CITIZENS COMMUNICATIONS CO
WILDEROTTER AGREEMENT
<DOCUMENT>
<TYPE>EX-10.16
<SEQUENCE>3
<FILENAME>wilderotteragreemt.txt
<DESCRIPTION>WILDEROTTER AGREEMENT
<TEXT>
                                                        Exhibit 10.16


                              EMPLOYMENT AGREEMENT
                               Mary A. Wilderotter


     This EMPLOYMENT AGREEMENT (the "Agreement") is dated as of November 1, 2004
(the  "Effective  Date") by and between  Citizens  Communications  Company  (the
"Company") and Mary A. Wilderotter ("Executive").

     WHEREAS,  Executive  is not  currently  employed  with  the  Company  as an
executive  officer and is leaving her current employer (the "Prior Employer") to
start work at the Company; and

     WHEREAS,  as of the Effective  Date,  the Company  desires to enter into an
agreement  with  Executive  embodying the terms of  Executive's  employment  and
pursuant to which Executive will serve as President and Chief Executive Officer,
and Executive desires to enter into such an agreement.

     NOW,  THEREFORE,  in  consideration  of the premises  and mutual  covenants
herein and for other  good and  valuable  consideration,  the  parties  agree as
follows:

     1. Term of  Employment.  Subject  to the  provisions  of  Section 8 of this
Agreement,  Executive  shall  be  employed  by  the  Company,  and  any  of  its
subsidiaries  that the Board of  Directors of the Company  (the  "Board")  shall
designate for a period  commencing on the Effective Date and ending on the fifth
anniversary  thereof  (the  "Initial  Term"),  on the terms and  subject  to the
conditions  set  forth  in this  Agreement.  Following  the  Initial  Term,  the
Agreement  shall  automatically  be renewed for additional  terms of one year on
each  anniversary  of the last day of the Initial Term (the Initial Term and any
annual  extensions  of the term of this  Agreement,  together,  the  "Employment
Term"),  subject  to  Section 8 of this  Agreement,  unless  the  Company or the
Executive  gives the other party written  notice of  non-renewal at least ninety
(90) days prior to such  anniversary.  A written notice of non-renewal  given by
the  Company  to the  Executive  shall be  considered  a Notice  of  Termination
(pursuant to Section 8(e) of this  Agreement) of a termination  without Cause by
the Company and shall constitute a termination  without Cause under Section 8(c)
of this  Agreement at the  expiration of such  Employment  Term for all purposes
hereunder.

     2. Position.

     a. During the Employment Term, Executive shall serve as President and Chief
Executive Officer of the Company and shall report directly to the Board. In such
position,  Executive shall have such duties and authority  commensurate with the
position of chief executive  officer of a company of similar size and nature. As
soon as practicable after the Effective Date, Executive shall become a member of
the Board.
<PAGE>

     b. During the  Employment  Term,  Executive  will devote  Executive's  full
business time and best efforts (excluding any periods of vacation or sick leave)
to the  performance of Executive's  duties  hereunder and will not engage in any
other  business,  profession or occupation for  compensation  or otherwise which
would conflict or interfere with the rendition of such services  either directly
or  indirectly,  without the prior written  consent of the Board;  provided that
nothing  herein shall preclude  Executive,  (i) subject to the prior approval of
the Board,  from  accepting  appointment to or continue to serve on any board of
directors  or  trustees  of  any   business   corporation   or  any   charitable
organization, (ii) making personal or family investments;  provided, however, in
each case  under  this  Section 2 (b)(i)  or (ii) that such  activities,  in the
aggregate,  do not conflict or interfere  with the  performance  of  Executive's
duties hereunder or conflict with Section 10 of this Agreement.

     3. Base Salary. During the Employment Term, the Company shall pay Executive
a base  salary at the annual  rate of  $700,000,  payable  by  payroll  check in
substantially equal periodic payments in accordance with the Company's practices
for other executive employees,  as such practices may be determined from time to
time.  Executive shall be entitled to such increases in Executive's base salary,
if any, as may be  determined  from time to time in the sole  discretion  of the
Board.  Executive's  annual  base  salary,  as in effect  from time to time,  is
hereinafter referred to as the "Base Salary."

     4. Annual Bonus. During the Employment Term, Executive shall be eligible to
earn an annual cash bonus award (an "Annual  Bonus"),  payable by payroll check,
with a  target  bonus  amount  equal  to 100% of the Base  Salary  (the  "Target
Bonus"),  with  adjustments  based on the  schedules  set forth in the  Citizens
Incentive  Plan, as amended from time to time, but the  adjustments  shall in no
event be less  favorable to Executive  than those set forth in such Plan for the
2004 calendar year; provided,  however,  that in no event shall the Annual Bonus
in respect of the 2004 calendar year be less than $700,000.

