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                                 EXHIBIT 10.12


                                                            [1/1/96 Restatement]


                             FRONTIER CORPORATION

                     SUPPLEMENTAL MANAGEMENT PENSION PLAN



          FRONTIER CORPORATION hereby amends, restates, renames and continues,
effective January 1, 1996, (except for those provisions specifying a different
effective date), the Rochester Telephone Corporation Supplemental Management
Pension Plan for the benefit of employees who are eligible to participate.  The
Plan is renamed as the Frontier Corporation Supplemental Management Pension Plan
to reflect Frontier's being the successor to Rochester Telephone Corporation.

                                 ARTICLE ONE

                                 Definitions
                                 -----------

1.1       "Board" means the Board of Directors of Frontier Corporation or any
          committee of the Board of Directors authorized to act on behalf of the
          Board.  Any such Board committee shall be composed of at least three
          members of the Board of Directors.  As used in this Plan the term
          "Board-appointed committee" means any other committee appointed by the
          Board which need not be comprised of at least three Board members but
          may include or consist entirely of management personnel who are not
          members of the Board.

1.2       "Change in Control" means the occurrence of any of the following
          events:

          a.   there shall be consummated

               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
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                    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

          b.   the shareholders of the Company approve any plan or proposal for
               the liquidation or dissolution of the Company; or

          c.   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

          d.   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 shareholders, 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 this clause (d), considered as though such
               person were a member of the Incumbent Board.
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1.3       "Committee" means a Board-appointed committee delegated authority with
          respect to the management of the Plan or of any assets set aside for
          the purpose of assisting any Participating Company meet its
          obligations to pay Plan benefits.

1.4       "Company" means Frontier Corporation.

1.5       "Effective Date" means January 1, 1984.  The effective date of this
          restatement is January 1, 1996, except that provisions having a
          different specific effective date shall be effective as of such date.

1.6       "Funded Plan" means the Company's Management Pension Plan.  To reflect
          a change in this plan's name, effective January 1, 1997, Funded Plan
          means the Company's Pension Plan for Non-Bargaining Employees.

1.7       "Normal Retirement Date" and "Early Retirement Date" have the same
          meanings given these terms in the Funded Plan.

1.8       "Participant" means any employee that meets the eligibility
          requirements under Article Three of the Plan.

1.9       "Participating Company" means the Company and all employers affiliated
          with the Company as determined in accordance with the definition of
          "affiliated company" under the Funded Plan.

1.10      "Plan" means this Frontier Corporation Supplemental Management Pension
          Plan.
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                                  ARTICLE TWO

                                Purpose of Plan
                                ---------------

2.1       The purpose of this Plan is to attract and retain a highly-motivated
          executive workforce by providing to eligible employees retirement
          benefits in excess of those permitted under the Funded Plan.  The Plan
          is intended to constitute an unfunded plan of deferred compensation
          for a select group of management or highly-compensated employees as
          provided for in Title I of ERISA.

                                 ARTICLE THREE

                                 Eligibility
                                 -----------

3.1       An employee of a Participating Company is eligible to participate in
          this Plan if he or she is a participant in the Funded Plan but his or
          her Funded Plan benefits are reduced on account of compensation or
          benefit limits imposed by Code Sections 401(a)(17) or 415.

          Notwithstanding the foregoing, no employee in the preceding categories
          shall be eligible to participate unless such employee (1) is a
          management employee; (2) has an accrued benefit under the Funded Plan;
          (3) has been approved for plan participation by the Committee; and (4)
          is a "highly compensated employee" as this term is defined from time
          to time under Section 414(q) of the Internal Revenue Code.

