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                                                                   EXHIBIT 10.10


                            IXC COMMUNICATIONS, INC.
                      OUTSIDE DIRECTORS' PHANTOM STOCK PLAN
                                1999 RESTATEMENT

         1. PURPOSES.

                 (a) The purpose of the IXC Communications, Inc. Outside
         Directors' Phantom Stock Plan ("Plan") is to provide stock-based
         compensation payable in cash, stock or a combination thereof to Outside
         Directors of IXC Communications, Inc. ("Company") to better attract,
         retain and reward Outside Directors and, accordingly, to strengthen the
         mutuality of interests between Outside Directors and the Company's
         stockholders by providing Outside Directors with a proprietary interest
         in pursuing the Company's long-term growth and financial success.

                 (b) Because the Plan only benefits Outside Directors, it is
         intended that the Plan be exempt from the Employee Retirement Income
         Security Act of 1974 ("ERISA").

         2. EFFECTIVE DATE. The Plan was originally effective on July 2, 1996.
This 1998 Restatement of the Plan is effective for Class Years beginning on or
after July 31, 1998.

         3. DEFINITIONS. For purposes of this Plan, each of the following terms
shall have the meanings set forth below:

                 (a) "Account" means the unfunded account established for each
         Participant.

                 (b) "Annual Stockholders' Meeting" means the annual meeting of
         the Stockholders at which the members of the Board of Directors are
         elected.

                 (c) "Board of Directors" means the Board of Directors of IXC
         Communications, Inc.

                 (d) "Change in Control" means any of the following:

                        (i) The date of consummation of the sale of all or
                 substantially all of the assets of the Company;

                        (ii) The date of completion of a successful tender offer
                 for greater than fifty percent (50%) of the outstanding capital
                 stock of the Company; or

                        (iii) The date of consummation of a merger or
                 consolidation of the Company with any other corporation in
                 which the parties who were Stockholders immediately preceding
                 such merger or consolidation will not hold a majority of the


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                 outstanding capital stock of the surviving corporation (whether
                 or not the Company is the surviving corporation) immediately
                 after such merger or consolidation.

                 (e) "Class Year" means the period commencing on the Outside
         Director's Participation Commencement Date and ending on the date that
         is three hundred sixty-five (365) days after the most recent Annual
         Stockholders' Meeting, or the date of the next Annual Stockholders
         Meeting, whichever is sooner.

                 (f) "Committee" means the committee designated in accordance
         with Section 4 below that is responsible for the administration of the
         Plan.

                 (g) "Common Stock" means the common stock of the Company or any
         security issued in substitution, exchange, or in lieu thereof.

                 (h) "Company" means IXC Communications, Inc., a Delaware
         corporation, or any successor corporation.

                 (i) "Director" means a member of the Board of Directors of the
         Company.

                 (j) "Disabled" means permanent and total disability, as defined
         in Internal Revenue Code Section 22(e)(3).

                 (k) The "Fair Market Value" of Common Stock shall be determined
         in accordance with the general rules stated in Subparagraph (i) below
         and the special rules stated in Subparagraph (ii) below.

                        (i) The following general rules shall apply for
                 valuation purposes.

                               (A) If the Common Stock is admitted to trading or
                        listed on a national securities exchange, its Fair
                        Market Value shall be the last reported sale price on
                        that day regular way, or if no such reported sale takes
                        place on that day, the average of the last reported bid
                        and ask prices on that day regular way, in either case
                        on the principal national securities exchange on which
                        the Common Stock is admitted to trading or listed.

                               (B) If the Common Stock is not listed or admitted
                        to trading on any national securities exchange, its Fair
                        Market Value shall be the last sale price regular way on
                        that day reported on the Nasdaq National Market ("Nasdaq
                        National Market") of the Nasdaq Stock Market ("NSM") or,
                        if no such reported sale takes place on that day, the
                        average of the closing bid and ask prices regular way on
                        that day.

                               (C) If the Common Stock is not traded or listed
                        on a national securities exchange or included in the
                        Nasdaq National Market, its Fair


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                        Market Value shall be the last reported sale price on
                        that day regular way, or if no such reported sale takes
                        place on that day, the average of the closing bid and
                        ask prices regular way on that day reported by the NSM,
                        or any comparable system on that day.

                               (D) If the Common Stock is not described in (i),
                        (ii) or (iii) above, its Fair Market Value shall be the
                        last reported sale price on that day regular way, or if
                        no such reported sale takes place on that day, the
                        closing bid and ask prices regular way on that day as
                        furnished by any member of the National Association of
                        Securities Dealers, Inc. ("NASD") selected from time to
                        time by the Company for that purpose.

