Exhibit 10.23


December 31, 2004



Mr. Pete Hayes
Foresters, 4 Keepers Walk
Virginia Water, Surrey, UK
GU25 4RU

Dear Pete:

It is my pleasure to confirm our offer of employment  for the position of Senior
Vice   President,   Sales,   Marketing  &  Business   Development  for  Citizens
Communications  Company. The work location for this position is in Stamford, CT.
As agreed, the start date for your employment with Citizens is February 1, 2005.

The cash  compensation  is based upon two  components:  an annual base salary of
$275,000 and an annual incentive  target of 75% or $206,300.  The base salary is
paid on a semi-monthly  basis.  The incentive  compensation is earned based upon
achieving  the  goals of  Citizens  Incentive  Plan,  which is paid on an annual
basis, generally toward the end of the first quarter following the completion of
the operating  year-end.  The incentive  compensation for 2005 will be pro-rated
monthly  for  active  months of service in 2005.  You will also  receive  50,000
restricted  shares on your hire date that will vest  equally  over a  three-year
period. This stock grant has been approved by the Compensation  Committee of the
Board of  Directors.  You will also  receive a one-time  cash  sign-on  bonus of
$25,000 payable within 60 days of your start date. If for any reason you were to
leave Citizens during the first year of employment,  this bonus would need to be
paid back in full to the Company.

You will be eligible for relocation  assistance for your move from London.  This
relocation  benefit will include  movement of household goods from London to New
Canaan,  temporary  housing  and the  cost of  travel  back  to the  states.  In
addition,  we will pay you an  allowance  of $4,000 per month for the first year
for the difference between your rent in New Canaan and Mortgage in Virginia.

If after the first year of  employment  you decide to keep your home in Virginia
and not relocate  permanently  to  Stamford,  we will provide you with a monthly
allowance of $4,000 for your living and travel expenses.  If at a later date you
decide to relocate to Stamford,  the relocation  benefit would be reduced by the
amount of the monthly  allowance paid to you through the date of your relocation
and by the amount  paid for  movement  of  household  goods  from  London to New
Canaan.

Upon  acceptance of this offer of  employment,  a counselor  from our relocation
partner,  Sirva,  will  contact  you within 48 hours to  initiate  you in to the
program.  You will be required to reimburse the Company for a pro-rated  portion
of your relocation  expenses in the event you leave the Company within (2) years
of your hire date.




If  Citizens  Communications  has a change  in  control  (defined  as 51% of the
Company being sold) and the new owners decrease your responsibility, title, base
pay or target incentive opportunity (as a percent of your base pay) or relocates
your work location more than 25 miles from  Stamford,  CT, you would be eligible
to receive  one-year of base pay, 100% of your bonus pro-rated for the plan year
and one year of continued medical benefits.

Enclosed is a New Hire Kit including an Employment Application which you need to
complete and fax back to me at (203) 614-4640. Also included in the New Hire Kit
will be Citizens Employee Handbook, Code of Conduct,  Electronic  Communications
Policy and  benefit  plan  information.  Please be advised  that your health and
welfare  benefits  will begin on your 30th day of  employment  and as a Citizens
Communications employee, you will be eligible to participate in a, full range of
benefits.  Please bring all of the original  paperwork  with you on first day of
work.

Federal law requires that you provide documentation  confirming your eligibility
to work in the United States.  You will receive a list of documents that you may
use to establish your identity and employment  eligibility in your New Hire Kit.
Please bring the appropriate  documents with you when you report to work on your
first day.

This  offer is not an  express or implied  contract,  promise  or  guarantee  of
employment,  of any particular position,  or of any particular term or condition
of employment.  Your  employment by the Company is at will and is subject to the
conditions  set forth in the Code of  Conduct as well as  Company  policies  and
applicable to Federal, State and local laws.

Pete, we are very excited about the  opportunity  of working with you. On behalf
of Citizens Communications, I welcome you to our team and eagerly anticipate the
benefits  of your  leadership.  Please  do not  hesitate  to  call  me with  any
questions regarding this offer.

To  acknowledge  your  acceptance  of this  offer,  please  e-mail me directly a
confirmation  of your  acceptance  of this offer.  In addition,  please sign the
bottom of this offer letter and return the original to me directly on your first
day of employment.

Sincerely,


/s/ Jeanne DiSturco
--------------------------------------
Jeanne DiSturco
Senior Vice President, Human Resources


Cc:  Maggie Wilderotter

By  signing  below,  I  hereby  accept  the  Citizens  Communications  Company's
contingent offer of employment.  I understand that I will not have a contract of
employment  with  Citizens for a specified  period of time.  I further  agree to
abide by the employment policies and procedures established by Citizens.


/s/ Peter B. Hayes                                12/31/04
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Peter B. Hayes                                      Date
Signature (please include middle initial)