Exhibit 10.28


                       FRONTIER COMMUNICATIONS CORPORATION

                  NON-EMPLOYEE DIRECTORS' COMPENSATION SUMMARY



SIGN-ON OPTIONS
---------------
As  approved  by the  Compensation  Committee  and  subject  to Section 3 of the
Non-Employee Directors' Equity Incentive Plan (the "Plan"), upon commencement of
service  on the board  each  non-employee  director  will be  awarded a grant of
10,000  options to  purchase  the  Company's  common  stock.  These  options are
exercisable six months after their grant. The price of these options is the Fair
Market Value  (closing  price) of the  Company's  common stock on the day of the
director's election to the board.  Options expire ten years after the Grant Date
or, if earlier, on the first anniversary of a director's  termination of service
with respect to options granted after May 25, 2006.

FORMULA PLAN AWARDS
-------------------
Pursuant to Section 4.1(a) of the Plan, each non-employee  director will receive
a grant of 3,500  stock  units on the first  business  day of each Plan Year (as
defined in the Plan).

QUARTERLY RETAINER FEE
----------------------
A  non-employee  director  may elect to  receive  an annual  retainer  of either
$40,000  cash  or  5,760  stock  units,   in  each  case  payable  in  quarterly
installments as of the first business day of each calendar  quarter  ($10,000 or
1,440 stock units per quarter).

QUARTERLY MEETING FEES AND STIPENDS
-----------------------------------
A  non-employee  director may elect to receive  meeting fees and stipends,  when
applicable,  in cash or  stock  units,  or a  combination  of the two  forms  of
compensation.

Each  in-person  board and  committee  meeting  is  valued  at  $2,000  and each
telephonic board and committee meeting is valued at $1,000.

Each Committee Chair and the Lead Director will also receive quarterly  stipends
as follows:

  Non-Employee Director Stipends                        Qtrly      Annualized
  ----------------------------------------------------------------------------
  Lead Director                                         $3,750      $15,000
  Audit Committee Chair                                 $6,250      $25,000
  Compensation Committee Chair                          $5,000      $20,000
  Nominating and Corporate Governance Committee Chair   $1,875      $7,500
  Retirement Plan Committee Chair                       $1,875      $7,500

Meeting  fees and  stipends  are paid on the last  business  day of the calendar
quarter in which they were earned.






VALUATION OF STOCK UNITS
------------------------

Fees: The number of units to be awarded to a director who elects to defer all or
part of his or her fees and/or stipends in stock units is determined as follows:

     The cash value of the fees  and/or  stipends  payable to the  director  are
     divided  by 85%  of the  Fair  Market  Value  (the  closing  price)  of the
     Company's  common stock on the last business day of the calendar quarter in
     which the fees or stipends were earned.

Dividends:  As of the date of any payment of a stock  dividend or stock split by
the Company,  a director's  Stock Unit Account will be credited with Stock Units
equal to the  number  of  shares of Common  Stock  (including  fractional  share
entitlements)  which are  payable by the Company  with  respect to the number of
shares (including  fractional share  entitlements)  equal to the number of Stock
Units credited to the director's  Stock Unit Account on the record date for such
stock  dividend  or  stock  split.  As of the  date of any  dividend  in cash or
property  or  other  distribution  payable  to  holders  of  Common  Stock,  the
director's  Stock Unit Account  shall be credited  with  additional  Stock Units
equal to the  number  of  shares of Common  Stock  (including  fractional  share
entitlements) that could have been purchased at the Fair Market Value as of such
payment  date with the amount  which  would have been  received as a dividend or
distribution on the number of shares (including  fractional share  entitlements)
equal to the Stock Units credited to the director's Stock Unit Account as of the
record date.

ELECTION RULES AND PROCEDURES
-----------------------------

Each director must elect by December 31 of the preceding year (or within 30 days
after the  individual  becomes a director,  in which case the election  shall be
effective  only with respect to amounts  that are earned for services  performed
after the date the election is delivered)  whether he or she will receive his or
her meeting  fees,  stipends,  and retainer in cash or stock units,  or an equal
combination  of  the  two  forms  of   compensation.   All  elections  made  are
irrevocable.

DISTRIBUTION UPON TERMINATION OF SERVICE
----------------------------------------

Upon termination of service as a director, a director's stock unit account shall
be paid out in the form of cash  (valuing  each  stock  unit at the Fair  Market
Value  (the  closing  price)  of a share of the  Company's  common  stock on the
termination  date) or Company common stock, at the election of the director (one
share of common stock shall be distributed for each stock unit in the director's
stock unit account).  Absent a valid election,  stock units shall be paid out in
common stock.