     5. Long-Term  Incentive.  As soon as practicable  after the Effective Date,
Executive shall upon commencement of her employment  hereunder,  receive a grant
of 150,000  restricted  shares of Common Stock (with the other grants hereunder,
the "Restricted Shares"). With respect to each fiscal year during the Employment
Term  after  2004,  the  Company  shall  grant no later  than each  March of the
following year (commencing with March, 2006) to Executive a number of Restricted
Shares  with an  aggregate  value on the  date of each  grant  equal to  between
$1,000,000 and $2,000,000,  as determined by the  Compensation  Committee of the
Board (the "Compensation Committee"). Subject to Section 8(b)(ii)(D) and Section
8(c)(iii)(D),  below,  each annual  grant of  Restricted  Shares  shall vest and
become  non-forfeitable  as to  twenty  (20)  percent  of the  shares  initially
granted,  on each anniversary of the date of grant and shall be fully vested and
100  percent  non-forfeitable  upon the fifth  anniversary  of the date of grant
provided,  however,  that  Executive  shall be  entitled to  participate  in any
program the Company  maintains to allow  employees to use vested  shares for the
payment of applicable taxes at the time of such vesting.

     6. Employee Benefits; Business Expenses.

     a.  Employee  Benefits.  During the  Employment  Term,  Executive  (and her
eligible  dependents) shall be entitled to participate in the Company's pension,
profit sharing, medical, dental, life insurance and other employee benefit plans
(other than severance  plans) (the "Company  Plans"),  as in effect from time to
time (collectively the "Employee  Benefits") on the same basis as those benefits
are generally  made  available to other senior  executives of the Company,  at a
level of participation commensurate with her position.

                                       2
<PAGE>

     b. Business Expenses and Perquisites.

     (i) Expenses.  During the Employment  Term,  reasonable  business  expenses
incurred by Executive in the performance of Executive's  duties  hereunder shall
be reimbursed by the Company in accordance with the Company's policies.

     (ii) Perquisites.  During the Employment Term,  Executive shall be entitled
to receive such  perquisites  as are  generally  made  available to other senior
executives of the Company at a level that is commensurate with her position.

     7. Relocation  Period.  During the period  commencing on the Effective Date
and  ending  no later  than  the  first  anniversary  thereof  (the  "Relocation
Period"),  Executive  is  expected  to arrange  relocation  from  California  to
Connecticut  on a permanent  basis for her, her spouse and her  dependents.  The
Company shall,  during the Relocation Period, pay or reimburse Executive for all
reasonable expenses incurred for temporary housing, local ground transportation,
travel to and from  California for her, her spouse and her  dependents,  closing
costs and moving  expenses in connection with the purchase and sale of permanent
housing and other costs and expenses during the Relocation Period related to her
maintaining a residence  separate from her family and relocating to Connecticut;
provided,  however,  that no later than November 1, 2005,  Executive  shall have
relocated to Connecticut and no further payments for expenses under this Section
7 that are incurred after the end of the Relocation Period shall be borne by the
Company.  The Company shall pay or reimburse  Executive under this Section 7 for
all costs and expenses  incurred  during the  Relocation  Period in an aggregate
amount up to $500,000.

     8.  Termination.  Executive's  employment  hereunder  may be  terminated by
either party at any time and for any reason;  provided  that  Executive  will be
required  to give the  Company at least 60 days  advance  written  notice of any
resignation of Executive's  employment (30 days if such resignation is for "Good
Reason" (as hereinafter  defined)).  Notwithstanding any other provision of this
Agreement, the provisions of this Section 8 shall exclusively govern Executive's
rights upon termination of employment with the Company.

     a. By the  Company  For  Cause or By  Executive  Resignation  Without  Good
        Reason.

     (i)  The  Employment  Term  and  Executive's  employment  hereunder  may be
terminated  by the  Company  for Cause (as  defined  below) and shall  terminate
automatically upon Executive's  resignation  without Good Reason;  provided that
Executive will be required to give the Company at least 60 days advance  written
notice of such  resignation.  For  purposes  of this  Agreement,  a  failure  by
Executive to have effected a relocation to Connecticut, reasonably acceptable to
the Board before November 1, 2005,  shall be deemed to be a resignation  without
Good Reason by Executive for all purposes hereunder, effective as of November 1,
2005;  provided,  however, if the Board does not accept that such relocation has
occurred  before  November 1, 2005,  Executive  shall be given written notice of
that fact by the Board as soon as reasonably practicable upon such determination
and the  resolution of such issue shall be dealt with using the same  procedures
as would be used in the last two sentences of Section 8(a)(ii).

                                       3
<PAGE>

     (ii) For purposes of this  Agreement,  "Cause" shall mean  Executive's  (A)
willful  and  continued  failure  (other  than as a result of physical or mental
illness or injury) to perform her material  duties  (provided such duties are as
described  in Section  2) to the  Company or its  subsidiaries  which  continues
beyond 10 days after a written demand for  substantial  performance is delivered
to Executive by the Company (the "Cure Period"), which demand shall identify and
describe such failure with sufficient specificity to allow Executive to respond;
(B) willful or intentional conduct that causes material and demonstrable injury,
monetarily or otherwise,  to the Company;  (C)  conviction of, or a plea of nolo
contendere  to, a crime  constituting  (x) a felony under the laws of the United
States or any state thereof or (y) a misdemeanor  involving moral turpitude;  or
(D)  material  breach of a  material  provision  of this  Agreement,  including,
without limitation,  engaging in any action in breach of Section 9 or Section 10
of this Agreement,  which continues  beyond the Cure Period (to the extent that,
in the Board's reasonable  judgment,  such breach can be cured). For purposes of
this Section 8(a)(ii), no act, or failure to act, on the part of Executive shall
be  considered  "willful" or  "intentional"  unless it is done, or omitted to be
done, by Executive in bad faith and without  reasonable  belief that Executive's
action or inaction was in the best interests of the Company. Any act, or failure
to act, based upon authority  given pursuant to a resolution duly adopted by the
Board or based upon the advice of counsel for the Company shall be  conclusively
presumed to be done,  or omitted to be done,  by  Executive in good faith and in
the best interests of the Company.  Any determination that Executive has engaged
in conduct for which the Board wishes to terminate Executive's  employment shall
be made  after a  meeting  of the  nonemployee  directors  of the Board at which
Executive  shall  be  invited  to  appear,  with  counsel,  to  respond  to  the
allegations  set forth in the written  notice to the  Executive  of such meeting
(which notice shall provide sufficient specificity to allow Executive to respond
to such  allegations).  The  Board  may  terminate  the  Executive  for  "Cause"
hereunder  following such meeting only upon the affirmative  vote of at least 60
percent of the nonemployee directors.

