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                                                                    EXHIBIT 10.3

                            IXC COMMUNICATIONS, INC.
                      AMENDED AND RESTATED 1994 STOCK PLAN


         1. PURPOSE. The purpose of the IXC Communications, Inc. Amended and
Restated 1994 Stock Plan ("Plan") is to promote the interests of IXC
Communications, Inc. ("Company") and its shareholders by enabling it to offer
grants of stock to better attract, retain, and reward employees, directors, and
other persons providing services to it and, accordingly, to strengthen the
mutuality of interests between those persons and the Company's shareholders by
providing those persons with a proprietary interest in pursuing the Company's
long-term growth and financial success.

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

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

                  (b) "Code" means the Internal Revenue Code of 1986, as
         amended. Reference to any specific section of the Code shall be deemed
         to be a reference to any successor provision.

                  (c) "Committee" means the administrative Committee of this
         Plan that is provided in Section 3 below.

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

                  (e) "Company" means IXC Communications, Inc., a Delaware
         corporation, or any successor corporation. Except where the context
         indicates otherwise, the term "Company" shall include its Parent and
         Subsidiaries.

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

                  (g) "Exchange Act" means the Securities Exchange Act of 1934.

                  (h) "Fair Market Value" of Common Stock shall be determined in
         accordance with the following rules.

                          (i) If the Common Stock is admitted to trading or
                  listed on a national securities exchange, the closing price
                  for any day shall be the last reported sale price regular way,
                  or if no such reported sale takes place on that day, the
                  average of the last reported bid and ask prices regular way,
                  in either case on the principal national securities exchange
                  on which the Common Stock is admitted to trading or listed.
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                          (ii) If not listed or admitted to trading on any
                  national securities exchange, the last sale price on that day
                  of the Common Stock reported on the Nasdaq National Market of
                  the Nasdaq Stock Market ("Nasdaq National Market") or, if no
                  such reported sale takes place on that day, the average of the
                  closing bid and ask prices on that day.

                          (iii) If not included in the Nasdaq National Market,
                  the average of the closing bid and ask prices of the Common
                  Stock on that day reported by the Nasdaq Stock Market, or any
                  comparable system on that day.

                          (iv) If the Common Stock is not included in the Nasdaq
                  Stock Market or any comparable system, the closing bid and ask
                  prices on that day as furnished by any member of the National
                  Association of Securities Dealers, Inc. selected from time to
                  time by the Company for that purpose.

         In the case of an Incentive Stock Option, "Fair Market Value" shall be
         determined without reference to any restriction other than one that, by
         its terms, will never lapse.

                  (i) "Incentive Stock Option" means an option to purchase
         Common Stock that is intended to be an incentive stock option within
         the meaning of Section 422 of the Code.

                  (j) "Insider" means a person who is subject to Section 16 of
         the Exchange Act.

                  (k) "Non-Qualified Stock Option" means any option to purchase
         Common Stock that is not an Incentive Stock Option.

                  (l) "Option" means an Incentive Stock Option or a
         Non-Qualified Stock Option.

                  (m) "Parent" shall mean any corporation (other than the
         Company) in an unbroken chain of corporations ending with the Company
         if each of the corporations (other than the Company) owns stock
         possessing fifty percent (50%) or more of the total combined voting
         power of all classes of stock in one of the other corporations in the
         chain, as determined in accordance with the rules of Code Section
         424(e).

                  (n) "Participant" means a person who was been granted an
         Option or Restricted Stock.

                  (o) "Plan" means this IXC Communications, Inc. Amended and
         Restated 1994 Stock Plan, as it may be amended from time to time.




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                  (p) "Restricted Stock" means shares of Common Stock issued
         under Section 8 below that are subject to restrictions upon assignment
         or alienation prior to vesting.