               An otherwise eligible employee who, without the consent of the
          Board, engages in any activity inimical to the interests of any
          Participating Company within three years (five years in the case of an
          executive officer or Vice President 2 of the Company) of retirement
          shall cease being eligible to receive any further benefits after
          commencing such activity, provided that upon a Change in Control this
          sentence shall have no effect.  For purposes of the foregoing, the
          term "inimical" shall include but not be limited to the following
          activities:  engaging directly or
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          indirectly in the performance of services for any telecommunications
          business or any other business concern that offers services or
          products which compete with those offered by any company within the
          Frontier Group of companies or with any partnership in which the
          Company has a 50 percent or greater interest in profits or capital
          (collectively referred to below as "Frontier"), making disparaging
          remarks publicly about Frontier, disclosing confidential business
          information concerning Frontier, soliciting any person to leave the
          employ of Frontier, engaging in any activity of a nature similar to
          the foregoing activities or engaging in any other activity that the
          Committee may from time to time determine in its sole discretion to be
          inimical to the interests of Frontier.

                                 ARTICLE FOUR

                                   Benefits
                                   --------

4.1       The normal benefit payable to a Participant on his or her Normal or
          Early Retirement Date shall be a straight life annuity equal to the
          aggregate amount he or she would be entitled to receive under the
          Funded Plan if the Funded Plan's benefit formula had the modifications
          indicated below, less the amount the Participant is actually entitled
          to receive under the Funded Plan without such modifications.  The
          modifications referred to are as follows:

          (a)  the term compensation means a Participant's total base salary or
               wages, cash bonuses and commissions earned during a year, even if
               such amounts are deferred to a subsequent year, but without
               regard to the limits of Code Section 401(a)(17).  Deferred
               compensation taken into account in the year earned shall not
               thereafter be taken into account in the year of receipt.

          (b)  if in the discretion of the Committee, upon the recommendation of
               the Chief Executive Officer, the factors so warrant, the service
               factor shall take
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               into account the Participant's service with any prior employer,
               provided that after a Change in Control the Committee may not
               change a prior decision to allow a Participant's service factor
               to take into account service with another company. In the event
               the Committee credits a Participant with service with another
               employer under this subsection (c), the benefit payable under
               this Section shall be reduced by any comparable benefit the
               Participant is entitled to receive from such other employer which
               is based on the service credited under this Section 4.1.

          (c)  for a Participant who is an officer, the service factor shall
               include the amount of any service for which payment is made to
               such Employee under a change in control executive contract
               between the Participant and the Company.

          (d)  if the benefit formula under the Funded Plan is not calculated in
               the form of a straight life annuity, it shall be converted to a
               straight life annuity using the actuarial assumptions set forth
               in the Funded Plan.

          (e)  the limitations under Code Section 415 shall not apply to the
               benefit payable under this Plan.

          Except for the foregoing modifications, the benefit calculation under
          this Section shall be made in the same manner as it would be made
          under the Funded Plan, including application of any pertinent
          reductions for early retirement and the use of the same definitions
          that appear in the Funded Plan.

          Notwithstanding the foregoing, the benefits provided above in this
          Section 4.1 shall be frozen as of December 31, 1996, subject to the
          following terms and conditions:
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          (f)  no person not already a Plan Participant on December 31, 1995
               shall be eligible to receive a benefit under this Section.

          (g)  all accrued benefits under this Section are frozen as of December
               31, 1996 and no further benefits shall accrue under this Section
               after this date.

          (h)  service after December 31, 1996 shall not be taken into
               consideration for benefit accrual purposes but shall be taken
               into account for purposes of determining eligibility to receive a
               benefit.

          (i)  all accrued benefits for Participants hired prior to January 1,
               1995 are fully vested.

          (j)  each Participant on the active payroll (or on the inactive
               payroll but receiving benefits under the Company's long term
               disability benefit plan) on August 16, 1995 who has at least five
               years of service on this date shall have his or her benefit under
               this Section which is determined at the earlier of December 31,
               1996 or termination of employment increased by 20 percent.

          (k)  for each Participant entitled to the 20 percent enhancement
               described above, the eligibility requirements for determining the
               Participant's entitlement to receive early or normal retirement
               benefits shall be reduced as follows:

               .    the 30 years of service requirement for a normal retirement
                    benefit is reduced to 27 years

               .    the age 55 plus 20 years of service requirement for an 
                    unreduced early retirement benefit is reduced to 52 years
                    plus 17 years of service

               .    the age 50 plus 25 years of service requirement for a 
                    reduced early retirement
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                    benefit is reduced to 47 years plus 22 years of service.