     (iii) If Executive's  employment is terminated by the Company for Cause, or
if  Executive  resigns  without  Good  Reason,  Executive  shall be  entitled to
receive:

          (A) the Base Salary through the date of termination;

          (B) any Annual Bonus  earned but unpaid as of the date of  termination
     for any previously completed fiscal year;

          (C)  reimbursement  for any unreimbursed  business  expenses  properly
     incurred by Executive in accordance  with Company  policy prior to the date
     of Executive's termination;

          (D) any accrued but unpaid vacation; and

          (E) such Employee Benefits, if any, to which Executive may be entitled
     under  the  applicable  Company  Plans  or  hereunder  (including,  without
     limitation,  if  applicable,  any  Restricted  Shares) upon  termination of
     employment  hereunder,  (the  payments and benefits  described  clauses (A)
     through  (E)  hereof  being  referred  to,  collectively,  as the  "Accrued
     Rights").

                                       4
<PAGE>

Following such termination of Executive's employment by the Company for Cause or
resignation  by  Executive,  except as set forth in this Section  8(a)(iii)  and
Section 8(g),  Executive shall have no further rights to any compensation or any
other benefits under this Agreement.

          b. Disability or Death.

          (i) Executive's  employment hereunder shall terminate upon Executive's
     death and may be terminated by the Company if Executive becomes  physically
     or mentally  incapacitated  and is therefore unable for a period of six (6)
     consecutive  months or for an  aggregate  of nine (9)  months in any twelve
     (12)  consecutive  month  period  to  perform   Executive's   duties  (such
     incapacity is hereinafter referred to as "Disability").  Any question as to
     the existence of the Disability of Executive as to which  Executive and the
     Company  cannot  agree  shall  be  determined  in  writing  by a  qualified
     independent  physician mutually acceptable to Executive and the Company. If
     Executive  and the  Company  cannot  agree  as to a  qualified  independent
     physician,  each shall  appoint such a physician  and those two  physicians
     shall  select a third who shall make such  determination  in  writing.  The
     determination  of  Disability  made in writing to the Company and Executive
     shall be final and conclusive for all purposes of the Agreement.

          (ii) Upon termination of Executive's  employment  hereunder for either
     Disability or death,  Executive or Executive's estate (as the case may be),
     shall be entitled to receive:

               (A) the Accrued Rights;

               (B)  continued  payment of  Executive's  Base  Salary  during the
          period  commencing on the termination date and ending on the date that
          is six months after the termination date;

               (C) a pro  rata  portion  of  the  Annual  Bonus,  if  any,  that
          Executive would have been entitled to receive pursuant to the Citizens
          Incentive Plan in the year of termination, based on actual performance
          through the date of termination; and

               (D) all  Restricted  Shares that have been granted as of the date
          of termination  shall be fully vested and  non-forfeitable  as of such
          date,  all other  restricted  shares and options  granted to Executive
          that  are  not  vested  as  of  such  date  shall  become  vested  and
          non-forfeitable  or, in the case of options,  fully  exercisable,  and
          Executive  shall  not be  entitled  to any  further  annual  grants of
          Restricted Shares under Section 5 of this Agreement.

     (iii)  Upon  termination  of  Executive's   employment   hereunder  due  to
Executive's  death or  Disability,  in addition  to the  benefits  described  in
Section 8(b)(ii) above, the Company shall provide Executive (in the event of her
Disability)  and  Executive's  spouse with medical,  dental,  life insurance and
other health  benefits  (pursuant  to the same  Company  Plans that are medical,
dental, life insurance and other health benefit plans and that are in effect for
active  employees of the  Company),  at the sole cost of the Company,  until the
second anniversary of the date of Executive's death or Disability.

                                       5
<PAGE>

Following  Executive's  termination  of employment  due to death or  Disability,
except as set forth in this Section 8(b) and Section 8(g),  Executive shall have
no  further  rights  to  any  compensation  or any  other  benefits  under  this
Agreement.

     c. By the  Company  Without  Cause  or by  Executive  Resignation  for Good
        Reason.

     (i) Executive's  employment  hereunder may be terminated (A) by the Company
without Cause (which shall not include Executive's termination of employment due
to her death or  Disability)  or (B) by  Executive  for Good  Reason (as defined
below).

