AMENDATORY  AGREEMENT entered into as of the 16th day of May 2002 by and between
Citizens  Communications  Company, a Delaware corporation with offices at 3 High
Ridge Park,  Stamford,  CT 06905 (the  "Company") and Leonard Tow, an individual
residing at 160 Lantern Ridge Road, New Canaan, CT 06840 (the "Executive").

                                    RECITALS

     A.   Under date as of October 1, 2000,  the Company and  Executive  entered
          into an agreement (the "Employment  Agreement")  pursuant to which the
          Company  employed  Executive  as its chief  executive  officer for the
          period  October  1,  2000 to  December  31,  2005,  subject  to  prior
          termination as provided in the Employment Agreement.

     B.   The  Company  has  requested  Executive  to  extend  the  term  of the
          Employment  Agreement for an additional  one-year  period so that same
          expires on December 31, 2006 rather than December 31, 2005.

     C.   Executive is agreeable to the extension of the Employment Agreement as
          provided in Recital B,  subject to the grant and issuance to Executive
          of 250,000 restricted shares of the Company's Common Stock and options
          to acquire 500,000 shares of the Company's Common Stock, which Company
          is willing to grant and issue under the terms and provisions  provided
          for herein, which terms and provisions are acceptable to Executive.

     NOW THEREFORE, for good and valuable consideration,  each to the other paid
and the receipt of adequacy of which is mutually  acknowledged,  it is agreed as
follows:

1.   Section 2 of the Employment  Agreement is modified to provide that the term
     of the  Employment  Agreement  is deemed to commence on October 1, 2000 and
     expire on December 31, 2006.



2.   (a) Subsection bA of Section 3 is modified to delete the date "December 31,
     2005" and insert in its place the date "December 31, 2006".

     (b) Subsection bA {i} is modified by deleting the dates "December 31, 2005"
     and  "2005"   respectively  in  the  introductory   paragraph  thereof  and
     substituting  therefore the dates "December 31, 2006" and "2006" and adding
     calendar  year 2006 as an  additional  fiscal year in the listing of fiscal
     years with a corresponding "Applicable Percentage" of 25.

3.   Effective  upon the  execution of this  Amendment:  (a)  Executive is to be
     issued options to acquire 500,000 shares of the Common Stock of the Company
     under and pursuant to the Company's 2000 Management  Equity  Incentive Plan
     (the  "Incentive  Plan") at the price of $ 9.52 per share being the average
     of the highest  price and the lowest price at which such shares traded this
     day on the New York Stock  Exchange;  (b) Executive is to be issued 250,000
     shares of the Company's Common Stock which are to be Restricted  Shares and
     be  characterized  as and having the same  restrictions and benefits as the
     Additional  Restricted  Shares  referenced in the  Employment  Agreement as
     modified  by this  Amendatory  Agreement,  except  that the  provisions  of
     Section 3 bA {i}, {ii} and {iii} relating to meeting an EBIDTA test and the
     "Further  Reduction"  referenced in the Employment  Agreement  shall not be
     applicable to these 250,000 shares.

     The aforesaid  options are to vest  immediately  upon the execution of this
     Amendatory Agreement and to have a duration of ten years from this day, the
     date of grant, and are exercisable at any time and from time-to-time during
     said ten year period.


  


4.   Except as  modified  herein,  the  Employment  Agreement  is  ratified  and
     confirmed.

                         CITIZENS COMMUNICATIONS COMPANY

                       By: /s/ Leonard Tow
                           -------------------------------




                           -------------------------------
                                    Leonard Tow