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                          EXHIBIT 10.22

                            [2/14/95]

                       FRONTIER CORPORATION
                  DIRECTORS STOCK INCENTIVE PLAN


         The Rochester Telephone Corporation Directors Stock
Option Plan is hereby amended, restated and renamed as the
Frontier Corporation Directors Stock Incentive Plan (the "Plan")
to reflect the company's reorganization and the change in the
parent company's name to Frontier Corporation (the "Company"), to
authorize the award of stock grants in addition to stock options
and to expand eligibility to outside directors of the Company's
subsidiaries as follows:                      


1.  PURPOSE

         The purpose of the Plan is to enable the Company and
its subsidiaries to attract and retain outside directors and
provide them with an incentive to maintain and enhance the
Company's long-term performance record.  It is intended that this
purpose will best be achieved by granting eligible directors
non-qualified stock options ("options") and/or stock grants
(collectively options and stock grants are referred to as
"awards") under this Plan pursuant to the rules set forth in
Section 83 of the Internal Revenue Code, as amended from time to
time.

2.  ADMINISTRATION

         The Plan shall be administered by the Company's Board
of Directors (the "Board").  Subject to the provisions of the
Plan, the Board shall possess the authority, in its discretion,
(a) to prescribe the form of the stock option and stock grant
agreements including any appropriate terms and conditions
applicable to these awards and to make any amendments to such
agreements or awards; (b) to interpret the Plan; (c) to make and
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amend rules and regulations relating to the Plan; and (d) to make
all other determinations necessary or advisable for the
administration of the Plan.  The Board's determinations shall be
conclusive and binding.  No member of the Board shall be liable
for any action taken or decision made in good faith relating to
the Plan or any award granted hereunder.

3.  ELIGIBLE DIRECTORS

         Members of the Board of Directors of the Company and
its subsidiaries who are not also employees of the Company or its
subsidiaries are eligible to participate in this Plan.  Eligible
directors of the Company's Board are entitled to receive both
options and stock grants.  Eligible directors of a subsidiary are
entitled to receive only options.  Beneficial owners of more than
five percent of the Common Stock of the Company are not eligible
to receive any awards under this Plan.

4.  SHARES AVAILABLE

         An aggregate of 1,000,000 shares of the Common Stock
(par value $1.00 per share) of the Company (subject to
substitution or adjustment as provided in Section 9 hereof) shall
be available for the grant of awards under the Plan.  Such shares
may be authorized and unissued shares.  If an option expires,
terminates or is cancelled without being exercised, new options
may thereafter be granted covering such shares.  No award may be
granted more than ten years after the effective date of the Plan.

5.  TERMS AND CONDITIONS OF OPTIONS

         Each option granted under the Plan shall be evidenced
by an option agreement in such form as the Board shall approve
from time to time, which agreement shall conform with this Plan
and contain the following terms and conditions:

         (a)  Number of Shares.  At the date each year when new
    members are elected to the Company's Board, each eligible
    director who will be serving on the new Board (whether newly
    elected or continuing as a carryover director) shall receive
    an option to purchase 4000 shares of the Company's Common
    Stock.  For an eligible director of a subsidiary's Board, the
    option shall be for 3000 shares.
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         An eligible director who begins Board service on a date
    other than the date when new members are normally elected to
    the Board shall receive a pro rata grant to cover the
    partial year remaining until the next Board election.  The
    number of shares subject to such option shall be 4000 (3000
    in the case of a director of a subsidiary) multiplied by a
    fraction the numerator of which is the number of full or
    partial months in the period commencing on the first day of
    the month following the new Board member's appointment and
    ending on the next following date when new members are
    elected to the Board and the denominator of which is 12. 
    Any fractional share shall be rounded up to the next highest
    whole number of shares.

         (b)  Exercise Price.  The exercise price under each
    option shall equal the fair market value of the Common Stock
    at the time such option is granted.  For this purpose, fair
    market value shall equal the closing price of the Company's
    Common Stock on the New York Stock Exchange on the date an
    option is granted, or, if there was no trading in such stock
    on the date of such grant, the closing price on the last
    preceding day on which there was such trading.