     (ii) For  purposes  of this  Agreement,  "Good  Reason"  shall mean (A) the
failure of the  Company to pay or cause to be paid  Executive's  Base  Salary or
Annual  Bonus,  or grant  the  Restricted  Shares  when due  hereunder,  (B) any
substantial  and  continuing  diminution in Executive's  position,  authority or
responsibilities from those described in Section 2 hereof, (C) any relocation of
Executive's  principal  office  location  more  than  25  miles  outside  of the
Stamford,  Connecticut  metropolitan area, or (D) any other material breach of a
material provision of this Agreement;  provided that any of the events described
in clauses (A), (B), (C) or (D) of this Section  8(c)(ii) shall  constitute Good
Reason only if the Company fails to cure such event within 10 days after receipt
from  Executive  of written  notice of the event which  constitutes  Good Reason
(with  sufficient  specificity from Executive for the Company to respond to such
claim).

     (iii) If Executive's  employment is terminated by the Company without Cause
(other than by reason of death or  Disability)  or by Executive for Good Reason,
subject  to  Executive's  execution  of a release  of all then  existing  claims
against the Company and its subsidiaries,  affiliates,  shareholders,  officers,
directors, employees and agents, Executive shall be entitled to receive:

          (A) the Accrued Rights;

          (B) subject to Executive's continued compliance with the provisions of
     Section 9 and Section 10 of this Agreement,  an amount equal to the greater
     of (i) three times the sum of the Base Salary and Target Bonus,  payable in
     equal  installments over the thirty-six (36) month period commencing on the
     date of termination,  and (ii) continued payment, during the balance of the
     Initial  Term, of the Base Salary and Target Bonus (the  applicable  period
     referenced  in clause  (i) and (ii)  hereof  shall be  referred  to in this
     Agreement as the "Severance Period"); provided, however, that the aggregate
     amount described in this subsection (B) shall be reduced by any amounts due
     and owing by Executive to the Company for funds  borrowed  from or advanced
     by the Company (to the extent permitted under applicable law);

          (C) continuation of medical,  dental,  life insurance and other health
     benefits (pursuant to the same Company Plans that are medical, dental, life
     insurance and other health  benefit plans and that are in effect for active
     employees  of the  Company)  until the  earlier  to occur of the end of the
     Severance  Period  and the  date on which  Executive  becomes  eligible  to
     receive comparable benefits from any subsequent employer; and

                                       6
<PAGE>

          (D) all Restricted  Shares shall be vested and  non-forfeitable  as of
     the date of termination, all other restricted shares and options granted to
     Executive  that are not  vested as of such date  shall  become  vested  and
     nonforfeitable or, in the case of options,  fully exercisable and Executive
     shall not be entitled to any further  annual  grants of  Restricted  Shares
     under Section 5 of this Agreement.

Following  Executive's  termination  of employment by the Company  without Cause
(other than by reason of Executive's  death or Disability) or Executive for Good
Reason,  except  as set  forth  in this  Section  8(c)(iii)  and  Section  8(g),
Executive shall have no further rights to any compensation or any other benefits
under this Agreement.

          d. Change in Control.

     (i)  Executive  shall also be entitled to the benefits set forth in Section
8(c)(iii)  above if,  within one year  following  a Change in  Control  (defined
below),  Executive terminates her employment as a result of: (i) any decrease by
the Company of the Base Salary or Target Bonus; (ii) any decrease in Executive's
pension  benefit  opportunities  or any  material  diminution  in the  aggregate
employee  benefits;  or (iii) any  material  diminution  in  Executive's  title,
reporting  relationships,  duties or  responsibilities  (each,  a  "Constructive
Termination Event"); provided that either of the events described in clauses (i)
and (ii) of this Section 8(d) shall constitute a Constructive  Termination Event
only if the Company  fails to cure such event within 10 days after  receipt from
Executive  of  written  notice of the event  which  constitutes  a  Constructive
Termination Event.

     (ii) For purposes of this Agreement,  a "Change in Control" shall be deemed
to have occurred:

          (A) When any "person" as defined in Section  3(a)(9) of the Securities
     Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and as used in
     Section 13(d) and 14(d) thereof,  including a "group" as defined in Section
     13(d) of the Exchange Act (but excluding the Company and any subsidiary and
     any employee  benefit plan  sponsored or  maintained  by the Company or any
     subsidiary  (including  any  trustee  of such  plan  acting  as  trustee)),
     directly or indirectly,  becomes the "beneficial owner" (as defined in Rule
     13d-3 under the Exchange  Act), of  securities of the Company  representing
     50% or more of the combined voting power of the Company's then  outstanding
     securities; or

          (B) Upon the consummation of any merger or other business  combination
     involving the Company, a sale of substantially all of the Company's assets,
     liquidation or dissolution of the Company or a combination of the foregoing
     transactions  (the  "Transactions")  other than a  Transaction  immediately
     following which the  shareholders of the Company  immediately  prior to the
     Transaction own, in the same proportion,  at least 51% of the voting power,
     directly or indirectly, of (i) the surviving corporation in any such merger
     or other  business  combination;  (ii) the purchaser of or successor to the
     Company's assets; (iii) both the surviving corporation and the purchaser in
     the event of any  combination of  Transactions;  or (iv) the parent company
     owning 100% of such surviving corporation,  purchaser or both the surviving
     corporation and the purchaser, as the case may be.

                                       7
<PAGE>

     (iii) Excess Parachute Payments.

