Exhibit 10.1


March 7, 2006                                                VIA OVERNIGHT



Mr. Donald Shassian
42 Woodland Drive
Rye Brook, N.Y. 10573

Dear Don:

On  behalf  of the  Senior  Leadership  Team,  I am  thrilled  to  confirm  your
acceptance of our offer to join the Company as the Chief Financial Officer (CFO)
for Citizens Communications. The work location for this position is in Stamford,
Connecticut  and we will  agree on a start date for your  employment  as soon as
possible.

Your  total  compensation  is based  upon  three  components:  a base  salary of
$425,000,  an annual  incentive  target of 100% of base  salary  (which  will be
pro-rated  for  2006  based  on  your  start  date)  and   long-term   incentive
compensation  in the form of an annual award of  restricted  shares of an amount
determined  each year by the  Compensation  Committee of the Board of Directors.
The base salary is paid on a semi-monthly  basis. The incentive  compensation is
earned based upon achieving the goals of the Citizens  Incentive Plan,  which is
paid on an annual basis,  generally near the end of the first quarter  following
the completion and certification of the operating year-end. You will be eligible
for the long-term incentive compensation determined in the first quarter of 2007
and each year thereafter.

In  addition,  you will  receive a sign-on  grant of  50,000  restricted  shares
(subject to approval by the  Compensation  Committee of the Board of  Directors)
that will vest over a four-year period (25/25/25/25%).

You will also receive two sign-on bonuses. The first is $25,000, less applicable
taxes, which will be paid after 30 days of employment.  The second sign-on bonus
in the amount of $50,000,  less  applicable  taxes,  will be paid one year after
your start  date.  In order to receive  the second  sign-on  bonus,  you must be
actively employed on that date and in good standing.

As the CFO, you will be covered by an Enhanced Severance Benefit in the event of
a change in control of the company.  The Enhanced Severance Benefit includes two
year's  salary and bonus target in the event that your  position is  eliminated,
your  responsibilities  materially  change,  or  your  title,  base  pay or cash
incentive  target  changes  for any  reason  other  than  cause  during a period
commencing on the effective  date of a change in control and ending on the first
anniversary  of the date on which a change of control  takes place,  should that
occur.


Mr. Donald Shassian
March 7, 2006
Page 2


This offer is contingent upon the Company's  receipt of acceptable  results of a
standard background check, which has three components:  a criminal record check,
drug screening and verification of education, employment and credit.

You've already received our New Hire Kit, Background Check Authorization  forms,
a drug  testing  form (bring this with you to the drug  testing  facility),  the
Citizens Employee Handbook,  our Code of Conduct, and key benefits  information.
Please be advised that your health and welfare  benefits will begin on your 30th
day of employment.  As a Citizens Communications  employee, you will be eligible
to participate in our full range of benefits.

Don, I am personally  excited about the  opportunity to work with you. On behalf
of Citizens Communications,  I look forward to the benefits that your leadership
will  bring to our  business.  Please do not  hesitate  to  contact  me with any
questions regarding this offer.

To  acknowledge  your  acceptance of this offer,  please sign the bottom of this
offer letter and fax it to me directly at 203-614-4627.  Also, please return the
original  signed  offer  letter,  along with all other  required  forms,  in the
enclosed UPS envelope.

Sincerely,



/s/ Cecilia K. McKenney
------------------------
Cecilia K. McKenney
Sr. Vice President
Human Resources


By signing below, I hereby accept 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/ Donald R. Shassian                                3/8/06
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