         (c)  Duration of Option.  Each option by its terms
    shall not be exercisable after the expiration of ten years
    from the date such option is granted.

         (d)  Options Nontransferable.  Each option by its terms
    shall not be transferable by the participant otherwise than
    by will or the laws of descent and distribution, and shall
    be exercisable, during the participant's lifetime, only by
    the participant, the participant's guardian or the
    participant's legal representative.

         (e)  Exercise Terms.  Each option granted under the
    Plan shall become exercisable with respect to 33 1/3 percent
    of the shares subject thereto on the first anniversary of
    the date of grant and with respect to an additional 33 1/3
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    percent of such shares on each of the second and third
    anniversaries of such date of grant.  Options may be
    partially exercised from time to time during the period
    extending from the time they first become exercisable until
    the tenth anniversary of the date of grant.

         (f)  Payment of Exercise Price.  An option shall be
    exercised upon written notice to the Company accompanied by
    payment in full for the shares being acquired.  The payment
    shall be made in cash, by check or, if the option agreement
    so permits, by delivery of shares of Common Stock of the
    Company registered in the name of the participant, duly
    assigned to the Company with the assignment guaranteed by a
    bank, trust company or member firm of the New York Stock
    Exchange, or by a combination of the foregoing.  Any such
    shares so delivered shall be deemed to have a value per
    share equal to the fair market value of the shares on such
    date.  For this purpose, fair market value shall equal the
    closing price of the Company's Common Stock on the New York
    Stock Exchange on the date the option is exercised, or, if
    there was no trading in such stock on the date of such
    exercise, the closing price on the last preceding day on
    which there was such trading.

6.  TERMS AND CONDITIONS OF STOCK GRANTS

         Each stock grant awarded under the Plan shall be
evidenced by a stock grant agreement in such form as the Board
shall approve from time to time, which agreement shall conform
with the Plan and the following terms and conditions:

         (a)  Number of Shares.  At the date each year when new
    members are elected to the Company's Board, each eligible
    director of the Company who will be serving on the new Board
    (whether newly elected or continuing as a carryover
    director) shall be granted 500 shares of the Company's
    Common Stock.

         An eligible director who begins Board service on a date
    other than the date when new members are normally elected to
    the Board shall receive a pro rata grant to cover the
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    partial year remaining until the next Board election.  The
    number of shares subject to such grant shall be 500
    multiplied by a fraction the numerator of which is the
    number of full or partial months in the period commencing on
    the first day of the month following the new Board member's
    appointment and ending on the next following date when new
    members are elected to the Board and the denominator of
    which is 12.  Any fractional share shall be rounded up to
    the next highest whole number of shares.

         Notwithstanding the foregoing two paragraphs of this
    Section 6(a), an eligible director who begins his or her
    first service on the Company's Board, whether such service
    commences on the date of the Annual Meeting or on another
    date, shall be granted 1000 shares of the Company's Common
    Stock.

         (b)  Vesting.  All shares shall be fully and
    immediately vested at the date of grant.

         (c)  Restriction on Transferability.  The 500 shares
    (or the partial year pro rata portion of such shares)
    granted annually to each eligible director are not subject
    to any transfer restrictions under the terms of this Plan. 
    However, the 1,000 shares granted to a first time director
    (including additional shares obtained through dividend
    reinvestment) may not be sold, gifted or otherwise
    transferred while the director remains on the Board of the
    Company unless the Board in its sole and absolute discretion
    determines otherwise.

         (d)  Custody of Share Certificates.  Certificates for
    all shares subject to the transferability restriction under
    subsection (c) above shall be held by the Company for the
    benefit of the director who shall deliver to the Company a
    stock power executed in blank covering such shares.  Except
    for this custody restriction, the holder of a stock grant
    shall possess all the rights of a holder of the Company's
    Common Stock, including voting and dividend rights, provided
    that all dividends shall be automatically reinvested in 
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    additional shares of Company Common Stock rather than paid
    in cash.

         (e)  Miscellaneous.  All other provisions of the Plan
    not inconsistent with this Section 6 shall apply to stock
    grants and the holder thereof unless otherwise determined by
    the Board.  Stock grants shall be considered as directors
    fees for purposes of any plan of deferred compensation that
    permits the deferral of directors fees.