          (A) If it is determined  (as hereafter  provided)  that any payment or
     distribution  by the  Company to or for the benefit of  Executive,  whether
     paid or payable or  distributed or  distributable  pursuant to the terms of
     this  Agreement  or  otherwise  pursuant  to  or by  reason  of  any  other
     agreement,   policy,  plan,  program  or  arrangement,   including  without
     limitation any stock option,  restricted  stock award,  stock  appreciation
     right or similar right,  or the lapse or termination of any  restriction on
     or the vesting or  exercisability  of any of the  foregoing  (a  "Severance
     Payment"),  would be subject to the excise tax  imposed by Section  4999 of
     the  Internal  Revenue  Code of  1986,  as  amended  (the  "Code")  (or any
     successor  provision thereto) by reason of being "contingent on a change in
     ownership or control" of the Company, within the meaning of Section 280G of
     the Code (or any successor provision thereto) or to any similar tax imposed
     by state or local law, or any  interest or  penalties  with respect to such
     excise  tax  (such  tax or  taxes,  together  with  any such  interest  and
     penalties,  are hereafter  collectively  referred to as the "Excise  Tax"),
     then  Executive  shall  receive the greater of (x) the  Severance  Payment,
     after  payment by  Executive  of the Excise  Tax  imposed on the  Severance
     Payment and (y) the amount of the Severance  Payment  (calculated  on a net
     after-tax basis) which could be paid to Executive under Section 280G of the
     Code  without  causing  any loss of  deduction  to the  Company  under such
     Section (the "Capped Payment");  provided,  however,  that if the amount in
     subsection (x) herein exceeds the amount  determined  under  subsection (y)
     herein by at least 125% of such amount in subsection (y), the Company shall
     make an additional payment (the "Gross-Up Payment") to Executive such that,
     after payment of all Excise Taxes and any other taxes payable in respect of
     such  Gross-Up  Payment,  Executive  shall  retain the same amount as if no
     Excise Tax had been imposed.

          (B) Subject to the  provisions  of Section  8(d)(iii)(A)  hereof,  all
     determinations  required  to be made under  this  Section  8(d),  including
     whether an Excise Tax is payable by Executive and the amount of such Excise
     Tax, shall be made by the nationally  recognized  firm of certified  public
     accountants (the "Accounting Firm") used by the Company prior to the Change
     in Control (or, if such Accounting  Firm declines to serve,  the Accounting
     Firm shall be a nationally  recognized firm of certified public accountants
     selected  by  Executive).  The  Accounting  Firm shall be  directed  by the
     Company or Executive to submit its preliminary  determination  and detailed
     supporting  calculations  to both  the  Company  and  Executive  within  15
     calendar days after the date of Executive's  termination of employment,  if
     applicable,  and any other  such time or times as may be  requested  by the
     Company or Executive. If the Accounting Firm determines that any Excise Tax
     is payable by  Executive,  the Company shall either (x) make payment of the
     Severance Payment,  less all amounts withheld in respect of the Excise Tax,
     as required by applicable law, (or, if applicable the Gross-Up  Payment) or
     (y)  reduce  the  Severance  Payment  by the  amount  which,  based  on the
     Accounting Firm's  determination and calculations,  would provide Executive
     with the Capped Payment,  and pay to Executive such reduced amount.  If the
     Accounting Firm  determines that no Excise Tax is payable by Executive,  it
     shall, at the same time as it makes such  determination,  furnish Executive
     with an opinion that she has substantial authority not to report any Excise
     Tax on her federal,  state,  local income or other tax return. All fees and
     expenses of the Accounting  Firm shall be paid by the Company in connection
     with the calculations required by this section.

                                       8
<PAGE>

          (C) The federal,  state and local income or other tax returns filed by
     Executive (or any filing made by a  consolidated  tax group which  includes
     the Company)  shall be prepared  and filed on a  consistent  basis with the
     determination of the Accounting Firm with respect to the Excise Tax payable
     by  Executive.  Executive  shall make  proper  payment of the amount of any
     Excise Tax, and at the request of the Company,  provide to the Company true
     and correct  copies (with any  amendments) of her federal income tax return
     as filed with the  Internal  Revenue  Service and  corresponding  state and
     local  tax  returns,  if  relevant,  as filed  with the  applicable  taxing
     authority,  and such other documents  reasonably  requested by the Company,
     evidencing such payment.

     e. Notice of  Termination.  Any purported  termination of employment by the
Company  or by  Executive  (other  than  due  to  Executive's  death)  shall  be
communicated  by written  Notice of  Termination  to the other  party  hereto in
accordance with Section 13(h) hereof. For purposes of this Agreement,  a "Notice
of  Termination"   shall  mean  a  notice  which  shall  indicate  the  specific
termination  provision  in this  Agreement  relied  upon and  shall set forth in
reasonable  detail  the facts and  circumstances  claimed to provide a basis for
termination of employment under the provision so indicated.

     f. Board/Committee Resignation; Execution of Release of all Claims.

     (i) Upon  termination of Executive's  employment for any reason,  Executive
agrees  to  resign,  as of the  date  of  such  termination  and  to the  extent
applicable,  from  the  Board  (and any  committees  thereof)  and the  board of
directors (and any committees  thereof) of any of the Company's  subsidiaries or
affiliates.