                  (q) "Severance" means, with respect to a Participant, the
         termination of the Participant's provision of services to the Company
         as an employee, director, or independent contractor, whether by reason
         of death, disability, or any other reason. For purposes of determining
         the exercisability of an Incentive Stock Option, a Participant who is
         on a leave of absence that exceeds ninety (90) days will be considered
         to have incurred a Severance on the ninety-first (91st) day of the
         leave of absence, unless the Participant's rights to reemployment are
         guaranteed by statute or contract. However, a Participant will not be
         considered to have incurred a Severance because of a transfer of
         employment between the Company and a Subsidiary or Parent (or vice
         versa).

                  (r) "Subsidiary" means any corporation or entity in which the
         Company, directly or indirectly, controls fifty percent (50%) or more
         of the total voting power of all classes of its stock having voting
         power, as determined in accordance with the rules of Code Section
         424(f).

                  (s) "Ten Percent Shareholder" means any person who owns (after
         taking into account the constructive ownership rules of Section 424(d)
         of the Code) more than ten percent (10%) of the stock of the IXC
         Communications, Inc. or of any of its Parents or Subsidiaries.

         3. ADMINISTRATION.

                  (a) This Plan shall be administered by a Committee appointed
         by the Board. The Board may remove members from, or add members to, the
         Committee at any time. To the extent possible and advisable, the
         Committee shall be composed of individuals that satisfy Rule 16b-3
         under the Exchange Act and Code Section 162(m).

                  (b) 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.

                  (c) 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.



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                  (d) Subject to the limitations of Sections 10 and 13 below,
         the Committee is expressly authorized to make such modifications to
         this Plan and the grants of Restricted Stock and Options hereunder 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
         Participants and the Plan.

                  (e) The Committee may delegate its responsibilities to others
         under such conditions and limitations as it may prescribe, except that
         the Committee may not delegate its authority with regard to the
         granting of Options or Restricted Stock to Insiders.

         4. DURATION OF PLAN.

                  (a) The effective date of this Plan shall be November 1, 1994.

                  (b) In the event that this Plan is not so approved, this Plan
         shall terminate and any Options granted under this Plan shall be void.

                  (c) This Plan shall terminate on October 31, 2003, except with
         respect to Options then outstanding.

         5. NUMBER OF SHARES.

                  (a) The aggregate number of shares of Common Stock which may
         be issued pursuant to this Plan shall be five hundred thousand
         (500,000). This aggregate number may be adjusted from time to time as
         set forth in Section 12 below. The maximum number of shares that may be
         issued to a single Participant is one hundred thousand (100,000).

                  (b) Upon the expiration or termination of an outstanding
         Option which shall not have been exercised in full, the shares of
         Common Stock remaining unissued under the Option shall again become
         available for use under the Plan.

                  (c) Upon the forfeiture of shares of Restricted Stock, the
         forfeited shares of Common Stock shall again become available for use
         under the Plan.

                  (d) The payment of part or all of the exercise price of an
         Option in the form of Common Stock shall not be considered to reduce
         the number of shares issuable upon the exercise of the Option for
         purposes of determining the maximum number of shares that may be issued
         under the Plan.


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         6. ELIGIBILITY.

                  (a) Persons eligible for Options under this Plan shall consist
         of employees, directors, and other persons providing services to the
         Company. However, Incentive Stock Options may only be granted to
         employees.

                  (b) In the event that the Company acquires another entity, the
         Committee may authorize the issuance of Options ("Substitute Options")
         to the individuals performing services for the acquired entity in
         substitution of stock options previously granted to those individuals
         in connection with their performance of services for such entity upon
         such terms and conditions as the Committee shall determine, taking into
         account the limitations of Code Section 424(a) in the case of a
         Substitute Option that is intended to be an Incentive Stock Option.

         7. FORM OF OPTIONS.

                  (a) Options shall be granted under this Plan on such terms and
         in such form as the Committee may approve, which shall not be
         inconsistent with the provisions of this Plan.