7.  GENERAL RESTRICTION ON ISSUANCE OF STOCK CERTIFICATES

         The Company shall not be required to deliver any
certificate upon the grant of any award, the exercise of an
option or the satisfaction of any condition with respect to any
award until it has been furnished with such opinion,
representation or other document as it may reasonably deem
necessary to insure compliance with any law or regulation of the
Securities and Exchange Commission or any other governmental
authority having jurisdiction under this Plan.  Certificates
delivered upon such grant, exercise or satisfaction of any
condition may bear a legend restricting transfer absent such
compliance.  Each award shall be subject to the requirement that,
if at any time the Board shall determine, in its discretion, that
the listing, registration or qualification of the shares subject
to such award upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition of, or
in connection with, the granting of such award or the issue or
purchase of shares thereunder, such award may not be granted or
exercised in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Board of
Directors in the exercise of its reasonable judgment.

8.  TERMINATION OF EMPLOYMENT

         (a)  Options.  If a director dies, either before or
    after termination as a director, resigns from the Board as a
    result of a conflict of interest or is removed from the
    Board for cause, any option may be exercised by the director
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    or by the director's personal representative, as the case
    may be, at any time prior to the earlier of the expiration
    date of the option or the first anniversary of the
    director's date of death, resignation or removal but only
    if, and to the extent that, the director was entitled to
    exercise the option at the date of death, resignation or
    removal.  If a director's employment as a director
    terminates for any reason other than death, resignation due
    to a conflict or removal for cause, option rights shall
    continue to vest in accordance with the terms of the option
    agreement without regard to the termination of employment
    and may be exercised by the director pursuant to the terms
    of that agreement.

         (b)  Stock Grants.  Upon a director's termination of
    employment as a director for any reason, all certificates
    for shares of Common Stock held by the Company on account of
    the restriction on the transfer of stock grants during
    service on the Board shall be delivered to the director.  In
    the event termination of employment is caused by the
    director's death such certificates shall be delivered to the
    director's personal representative.  All such deliveries of
    certificates shall be made as soon as reasonably practicable
    on or following the date a director terminates employment as
    a director of the Company.

9.  ADJUSTMENT OF SHARES

    In the event of any change in the Common Stock of the
Company by reason of any stock dividend, stock split,
recapitalization, reorganization, merger, consolidation,
split-up, combination, or exchange of shares, or rights offering
to purchase Common Stock at a price substantially below fair
market value, or of any similar change affecting the Common
Stock, the number and kind of shares authorized under Section 4,
the number and kind of shares which thereafter are subject to an
award under the Plan and the number and kind of shares set forth
in options under outstanding agreements and the price per share
shall be adjusted automatically consistent with such change to
prevent substantial dilution or enlargement of the rights granted
to, or available for, participants in the Plan.
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10. NO EMPLOYMENT RIGHTS

         The Plan and any awards granted under the Plan shall
not confer upon any director any right with respect to
continuance as a director of the Company or any subsidiary, nor
shall they interfere in any way with any right the Company or its
subsidiaries may have to terminate the director's position as a
director at any time.


11. RIGHTS AS A SHAREOWNER

         The recipient of any option under the Plan shall have
no rights as a shareowner with respect thereto unless and until
certificates for shares of Common Stock are issued to the
recipient.  The recipient of a stock grant shall have all rights
of a shareowner except for the nontransferability and dividend
reinvestment requirements.

12. AMENDMENT AND DISCONTINUANCE

         This Plan may be amended, modified or terminated by the
shareowners of the Company or by the Company's Board of
Directors, provided that Plan provisions relating to the amount,
price and timing of awards may not be amended more than once
every six months other than to comport with changes in the
Internal Revenue Code or the regulations thereunder and provided
further that the Board may not, without approval of the
shareowners, materially increase the benefits accruing to
participants under the Plan, increase the maximum number of
shares as to which awards may be granted under the Plan, change
the minimum exercise price, change the class of eligible persons,
extend the period for which options may be granted or exercised,
or withdraw the authority to administer the Plan from the Board
or a Committee of the Board.  Notwithstanding the foregoing, to
the extent permitted by law, the Board may amend the Plan without
the approval of shareowners, to the extent it deems necessary to
cause the Plan to comply with Securities and Exchange Commission
Rule 16b-3 or any successor rule, as it may be amended from time
to time.  Except as required by law, no amendment, modification,
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or termination of the Plan may, without the written consent of a
director to whom any award shall theretofore have been granted,
adversely affect the rights of such director under such option.