     (ii) Upon termination of Executive's  employment for any reason,  Executive
agrees to execute a release of all then existing claims against the Company, its
subsidiaries,  affiliates,  shareholders,  directors,  officers,  employees  and
agents in relation to claims relating to or arising out of her employment or the
business of the Company; provided,  however, that any such release shall not bar
or prevent  Executive  from  responding to any  litigation  or other  proceeding
initiated by a released party and asserting any claim or counterclaim she has in
such  litigation or other  proceeding as if no such release had been given as to
such  party.  Notwithstanding  anything  set  forth  in  this  Agreement  to the
contrary,  upon termination of Executive's employment for any reason,  Executive
shall  not  receive  any  payments  or  benefits  to which  she may be  entitled
hereunder (other than those which by law cannot be subject to the execution of a
release) (A) if Executive revokes such release or (B) until eight (8) days after
the date  Executive  signs such release (or until such other date as  applicable
law may provide that Executive cannot revoke such release).

                                       9
<PAGE>

     g. Indemnification.  While employed hereunder and thereafter,  with respect
to the  period  during  which she was  employed  hereunder,  Executive  shall be
indemnified  by the  Company to the fullest  extent  permitted  by its  charter,
by-laws or the terms of any insurance or other  indemnity  policy  applicable to
officers  or  directors  of the  Company  (including  any rights to  advances or
reimbursement  of  legal  fees  thereunder).  The  Company  shall  provide  that
Executive's right to  indemnification  hereunder by the Company or any insurance
or  indemnity  policy  shall at no time be less than the right of any officer or
director of the Company,  in the same or similar  circumstances.  The  Company's
obligation  under this Section 8(g) shall survive any termination of Executive's
employment hereunder or the expiration or termination of this Agreement.

     9. Non-Competition/Non-Solicitation/Non-Disparagement.

     a. Executive  acknowledges and recognizes the highly  competitive nature of
the businesses of the Employer and its affiliates and  accordingly  agrees that,
during  the  Employment  Term  and,  for a  period  of one  year  following  any
termination  of  Executive's   employment  with  the  Company  (the  "Restricted
Period"),  Executive will not, whether on Executive's own behalf or on behalf of
or  in  conjunction  with  any  person,   firm,   partnership,   joint  venture,
association,  corporation or other business  organization,  entity or enterprise
whatsoever  ("Person"),  directly  or  indirectly  engage in any  business  that
directly or indirectly competes in any material way with the primary business of
the Company:

     (i)  During  the  Restricted   Period,   Executive  will  not,  whether  on
Executive's  own  behalf  or on  behalf of or in  conjunction  with any  Person,
directly or indirectly:

          (A) solicit or encourage any employee of the Company or its affiliates
     to leave the employment of the Company or its affiliates; or

          (B) hire any such  employee  who was  employed  by the  Company or its
     affiliates as of the date of Executive's termination of employment with the
     Company  or who  left  the  employment  of the  Company  or its  affiliates
     coincident  with, or within one year prior to or after,  the termination of
     Executive's employment with the Company.

     b.  Executive  shall not at any time  issue any press  release  or make any
public  statement  about  the  Company  or  any  director,   officer,  employee,
successor,  parent, subsidiary or agent or representative of, or attorney to the
Company (any of the foregoing,  a "Company Affiliate")  regarding (i) any of the
foregoing's financial status, business,  services,  business methods, compliance
with  laws,  or  ethics  or  otherwise,  or (ii)  regarding  Company  personnel,
directors,   officers,   employees,   attorneys,   agents,  including,   without
limitation,  in respect of both  clauses  (i) and (ii),  any  statement  that is
intended or reasonably likely to disparage the Company or any Company Affiliate,
or  otherwise  degrade  any  Company  Affiliate's  reputation  in the  business,
industry or legal  community in which any such Company  Affiliate  operates and,
the  Company  shall not at any time  issue any press  release or make any public
statement about Executive or her spouse that is intended or reasonably likely to
disparage Executive's reputation in the business, industry or legal community or
otherwise  degrade  her  or his  reputation  or  standing  in  their  community;
provided,  that,  Executive  and the Company  shall be permitted to (a) make any
statement that is required by applicable securities or other laws to be included
in a filing  or  disclosure  document,  subject  to prior  notice  to the  other
thereof,  and (b) defend  herself or itself  against any  statement  made by the
other  party  (including  those made by any Company  Affiliate  or by any person
affiliated  with the  Executive  or her spouse)  that is intended or  reasonably
likely to disparage or otherwise degrade that party's reputation,  only if there
is a reasonable  belief that the  statements  made in such defense are not false
statements and (c) provide truthful testimony in any legal proceeding.

                                       10
<PAGE>

     c. It is expressly  understood  and agreed that although  Executive and the
Company consider the restrictions  contained in this Section 9 to be reasonable,
if a final judicial  determination is made by a court of competent  jurisdiction
that the time or territory or any other restriction  contained in this Agreement
is an  unenforceable  restriction  against  Executive,  the  provisions  of this
Agreement  shall not be rendered void but shall be deemed amended to apply as to
such maximum  time and  territory  and to such maximum  extent as such court may
judicially determine or indicate to be enforceable.  Alternatively, if any court
of competent jurisdiction finds that any restriction contained in this Agreement
is  unenforceable,  and such  restriction  cannot  be  amended  so as to make it
enforceable,  such  finding  shall not affect the  enforceability  of any of the
other restrictions contained herein.