                  (b) The exercise price per share of Common Stock purchasable
         under an Option shall be set forth in the Option, which in all cases
         shall be at least equal to the Fair Market Value of the Common Stock on
         the date of the grant.

                  (c) The exercise price of an Incentive Stock Option,
         determined on the date of the grant, shall be no less than one hundred
         ten percent (110%) of the Fair Market Value of the Common Stock in the
         case of a Ten Percent Shareholder.

         8. EXERCISE OF OPTIONS.

                  (a) An Option shall be exercisable at such time or times and
         be subject to such terms and conditions as may be set forth in the
         Option.

                  (b) The aggregate Fair Market Value (determined as of the date
         of grant) of the number of shares of Common Stock with respect to which
         Incentive Stock Options are exercisable for the first time by a
         Participant during any calendar year shall not exceed one hundred
         thousand dollars ($100,000) or such other limit as may be required by
         Section 422 of the Code.

                  (c) Options shall only be exercisable for whole numbers of
         shares.

                  (d) Options are exercised by payment of the full amount of the
         purchase price to the Company.


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                           (i) The payment shall be in the form of cash or such
                  other forms of consideration as the Committee shall deem
                  acceptable, such as the surrender of outstanding shares of
                  Common Stock owned by the Participant or by withholding shares
                  that would otherwise be issued upon the exercise of the
                  Option.

                           (ii) If the payment is made by means of the surrender
                  of Restricted Stock, a number of shares issued upon the
                  exercise of the Option equal to the number of shares of
                  Restricted Stock surrendered shall be subject to the same
                  restrictions as the Restricted Stock that was surrendered.

                           (iii) After giving due considerations of the
                  consequences under Rule 16b-3 under the Exchange Act and under
                  the Code, the Committee may also authorize the exercise of
                  Options by the delivery to the Company or its designated agent
                  of an irrevocable written notice of exercise form together
                  with irrevocable instructions to a broker-dealer to sell or
                  margin a sufficient portion of the shares of Common Stock and
                  to deliver the sale or margin loan proceeds directly to the
                  Company to pay the exercise price of the Option.

         9. RESTRICTED STOCK.

                  (a) The Committee may issue grants of Restricted Stock, upon
         such terms and conditions as it may deem appropriate, which need not be
         the same for each such grant.

                  (b) Restricted Stock may not be sold to Participants for less
         than Fair Market Value.

                  (c) A Participant shall not have a vested right to the shares
         subject to the grant of Restricted Stock until satisfaction of the
         vesting requirements specified in the grant. The Participant may not
         assign or alienate the Participant's interest in the shares of
         Restricted Stock prior to vesting.

                  (d) The following rules apply with respect to events that
         occur prior to the date on which the Participant obtains a vested right
         to the Restricted Stock.

                           (i) Stock dividends, shares resulting from stock
                  splits, etc. that are issued with respect to the shares
                  covered by a grant of Restricted Stock shall be treated as
                  additional shares received under the grant of Restricted
                  Stock.

                           (ii) Cash dividends constitute taxable compensation
                  to the Participant that is deductible by the Company.



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         10. MODIFICATION OF OPTIONS.

                  (a) The Committee may modify an existing Option, including the
         right to:

                           (i) Accelerate the right to exercise it;

                           (ii) Extend or renew it; or

                           (iii) Cancel it and issue a new Option.

         However, no modification may be made to an Option that would impair
         the rights of the Participant holding the Option without the
         Participant's consent.  Similar modifications can be made to grants of
         Restricted Stock.

                  (b) Whether a modification of an existing Incentive Stock
         Option will be treated as the issuance of a new Incentive Stock Option
         will be determined in accordance with the rules of Code Section 424(h).

                  (c) Whether a modification of an existing grant of Restricted
         Stock or of an Option granted to an Insider will be treated as a new
         grant will be determined in accordance with Rule 16b-3 under the
         Exchange Act.