                 If the national securities exchange, Nasdaq National Market,
                 NSM, or NASD (whichever is applicable), is closed on such date,
                 the "Fair Market Value" shall be determined as of the last
                 preceding day on which the Common Stock was traded or for which
                 bid and ask prices are available.

                        (ii) Notwithstanding the provisions of Subparagraph (i)
                 above, the following special valuation rules shall apply.

                               (A) The Fair Market Value of Common Stock for
                        purposes of calculating the number of shares that are
                        deemed to be purchased with a Participant's Fixed Credit
                        under Section 8 below or the amount of the cash benefit
                        payable to the Participant under Sections 10 and 11
                        below will be the average value of the Common Stock for
                        the five (5) trading days preceding the relevant date.

                               (B) In the case of a Change in Control, the Fair
                        Market Value of the Common Stock shall be the value of
                        the consideration paid for it in the transaction that
                        effects the Change in Control.

                 (l) "Fixed Credit" means the amount that is credited to the
         Participant's Account pursuant to the rules of Section 7 below for
         services rendered as an Outside Director.

                 (m) "Inside Director" means a Director who is also an employee
         of the Company or of one of its subsidiaries.

                 (n) "Outside Director" means a Director who is not an employee
         of the Company or of one of its subsidiaries.

                 (o) "Participant" means an Outside Director who has an Account
         in the Plan.


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                 (p) "Participation Commencement Date" means the date that an
         Outside Director commences participation in the Plan, as determined in
         accordance with Section 5 below. An Outside Director's Participation
         Commencement Date will be determined separately for each Class Year.

                 (q) "Plan" means this IXC Communications, Inc. Outside
         Directors' Phantom Stock Plan, as it may be amended from time to time.

                 (r) "Stockholders" mean the stockholders of the Company.

         4. ADMINISTRATION.

                 (a) This Plan shall be administered by a committee
         ("Committee") composed of Inside Directors and may consist of one or
         more individuals.

                 (b) It is expressly intended that this Plan be treated as a
         formula plan for purposes of Rule 16b-3 under the Securities Exchange
         Act of 1934 ("Exchange Act") so that the approval of the Plan by the
         Board of Directors constitutes the approval of all grants under the
         Plan.

                 (c) The Committee may conduct its meetings in person or by
         telephone. A majority of the members of the Committee shall constitute
         a quorum, and any action shall constitute the action of the Committee
         if it is authorized by:

                        (i) A majority of the members present at any meeting
                 conducted in accordance with the Company's bylaws; or

                        (ii) The unanimous consent of all of the members in
                 writing without a meeting.

                 (d) The Committee is authorized to interpret this Plan and to
         adopt rules and procedures relating to the administration of this Plan.
         All actions of the Committee in connection with the interpretation and
         administration of this Plan shall be binding upon all parties.

                 (e) The Committee is expressly authorized to make such
         modifications to this Plan as are necessary to effectuate the intent of
         this Plan as a result of any changes in the tax, accounting, or
         securities laws treatment of the Participants, the Plan or the Company.

         5. PARTICIPATION.

                 (a) The persons eligible to participate in this Plan shall be
         limited to Outside Directors.


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                 (b) Each Outside Director shall automatically commence
         participation in the Plan upon his or her Participation Commencement
         Date, determined in accordance with the following rules.

                        (i) In the case of an individual who is elected to the
                 Board of Directors at the Annual Stockholders' Meeting, the
                 Participation Commencement Date shall be the date of that
                 meeting.

                        (ii) In the case of an individual who is appointed to
                 the Board of Directors, the Participation Commencement Date
                 shall be the effective date of the appointment.

                        (iii) In the case of an individual who ceases to be an
                 Inside Director and becomes an Outside Director, the
                 Participation Commencement Date shall be the date of the
                 termination of the individual's employment with the Company or
                 a subsidiary.

         6. ACCOUNTS.

                 (a) For each Class Year, each Participant's Account will be
         credited with the Participant's Fixed Credit, determined in accordance
         with Section 7 below.

                 (b) The Fixed Credit will be deemed to be credited to a
         Participant's Account on the individual's Participation Commencement
         Date.

         7. FIXED CREDIT.

                 (a) The amount used to establish the Fixed Credit for a Class
         Year shall be twenty thousand dollars ($20,000).

                 (b) In the case of any individual whose Participation
         Commencement Date does not coincide with the Annual Stockholders'
         Meeting, the Participant's Fixed Credit will be reduced by multiplying
         it by a fraction, the numerator of which is (i) the number of days
         between the Participation Commencement Date and the date one year after
         the most recent Annual Stockholders' Meeting and the denominator of
         which is (ii) three hundred sixty- five (365).