     10. Confidentiality.

     a.  Executive  will not at any time  (whether  during or after  Executive's
employment  with the  Company)  (x) retain or use for the  benefit,  purposes or
account of Executive or any other  Person;  or (y)  disclose,  divulge,  reveal,
communicate, share, transfer or provide access to any Person outside the Company
(other  than  its  professional   advisers  who  are  bound  by  confidentiality
obligations),  any  non-public,   proprietary  or  confidential  information  --
including  without  limitation  rates,  trade  secrets,  know-how,  research and
development,  software, databases, inventions,  processes, formulae, technology,
designs  and  other  intellectual  property,  information  concerning  finances,
investments,  profits, pricing, costs, products,  services,  vendors, customers,
clients, partners, investors,  personnel,  compensation,  recruiting,  training,
advertising, sales, marketing, promotions,  government and regulatory activities
and approvals -- concerning the past, current or future business, activities and
operations of the Company, its subsidiaries or affiliates and/or any third party
that has  disclosed  or provided  any of same to the  Company on a  confidential
basis ("Confidential  Information")  without the prior written  authorization of
the Board.

     b. "Confidential Information" shall not include any information that is (a)
generally  known  to the  industry  or the  public  other  than as a  result  of
Executive's  breach of this  covenant  or any  breach  of other  confidentiality
obligations by third parties; (b) made legitimately  available to Executive by a
third party without breach of any confidentiality obligation; or (c) required by
law to be disclosed; provided that Executive shall give prompt written notice to
the  Company  of  such  requirement,  disclose  no more  information  than is so
required,  and cooperate with any attempts by the Company to obtain a protective
order or similar treatment.

                                       11
<PAGE>

     c. Upon  termination  of  Executive's  employment  with the Company for any
reason,  Executive shall immediately destroy,  delete, or return to the Company,
at the  Company's  option,  all  originals  and  copies  in any  form or  medium
(including  memoranda,  books, papers,  plans, computer files, letters and other
data) in  Executive's  possession  or control  (including  any of the  foregoing
stored or located in Executive's office, home, laptop or other computer, whether
or not Company  property)  that contain  Confidential  Information  or otherwise
relate to any material aspects of the business (that are not otherwise available
to the public) of the Company,  its  affiliates  and  subsidiaries,  except that
Executive  may retain only those  portions  of any  documents,  personal  notes,
notebooks and diaries that do not contain any Confidential Information.

     d. The  provisions  of this  Section 10 shall  survive the  termination  of
Executive's employment for any reason.

     11.  Specific  Performance.  Executive  acknowledges  and  agrees  that the
Employer's  remedies  at law for a breach  or  threatened  breach  of any of the
provisions of Section 9 or Section 10 of this Agreement  would be inadequate and
the  Company  would  suffer  irreparable  damages as a result of such  breach or
threatened  breach.  In recognition of this fact,  Executive agrees that, in the
event of such a breach or threatened breach, in addition to any remedies at law,
the  Company,  without  posting any bond,  shall be entitled to cease making any
payments or  providing  any benefit  otherwise  required by this  Agreement  and
obtain  equitable  relief  in  the  form  of  specific  performance,   temporary
restraining  order,  temporary or permanent  injunction  or any other  equitable
remedy which may then be available. In the event of an alleged breach of Section
9(b) by the Company,  Executive shall not be required to post a bond in order to
seek equitable relief or any other equitable remedy.

     12.  Arbitration.  Except as  provided  in Section  11,  any other  dispute
arising out of or asserting breach of this Agreement, or any statutory or common
law claim by Executive  relating to her  employment  under this Agreement or the
termination  thereof  (including  any tort or  discrimination  claim),  shall be
exclusively  resolved by binding  statutory  arbitration in accordance  with the
Employment  Dispute  Resolution Rules of the American  Arbitration  Association.
Such  arbitration  process  shall take place in New York,  New York.  A court of
competent jurisdiction may enter judgment upon the arbitrator's award. All costs
and expenses of arbitration  (including fees and disbursements of counsel) shall
be borne by the respective  party incurring such costs and expenses,  unless the
arbitrator  shall  award  costs and  expenses  to the  prevailing  party in such
arbitration.

     13. Miscellaneous.

     a.  Governing  Law.  This  Agreement  shall be governed by and construed in
accordance  with  the  laws of the  State  of  Connecticut,  without  regard  to
conflicts of laws principles thereof.

                                       12
<PAGE>

     b.  Entire   Agreement/Amendments.   This  Agreement  contains  the  entire
understanding  of the parties with respect to the employment of Executive by the
Company. There are no restrictions,  agreements, promises, warranties, covenants
or  undertakings  between the parties with respect to the subject  matter herein
other than those expressly set forth herein.  This Agreement may not be altered,
modified or amended except by written instrument signed by the parties hereto.

     c. No Waiver. The failure of a party to insist upon strict adherence to any
term of this  Agreement on any occasion shall not be considered a waiver of such
party's  rights or deprive  such party of the right  thereafter  to insist  upon
strict adherence to that term or any other term of this Agreement.

     d.  Severability.  In the event that any one or more of the  provisions  of
this  Agreement  shall be or become  invalid,  illegal or  unenforceable  in any
respect,  the validity,  legality and enforceability of the remaining provisions
of this Agreement shall not be affected thereby.