4.2       Subject to the conditions set forth below, a Participant holding the
          position of Vice President 1 or higher who terminates employment on or
          after reaching age 50 with at least five years of service shall be
          entitled to receive the higher of the Section 4.1 benefit or a benefit
          equal to (a) minus (b) below where

               (a)   equals the sum of (1) for each of the Participant's first
                     15 years of service, 2.5 percent times his or her average
                     annual compensation during the three consecutive years of
                     service with the Company that produce the highest such
                     average plus (2) for each of the next 15 years of service
                     1.5 percent times his or her average annual compensation
                     during the three consecutive years of service with the
                     Company that produce the highest such average, provided
                     that in no event shall the amount under this subsection (a)
                     exceed 60 percent of the Participant's highest three years'
                     average compensation; minus

               (b)   equals the sum of the straight life annuity benefit payable
                     under Section 4.1 of this
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                      Plan and the straight life annuity benefit payable under
                     the Funded Plan.

               The normal form of benefit payable under this Section 4.2 is a
          straight life annuity commencing as of the Participant's date of
          retirement and shall not be subject to actuarial reduction even if the
          benefit payable from the Funded Plan is subject to such reduction.

               Notwithstanding the foregoing, the benefits provided by this
          Section 4.2 shall be frozen as of December 31, 1999, subject to the
          following terms and conditions:

          .    No person not already a Participant on December 31, 1995 and 
               accruing benefits under this Section 4.2 shall be eligible to
               receive a benefit under this Section.

          .    All accrued benefits under this Section 4.2 are frozen as of 
               December 31, 1999 and no further benefits shall accrue under this
               Section after this date.

          .    All Participants accruing benefits under this Section 4.2 of 
               the Plan on or before January 1, 1996 shall have their benefits
               which are earned as of December 31, 1999 become 100 percent
               vested on that December 31, 1999 provided they remain a
               Participant in this Section 4.2 on that date.

4.3       The Company shall pay the benefits due under this Plan commencing
          within 30 days of retirement, disability, death or any other event
          that entitles a Participant or beneficiary to receive benefits under
          the Funded Plan.

4.4       The benefit payable under this Plan shall be either a life annuity or
          a contingent survivor annuity depending on the form elected by the
          Participant on forms supplied by the Committee.  Any such election
          shall first be made by a Participant prior to the accrual of
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                                     -10-

          benefits under this Plan. A Participant may change his or her initial
          election by written notification to the Committee provided that no
          subsequent election shall be effective unless made at least 36 months
          prior to the date that benefit payments first become payable. In the
          event no timely election is made or a timely election is not possible
          at the time benefits become payable (e.g., due to the death of a
                                               ----       
          contingent annuitant or a change in marital status), the benefit to a
          single Participant will be paid in the form of a life annuity and the
          benefit to a married Participant will be paid in the form of a joint
          and 50 percent spousal survivor annuity. Notwithstanding the
          foregoing, the Committee in its sole discretion may elect to pay the
          entire benefit in a lump sum payment. The amount of the actual benefit
          paid from this Plan shall be the straight life annuity calculated
          under Section 4.1 (or Section 4.2 if applicable) adjusted as
          appropriate by using the actuarial assumptions used in the Funded Plan
          if a different form of benefit is paid.

4.5       If a Participant dies while still employed by a Participating Company
          and after becoming entitled to receive a vested benefit, the
          Participant's spouse, if surviving, shall be entitled to a monthly
          lifetime benefit equal to one-half of the benefit the Participant
          would have received under Section 4.1 (or Section 4.2 if applicable)
          had he or she elected a 50 percent contingent annuitant annuity and
          retired on the first day of the month on or before the date of death.
          In the discretion of the Committee, the value of this benefit may be
          paid out in a lump sum or in another alternative form of benefit it
          may elect.