         8. INVESTMENTS.

                 (a) The amount deemed to be credited to a Participant's Account
         for a Class Year will be the maximum number of whole and partial shares
         of Common Stock that could be purchased with the Participant's Fixed
         Credit for the Class Year, based on the Fair Market Value of the Common
         Stock on the individual's Participation Commencement Date.


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                 (b) If the Company pays cash dividends on its shares of Common
         Stock, each Participant's Account shall be credited with a deemed
         dividend payment on the shares credited to the Participant's Account
         using the dividend per share amount established by the Company.

                 (c) Any cash dividends that are deemed to be paid on the shares
         of Common Stock held in a Participant's Account will be deemed to be
         used to purchase additional whole and partial shares of Common Stock.
         The Fair Market Value of the Common Stock for this purpose will be
         determined pursuant to Section 3(k)(ii) above as of the date on which
         the dividends are paid.

         9. VESTING.

                 (a) Each Participant shall earn a vested right to the amount of
         shares deemed to be credited to the Participant's Account for a Class
         Year on a monthly basis, over the remaining term of the Class Year,
         starting on the individual's Participation Commencement Date.

                 (b) A Participant will cease vesting in the shares deemed to be
         credited to the Participant's Account for a Class Year if the
         Participant becomes an Inside Director, so that the Participant will
         forfeit the nonvested portion of the Participant's Account attributable
         to that Class Year as of the date the Participant becomes an Inside
         Director.

                 (c) If a Participant ceases serving as a Director prior to the
         last day of a Class Year for a reason other than death or Disability,
         the Participant will forfeit the nonvested portion of the Participant's
         Account attributable to that Class Year on the date the Participant
         ceases to serve as a Director. If the cessation is caused by the
         Participant's death or Disability, the Participant's interest in the
         Participant's Account will become fully vested on the date of the
         Participant's death or Disability.

                 (d) Any additional shares of Common Stock deemed to be acquired
         during the Class Year (e.g., as a result of cash or stock dividends
         paid on Common Stock) shall be subject to the vesting rules of this
         Section 9, treating such additional shares as if they had been acquired
         on the individual's Participation Commencement Date of the applicable
         Class Year.

         10. TIMING OF BENEFIT PAYMENTS.

                 (a) The entire vested amount in a Participant's Account
         attributable to a Class Year shall be paid to the Participant as soon
         as reasonably practicable following the third Annual Stockholders'
         Meeting that occurs after the individual's Participation Commencement
         Date based on the Fair Market Value of the Common Stock as determined
         pursuant to Section 3(k)(ii) above. Notwithstanding the foregoing, if a
         Participant elects to receive any


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         or all of its benefits for a Class Year in the form of Common Stock,
         then such Common Stock shall be issued to the Participant as soon as
         reasonably practicable following the end of the Class Year or at such
         earlier time when the Participant becomes fully vested in such Common
         Stock.

                 (b) In the event that the Participant dies or becomes Disabled
         before the date specified in Paragraph (a) above, the entire amount of
         the Participant's benefit under the Plan (i.e., the amount attributable
         to all Class Years) will be paid as soon as reasonably practicable
         after that date, but in no event later than ninety (90) days after that
         date, based on the Fair Market Value of the Common Stock on the date of
         the Participant's death or Disability (whichever is applicable) as
         determined pursuant to Section 3(k)(ii) above.

                 (c) Except as provided in Paragraph (b) above or in Section 12
         below, no benefits will be payable at the time of termination of a
         Participant's status as a Director, but, rather, the Participant's
         benefit will be paid solely in accordance with Paragraph (a) above.

         11. FORM OF BENEFIT PAYMENTS.

                 (a) Benefits will be paid in the form of a lump sum
         distribution of cash equal to the Fair Market Value of the Common Stock
         deemed to be held in the Participant's Account on the date of the event
         on which the amount of the benefit is to be determined.

                 (b) Notwithstanding the foregoing, effective for Class Years
         beginning after July 31, 1998, a Participant may elect to have all or
         any portion of its benefits associated with a particular Class Year
         payable in the form of Common Stock in accordance with such rules and
         procedures as the Committee may prescribe. This election, once made, is
         irrevocable. Any fractional shares associated with any benefits paid in
         the form of Common Stock will be rounded to the nearest whole number of
         shares.

                 (c) Any Participant who has an account balance on July 31, 1998
         may take a one-time election in accordance with such rules and
         procedures as the Committee may prescribe, no later than December 31,
         1998, that all or any portion of the amounts in the Participant's
         Account (including amounts attributable to prior Class Years) be paid
         in the form of Common Stock. This election, once made, is irrevocable.
         To the extent the shares were vested at the time the election was made,
         those shares will be distributed as soon as reasonably practicable
         following December 31, 1998. To the extent that the shares were not
         vested, they will be distributed as soon as reasonably practicable
         following vesting.