     e.  Assignment.  This Agreement,  and all of Executive's  rights and duties
hereunder,  shall not be  assignable  or delegable by  Executive.  Any purported
assignment or  delegation  by Executive in violation of the  foregoing  shall be
null and void ab  initio  and of no force  and  effect.  This  Agreement  may be
assigned  by the  Company  to a person  or  entity  which is an  affiliate  or a
successor in interest to  substantially  all of the business  operations  of the
Company.  Upon such  assignment,  the  rights  and  obligations  of the  Company
hereunder shall become the rights and obligations of such affiliate or successor
person or entity.

     f. Set Off;  Mitigation.  The  Company's  obligation  to pay  Executive the
amounts  provided and to make the arrangements  provided  hereunder shall not be
subject to set-off,  counterclaim  or recoupment of amounts owed by Executive to
the Company or its affiliates,  other than any amounts due and owing as provided
for under  Section  8(c)(iii)(B)  hereof.  Executive  shall not be  required  to
mitigate the amount of any payment  provided  for pursuant to this  Agreement by
seeking other employment or otherwise and the amount of any payment provided for
pursuant to this Agreement shall not be reduced by any compensation  earned as a
result of Executive's other employment or otherwise.

     g. Successors; Binding Agreement. This Agreement shall inure to the benefit
of and be binding upon the Company and its  subsidiaries  and  Executive and any
personal  or  legal  representatives,   executors,  administrators,  successors,
assigns, heirs, distributees,  devisees and legatees.  Further, the Company will
require  any  successor  (whether,  direct or  indirect,  by  purchase,  merger,
consolidation or otherwise) to all or  substantially  all of the business and/or
assets of the Company to assume expressly and agree to perform this Agreement in
the same manner and to the same  extent  that the  Company  would be required to
perform it if no such  succession  had taken place.  As used in this  Agreement,
"Company" shall mean the Company and any successor to its business and/or assets
which is  required  by this  Section  13(g) to assume and agree to perform  this
Agreement  or which  otherwise  assumes  and agrees to perform  this  Agreement;
provided,  however, in the event that any successor,  as described above, agrees
to assume this Agreement in accordance  with the preceding  sentence,  as of the
date such  successor so assumes this  Agreement,  the Company  shall cease to be
liable for any of the obligations contained in this Agreement.

                                       13
<PAGE>

     h.  Notice.  For the  purpose  of this  Agreement,  notices  and all  other
communications  provided for in the  Agreement  shall be in writing and shall be
deemed to have been duly given when  delivered by hand or  overnight  courier or
three days after it has been mailed by United  States  registered  mail,  return
receipt requested,  postage prepaid,  addressed to the respective  addresses set
forth below in this Agreement, or to such other address as either party may have
furnished to the other in writing in accordance herewith,  except that notice of
change of address shall be effective only upon receipt.

                  If to the Company:

                  Citizens Communications Company
                  Three High Ridge Park
                  Building 3
                  Stamford, Connecticut 06905
                  Attention:        Russ Mitten, Esq.

                  With a copy to:

                  Simpson Thacher & Bartlett LLP
                  425 Lexington Avenue
                  New York, New York 10017
                  Attention:        Alvin H. Brown, Esq.

                  If to Executive:

                  To the most recent address of Executive set forth in the
                  personnel records of the Company.

                  With a copy to:

                  Howard, Rice, Nemorovski, Canady, Falk & Rabin LLC
                  3 Embarcadero Center
                  Seventh Floor
                  San Francisco, California 94111
                  Attn:  Kenneth G. Hausman, Esq.

     i. Executive  Representation.  Executive  hereby  represents to the Company
that the execution  and delivery of this  Agreement by Executive and the Company
and the  performance  by Executive of  Executive's  duties  hereunder  shall not
constitute a breach of, or  otherwise  contravene,  the terms of any  employment
agreement  or  other  agreement  or  policy  to  which  Executive  is a party or
otherwise bound, whether with the Prior Employer or otherwise.

     j. Prior  Agreements.  This Agreement  supercedes all prior  agreements and
understandings  (including verbal agreements)  between Executive and the Company
and/or  its  affiliates  regarding  the  terms  and  conditions  of  Executive's
employment with the Company and/or its affiliates.

                                       14
<PAGE>

     k. Cooperation.  Executive shall provide Executive's reasonable cooperation
in connection  with any action or  proceeding  (or any appeal from any action or
proceeding)  which relates to events  occurring  during  Executive's  employment
hereunder. This provision shall survive any termination of this Agreement.

     l.  Withholding  Taxes.  The Company may withhold from any amounts  payable
under this Agreement  such Federal,  state and local taxes as may be required to
be withheld pursuant to any applicable law or regulation.

     m.  Counterparts.  This  Agreement may be signed in  counterparts,  each of
which shall be an original,  with the same effect as if the  signatures  thereto
and hereto were upon the same instrument.

                                       15
<PAGE>


     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first above written.



CITIZENS COMMUNICATIONS COMPANY:            EXECUTIVE:

/s/  Citizens Communications Company        /s/  Mary A. Wilderotter
------------------------------------        ------------------------
     Citizens Communications Company             Mary A. Wilderotter


By:  /s/ Rudy Graf
     -------------------------------
         Rudy Graf

                                       16


</TEXT>
</DOCUMENT>