13. CHANGE IN CONTROL

         (a)  Notwithstanding other provisions of the Plan, in
the event of a change in control of the Company (as defined in
subsection (c) below), all of a participant's options shall
become immediately vested and exercisable and all of a
participant's certificates held by the Company under a stock
grant shall be immediately delivered to the participant, unless
directed otherwise by a resolution of the Board adopted prior to
and specifically relating to the occurrence of such change in
control.

         (b)  In the event of a change in control each
participant holding an exercisable option (i) shall have the
right at any time thereafter during the term of such option to
exercise the option in full notwithstanding any limitation or
restriction in any option agreement or in the Plan, and (ii) may,
subject to Board approval and after written notice to the Company
within 60 days after the change in control, or during the period
beginning on the third business day and ending the twelfth
business day following the first release for publication by the
Company after such change of control of a quarterly or annual
summary statement of earnings, which release occurs at least six
months following grant of the option, whichever period is longer,
receive, in exchange for the surrender of the option or any
portion thereof to the extent the option is then exercisable in
accordance with clause (i), an amount of cash equal to the
difference between the fair market value (as determined by the
Board) on the date of surrender of the Common Stock covered by
the option or portion thereof which is so surrendered and the
option price of such Common Stock under the option.

         (c)  For purposes of this section "change in control"
means:  

             1)   there shall be consummated
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         i.   any consolidation or merger of the Company in
              which the Company is not the continuing or
              surviving corporation or pursuant to which any
              shares of the Company's common stock are to be
              converted into cash, securities or other property,
              provided that the consolidation or merger is not
              with a corporation which was a wholly-owned
              subsidiary of the Company immediately before the
              consolidation or merger; or

         ii.  any sale, lease, exchange or other transfer (in
              one transaction or a series of related
              transactions) of all, or substantially all, of the
              assets of the Company; or

    2)   the shareowners of the Company approve any plan or
         proposal for the liquidation or dissolution of the
         Company; or

    3)   any person (as such term is used in Sections 13(d) and
         14(d) of the Securities Exchange Act of 1934, as
         amended (the "Exchange Act")), shall become the
         beneficial owner (within the meaning of Rule 13d-3
         under the Exchange Act), directly or indirectly, of 30%
         or more of the Company's then outstanding common stock,
         provided that such person shall not be a wholly-owned
         subsidiary of the Company immediately before it becomes
         such 30% beneficial owner; or

    4)   individuals who constitute the Board on the date hereof
         (the "Incumbent Board") cease for any reason to
         constitute at least a majority thereof, provided that
         any person becoming a director subsequent to the date
         hereof whose election, or nomination for election by
         the Company's shareowners, was approved by a vote of at
         least three quarters of the directors comprising the
         Incumbent Board (either by a specific vote or by
         approval of the proxy statement of the Company in which
         such person is named as a nominee for director, without
         objection to such nomination) shall be, for purposes of
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         this clause (d), considered as though such person were
         a member of the Incumbent Board.

14. EFFECTIVE DATE

         The effective date of this restated Plan is January 1,
1995.

15. DEFINITIONS

         Any terms or provisions used herein which are defined
in Section 83 of the Internal Revenue Code as amended, or the
regulations thereunder or corresponding provisions of subsequent
laws and regulations in effect at the time options are made
hereunder, shall have the meanings as therein defined.

16. GOVERNING LAW

         To the extent not inconsistent with the provisions of
the Internal Revenue Code that relate to non-qualified stock
options and stock grants, this Plan and any agreement adopted
pursuant to it shall be construed under the laws of the State of
New York.



Dated: 4/26/95               FRONTIER CORPORATION


                             /s/ Josephine S. Trubek
                        By ------------------------------
                           Josephine S. Trubek
                           Corporate Secretary