         11. TERMINATION OF OPTIONS.

                  (a) Except to the extent the terms of an Option require its
         prior termination, each Option shall terminate on the earliest of the
         following dates.

                           (i) The date which is ten (10) years from the date on
                  which the Option is granted or five (5) years in the case of
                  an Incentive Stock Option granted to a Ten Percent
                  Shareholder.

                           (ii) The date which is one (1) year from the date of
                  the Severance of the Participant to whom the Option was
                  granted, if the Participant was Disabled at the time of
                  Severance.

                           (iii) The date which is one (1) year from the date of
                  the Severance of the Participant to whom the Option was
                  granted, if the Participant's death occurs:

                                 (A) While the Participant is employed by the
                           Company; or

                                 (B) Within three (3) months following the
                           Participant's Severance.



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                           (iv) In the case of any Severance other than one
                  described in Subparagraphs (ii) or (iii) above, the date that
                  is three (3) months from the date of the Participant's
                  Severance.

         12. NON-TRANSFERABILITY OF OPTIONS.

                  (a) No Option under this Plan shall be assignable or
         transferable except by will or the laws of descent and distribution.

                  (b) Grants of Restricted Stock shall be subject to such
         restrictions on transferability as may be imposed in such grants.

         13. ADJUSTMENTS

                  (a) 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 authorize such adjustments as it
         may deem appropriate with respect to:

                           (i) The aggregate number of shares of Common Stock
                  that may be issued under this Plan;

                           (ii) The number of shares of Common Stock covered by
                  each outstanding Option; and

                           (iii)The exercise price per share in respect of each
                  outstanding Option.

                  (b) The Committee may also make such adjustments in the event
         of a spin-off or other distribution) of Company assets to shareholders
         (other than normal cash dividends.

         14. AMENDMENT AND TERMINATION.

                  (a) The Board may at any time amend or terminate this Plan.
         However, no modification may be made to the Plan that would impair the
         rights of the Participant holding an Option without the Participant's
         consent.

                  (b) Without the approval of the majority of the shareholders
         of the Company, the Board may not amend the provisions of this Plan
         regarding:

                           (i) The class of individuals entitled to receive
                  Incentive Stock Options; or


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                                  (ii)      The aggregate number of shares of
                          Common Stock that may be issued under the Plan,
                          except as provided in Section 12 above.

                  (c) Except as may otherwise be permitted under Rule 16b-3
         under the Exchange Act, no amendment to the Plan may be adopted without
         the approval of the shareholders that would materially:

                           (i) Increase the number of shares that may be issued
                  to Insiders;

                           (ii) Increase the benefits accruing to Insiders; or

                           (iii) Modify the requirements for Insiders to
                  participate.

         15. TAX WITHHOLDING.

                  (a) The Company shall have the right to take such actions as
         may be necessary to satisfy its tax withholding obligations relating to
         the operation of this Plan.

                  (b) If Common Stock that was surrendered by the Participant is
         used to satisfy the Company's tax withholding obligations, the stock
         shall be valued based on its Fair Market Value when the tax withholding
         is required to be made.

         16. NO ADDITIONAL RIGHTS.

                  (a) Neither the adoption of this Plan nor the granting (or
         exercise) of any Option or Restricted Stock 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, nor shall it
                  interfere in any way with the right of the Company to
                  terminate the services of any Participant at any time, with or
                  without cause.

                  (b) No Participant shall have any rights as a shareholder with
         respect to any shares covered by an Option granted to the Participant
         or subject to a grant of Restricted Stock until the date a certificate
         for such shares has been issued to the Participant.

         17. SECURITIES LAW RESTRICTIONS.

                  (a) No shares of Common Stock shall be issued under this Plan
         unless the Committee shall be satisfied that the issuance will be in
         compliance with applicable federal and state securities laws.

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                  (b) The Committee may require certain investment (or other)
         representations and undertakings by the Participant (or other person
         exercising an Option or purchasing Restricted Stock by reason of the
         death of the Participant) in order to comply with applicable law.