         12. EFFECT OF CHANGE IN CONTROL.

                 (a) Notwithstanding anything in this Plan to the contrary, upon
         a Change in Control:


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                        (i) All Accounts shall become fully vested as of that
                 date; and

                        (ii) All benefits under the Plan shall become payable as
                 soon after that date as is reasonably practicable, but in no
                 event later than ten (10) business days after that event.

                 (b) If the Participant had not previously elected that some or
         all of his or her benefit be paid in the form of Common Stock, the
         benefit will be paid in the form of cash. To the extent that the
         Participant had elected that his or her benefit be paid in the form of
         Common Stock, the benefit will be paid in the form of consideration
         paid for the Common Stock in the transaction.

         13. DESIGNATION OF BENEFICIARY. In the event of the death of a
Participant prior to the date on which the Participant's entire benefit under
the Plan is paid, the benefit (or the remaining portion thereof) shall be paid
to the Participant's estate, unless the Participant has designated a beneficiary
in accordance with such rules and procedures as the Committee may prescribe.

         14. PAYEES UNDER A LEGAL DISABILITY. If any payee is a minor, or if the
Committee reasonably believes that any payee is legally incapable of giving a
valid receipt and discharge for any payment due the payee, the Committee may
have the payment made to the person (or persons or institution) whom it believes
is caring for or supporting the payee. Any such payment shall be a payment for
the benefit of the payee and shall be a complete discharge of any liability
under the Plan to the payee.

         15. PAYMENT OF BENEFITS. All payments under the Plan shall be delivered
in person or mailed to the last address of the Participant (or, in the case of
the death of the Participant, to that of the Participant's estate or of the
Participant's designated beneficiary, whichever is applicable). Each Participant
shall be responsible for furnishing the Committee with his or her current
address and that of his or her beneficiary (if applicable).

         16. CHANGES IN CAPITALIZATION. In the event of any change in the
capitalization of the Company affecting its Common Stock (e.g., a stock split,
reverse stock split, stock dividend, recapitalization, combination, or
reclassification), the Committee shall make such adjustments as it may deem
appropriate to the aggregate number of shares of Common Stock deemed to be held
in Participants' Accounts.

         17. NON-TRANSFERABILITY OF GRANTS. Benefits under this Plan are not
assignable or transferable except by will or the laws of descent and
distribution.

         18. FUNDED STATUS OF BENEFITS.

                 (a) The Plan is intended to be an unfunded deferred
         compensation arrangement, with the benefits payable, when due, by the
         Company out of its general assets.


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                 (b) All rights created under the Plan shall be mere unsecured
         contractual rights of Participants against the Company.

                 (c) Nothing in this Plan shall in any way diminish any rights
         of a Participant to pursue his or her rights as a general creditor of
         Company with respect to his or her benefits under the Plan.

         19. AMENDMENT AND TERMINATION. The Board may amend or terminate this
Plan at any time.

         20. NO ADDITIONAL RIGHTS.

                 (a) Neither the adoption of this Plan nor the participation of
         any Outside Director in this Plan shall:

                        (i) Affect or restrict in any way the power of the
                 Company to undertake any corporate action otherwise permitted
                 under applicable law; or

                        (ii) Confer upon any Participant the right to continue
                 performing services for the Company as a Director, nor shall it
                 interfere in any way with the right of the Stockholders to
                 terminate the services of any Participant as a Director at any
                 time, with or without cause.

                 (b) No Participant shall have any rights as a stockholder with
         respect to any shares of Common Stock payable pursuant to the terms of
         this Plan until the date a certificate for such shares has been issued
         to the Participant.

         21. SECURITIES LAW RESTRICTIONS. No shares of Common Stock shall be
issued under this Plan unless the Company shall be satisfied that the issuance
will be in compliance with applicable federal and state securities laws, as well
as the rules of any stock exchange (or other securities market) on which the
Common Stock is traded. Notwithstanding anything in the Plan to the contrary, in
no event will the Company issue more than 25,000 shares of Common Stock under
the Plan until the Company receives stockholder approval of the Plan. The
limitation of the preceding sentence shall be applied in a manner so as to
comply with Nasdaq MarketPlace Rule 4460(i)(1)(A).

         22. INDEMNIFICATION. To the maximum extent permitted by law, the
Company shall indemnify each member of the Board, as well as any other employee
of the Company with duties under this Plan, against any and all liabilities and
expenses (including any amount paid in judgment or settlement) reasonably
incurred by the individual in connection with any claims against the individual
by reason of the performance of the individual's duties under this Plan, unless
the losses are due to the individual's gross negligence or lack of good faith.

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         23. GOVERNING LAW. This Plan and all actions taken thereunder shall be
governed by and construed in accordance with the laws of the State of Delaware.


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