4.6       The benefits payable to a Participant under this Plan shall be paid by
          the Participating Company that employs the Participant out of its
          general assets and shall not be otherwise funded.  Although the
          Company does not intend, as of the effective date, to set aside any
          specific assets to meet its obligation to pay benefits under this
          Plan, the Company may, in its discretion, set aside assets for meeting
          its obligations,
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                                     -11-

          including, but not limited to, the establishment of a rabbi or other
          grantor trust. In the event such fund or trust is established, each
          Participating Company shall be responsible for making contributions to
          provide for the benefits of its own Participants.

          No Participant shall have any property rights in any such fund or
          trust or in any other assets held by a Participating Company.  The
          right of a Participant or his or her spouse or beneficiary to receive
          any of the benefits provided by this Plan shall be an unsecured claim
          against the general assets of a Participating Company.

                                 ARTICLE FIVE

                                Administration
                                --------------

5.1       This Plan shall be administered by the Committee in accordance with
          its terms and purposes.

5.2       Since this Plan is intended to operate in conjunction with the Funded
          Plan, any questions concerning the calculation of benefits that arise
          but are not specifically addressed by this Plan shall be determined to
          the extent relevant and appropriate by reference to the Funded Plan's
          provisions.  In addition, the terms used in this Plan shall have the
          same meaning as the same terms used in the Funded Plan.  To the extent
          the Funded Plan does not address, or it addresses imperfectly, an
          issue raised with respect to benefit entitlement or benefit levels
          under this Plan, the Committee has the sole discretion to resolve any
          matter that may come before it.

5.3       The Committee shall determine the benefits due each Participant from
          this and the Funded Plan and shall cause them to be paid by the Funded
          Plan or a Participating Company accordingly.

5.4       The Committee shall inform each Participant of any benefit elections
          which the Participant may possess and
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          shall record such choices along with such other information as may be
          necessary to administer the Plan.

5.5       The Committee has sole discretion to determine eligibility to
          participate in this Plan, to determine the eligibility for and the
          amount of benefits, to interpret the Plan and to take any other action
          it deems appropriate to administer this Plan.  The decisions made by
          and the actions taken by the Committee shall be final and conclusive
          on all persons.

          Members of the Committee shall not be subject to individual liability
          with respect to their actions under this Plan.  Notwithstanding the
          foregoing, the Company shall indemnify each member of the Committee
          who may incur financial liability for actions or failures to act with
          respect to the member's Committee responsibilities.

                                  ARTICLE SIX

                           Amendment and Termination
                           -------------------------

6.1       While the Company intends to maintain this Plan in conjunction with
          the Funded Plan for as long as necessary, the Board reserves the right
          to amend or terminate it at any time for whatever reasons it may deem
          appropriate.

6.2       Notwithstanding the preceding Section, however, the Company hereby
          makes a contractual commitment on behalf of itself and the other
          Participating Companies, as well as its and their successors, to pay,
          or to require the other Participating Companies or the successors to
          pay, the benefits accrued under this Plan to the extent it or the
          other Participating Companies or the successors are financially
          capable of meeting such obligation.

6.3       The terms of this Plan cannot be amended, waived or otherwise modified
          by any other plan, contract or agreement that addresses an employee's
          or former
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          employee's terms and conditions of employment or the termination of
          such employment.

                                 ARTICLE SEVEN

                                 Miscellaneous
                                 -------------

7.1       Nothing contained in this Plan shall be construed as a contract of
          employment between a Participating Company and an employee, or as a
          right of any employee to be continued in the employment of a
          Participating Company, or as a limitation of the right of a
          Participating Company to discharge any of its employees with or
          without cause.

7.2       The rights of a Participant under this Plan shall not be transferable,
          voluntarily or involuntarily, other than by will or the laws of
          descent and distribution and are exercisable during the Participant's
          lifetime only by the Participant or the Participant's guardian or
          legal representative.

7.3       This Plan shall be interpreted and enforced in accordance with the
          laws of the State of New York.

          IN WITNESS WHEREOF, the Company has caused this restated Plan document
to be executed by its duly authorized officer this 19th day of December, 1996.



                                    FRONTIER CORPORATION



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