                  (c) Certificates for shares of Common Stock delivered under
         this Plan may be subject to such restrictions as the Committee may deem
         advisable. The Committee may cause a legend to be placed on the
         certificates to refer to these restrictions.

         18. INDEMNIFICATION. To the maximum extent permitted by law, the
Company shall indemnify each member of the Board and of the Committee, as well
as any other employee of the Company with duties under this Plan, against
expenses (including any amount paid in settlement) reasonably incurred by the
individual in connection with any claims against him or her 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.

         19. 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.

                                        IXC COMMUNICATIONS, INC.,
                                        A DELAWARE CORPORATION


                                        BY: /s/ JOHN J. WILLINGHAM
                                            -----------------------------------
                                        ITS: Senior Vice President and
                                             Chief Financial Officer


                                        DATE: June 4, 1996


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                     AMENDMENT TO IXC COMMUNICATIONS, INC.
                      AMENDED AND RESTATED 1994 STOCK PLAN

         This Amendment to IXC Communications, Inc. Amended and Restated 1994
Stock Plan (this "Amendment") is made as of October 29, 1996 (the "Amendment
Effective Date") and amends that certain Amended and Restated 1994 Stock Plan
(the "Plan") of IXC Communications, Inc., a Delaware corporation (the
"Company").

         Section 14 of the Plan provides that the Board of Directors of the
Company may amend the Plan at any time, subject to certain limitations set
forth in the Plan (which do not apply to the foregoing amendments).  This
Amendment shall be effective as of the Amendment Effective Date which is the
date the Board of Directors approved this Amendment.

         1. Section 3(a) of the Plan is hereby amended to read in its entirety
as follows:

                 "This Plan shall be administered by a Committee appointed by
         the Board.  The Board may remove members from, or add members to, the
         Committee at any time.  To the extent possible and advisable, the
         Committee shall be composed of individuals that satisfy Rule 16b-3
         under the Exchange Act and Code Section 162(m).  Notwithstanding
         anything herein to the contrary, any action which may be taken by the
         Committee may also be taken by the Board."


         2. Section 4(b) of the Plan is hereby deleted in its entirety and
Section 4(c) of the Plan is hereby renumbered as Section 4(b).

         3. Section 5(a) of the Plan is hereby amended to read in its entirety
as follows:

                 "The aggregate number of shares of Common Stock which may be
         issued pursuant to this Plan shall be one million two hundred twelve
         thousand four hundred and fifty (1,212,450)  determined after giving
         effect to stock splits that occurred on or prior to the Amendment
         Effective Date.  This aggregate number may be adjusted from time to
         time as set forth in Section 13 below.  The maximum number of shares
         that may be issued to a single Participant on or after June 4, 1996 is
         two hundred forty two thousand four hundred ninety (242,490)
         determined after giving effect to stock splits that occurred on or
         prior to the Amendment Effective Date."

         4. Section 7(a) of the Plan is hereby amended to read in its entirety
as follows:

                 "Options shall be granted under this Plan on such terms and in
         such form as the Committee may approve, which shall not be
         inconsistent with the provisions of this Plan; provided, however, that
         in the event a grant of any Options by the Committee would not be
         exempt under Section 16b-3 of the Exchange Act, the Board may grant



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         such Options under this Plan on such terms and in such form as the
         Board may approve, which shall not be otherwise inconsistent with the
         provisions of this Plan."

         5. Section 14(c) of the Plan is hereby deleted in its entirety.

         6. This Amendment is effective as of the Amendment Effective Date.

         7. All other terms and conditions of the Agreement not specifically
amended herein shall remain in full force and effect.


                                        IXC Communications, Inc.


                                        By: /s/ John J. Willingham
                                            ---------------------------------
                                        Its: Senior Vice President and
                                             Chief Financial Officer



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