CITIZENS COMMUNICATIONS CO
ELLIOTT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.17
<SEQUENCE>4
<FILENAME>elliottagreemt.txt
<DESCRIPTION>ELLIOTT AGREEMENT
<TEXT>
                                                        Exhibit 10.17


                              EMPLOYMENT AGREEMENT
                                  Jerry Elliott


     This  EMPLOYMENT  AGREEMENT (the  "Agreement")  is dated as of September 1,
2004 (the "Effective Date") by and between Citizens  Communications Company (the
"Company") and Jerry Elliott ("Executive").

     WHEREAS,  Executive is currently  employed with the Company as an Executive
Vice President and the Chief Financial Officer; 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 an Executive  Vice President and the
Chief Financial 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  Chief  Executive  Officer  (the  "CEO")  or 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 an Executive Vice
President  and the Chief  Financial  Officer  of the  Company  and shall  report
directly to the Chief  Executive  Officer of the Company and the Board.  In such
position,  Executive shall have such duties and authority  commensurate with the
position  of chief  financial  officer of a company of similar  size and nature.
Upon the  retirement  from the Board of the first member of the Board who is not
an  "independent  director"  (within  the meaning of the  Sarbanes  Oxley Act of
2002), Executive shall become a member of the Board.

     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,  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;  provided in each case in the aggregate,  that such  activities do
not conflict or interfere with the performance of Executive's  duties  hereunder
or conflict with Section 10 of this Agreement.
<PAGE>

     3. Base Salary. During the Employment Term, the Company shall pay Executive
a base salary at the annual rate of  $500,000,  payable 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 CEO and 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 bonus award (an "Annual Bonus"), 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.

     5.  Long-Term  Incentive.  With  respect  to each  fiscal  year  during the
Employment  Term,  the  Company  shall  grant no later  than  each  March of the
following  year to Executive a number of restricted  shares of common stock (the
"Restricted  Shares") with an aggregate value on the date of each grant equal to
between $750,000 and $1,000,000,  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.

     6. Employee Benefits; Business Expenses.

          a.   Employee Benefits. During the Employment Term, Executive (and his
               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.

          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 his position.

                                       2
<PAGE>

     7. Special  Bonus.  In  recognition  of  Executive's  role in the Company's
successful  achievement  of  strategic  objectives,  the  Company  agrees to pay
Executive a special bonus in an amount equal to $250,000 (the "Special  Bonus"),
which bonus shall be payable in September, 2004.

     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.  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.

     (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 his 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"  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 upon the
instructions  of the Chief  Executive  Officer of the  Company  or other  senior
officer of the Company 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.

                                       3
<PAGE>

     (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) the Special Bonus, to the extent unpaid;

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

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

          (E) any accrued but unpaid vacation; and

          (F) such Employee Benefits, if any, to which Executive may be entitled
     under  the  applicable   Company  Plans  upon   termination  of  employment
     hereunder,  (the  payments and benefits  described  clauses (A) through (F)
     hereof being referred to, collectively, as the "Accrued Rights").

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),
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:


                                       4
<PAGE>

          (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  previously  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 his
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.

Following  Executive's  termination  of employment  due to death or  Disability,
except as set forth in this Section 8(b), 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 his 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 30 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).

                                       5
<PAGE>

     (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
     owed by Executive to 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

          (D) all Restricted  Shares shall be vested and  non-forfeitable  as of
     the date of termination, all other restricted shares and options previously
     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),  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 his 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 30 days after  receipt from
Executive  of  written  notice of the event  which  constitutes  a  Constructive
Termination Event.

                                       6
<PAGE>

     (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.

     (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").

                                       7
<PAGE>

          (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 (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  he  has
     substantial  authority not to report any Excise Tax on his 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.

          (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 his 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.

                                       8
<PAGE>

     (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.  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 he 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. 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,  or  otherwise  engage in  competition  with the Company  which is
materially detrimental to 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  partners,
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 his spouse that is intended or reasonably likely to
disparage Executive's reputation in the business, industry or legal community or
otherwise  degrade  his  or her  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  himself or itself  against any  statement  made by the
other party 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.

                                       9
<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.

                                       10
<PAGE>

     c. Except as required by law, Executive will not disclose to anyone,  other
than Executive's immediate family and legal or financial advisors, the existence
or contents of this  Agreement;  provided  that  Executive  may  disclose to any
prospective future employer the provisions of Section 9 and 10 of this Agreement
provided that such potential employer agrees to maintain the  confidentiality of
such terms.

     d. 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 the business of the Company,  its affiliates and subsidiaries,  except
that Executive may retain only those portions of any personal  notes,  notebooks
and diaries that do not contain any Confidential Information.

     e. 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.

     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 his  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.

     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.

     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.

                                       11
<PAGE>

     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 be
subject to set-off,  counterclaim  or recoupment of amounts owed by Executive to
the Company or its  affiliates.  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.

                                       12
<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.

     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.

     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.  The provisions of Sections
8(b)(ii)(D)  and  8(c)(iii)(D)   shall  also  supersede  any  provision  of  any
restricted  stock  or  option  agreement  or plan  which  is less  favorable  to
Executive in the treatment of restricted shares or options previously granted to
him thereunder  upon his  termination of employment  upon death or Disability or
without Cause or for Good Reason.

     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.

                                       13
<PAGE>

     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.


                                       14
<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/ Jerry Elliot
------------------------------------        ------------------
     Citizens Communications Company            Jerry Elliott


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

                                       15

</TEXT>
</DOCUMENT>
