Exhibit 10.1




January 13, 2006



Cecilia McKenney


Dear Cecilia:

On behalf of the Senior  Leadership  here at Citizens,  we are thrilled that you
will be joining us! It is my pleasure to confirm our offer of employment for the
position  of  Senior   Vice   President   of  Human   Resources   for   Citizens
Communications.  The work location for this position is in Stamford,  CT and the
start date for your employment with Citizens is February 7, 2006.

Your cash compensation is based upon three components:  an annual base salary of
$275,000,  an  annual  incentive  target  of 60% of Base  Salary  which  will be
pro-rated  for 2006  based on your  first  date of  employment  and a long  term
incentive compensation in the form of an annual award of restricted shares of an
amount that is 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  toward 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 bonus of  $50,000  in cash and 30,000
restricted  shares  that will vest over a  four-year  period.  These  additional
benefits will be provided to you within 30 days of your start date.

Finally,  we are also offering you an Enhanced  Severance  Benefit of one year's
salary and bonus  target in the event that your  position  is  eliminated,  your
responsibilities  materially  change,  your  title,  base pay or cash  incentive
target changes for any reason other than cause during a period that commences on
the effective  date of a Change in Control and ends on the first  anniversary of
the date which a Change of Control takes place, should that occur.

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 and employment.


I will have Tracey  Siegel,  our Director of Staffing  send to you the Company's
New Hire Kit under separate cover. The Authorization forms need to be filled out
completely in order to process your background check.  Please return these forms
to  Tracey  as soon  as  possible.  Included  in the New  Hire  Kit  will be the
Background Check Authorization  Forms, a drug testing form that you will need to
bring with you to work on the first day, 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 and as a Citizens
Communications  employee,  you will be eligible to participate in our full range
of benefits.

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.

Cecilia,  I am  personally  excited about the  opportunity  to work with you. On
behalf of  Citizens  Communications,  I welcome you to our team and I am looking
forward to the benefits  that your  leadership  will bring to the people side of
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 back to me directly.  Please return the original  signed
offer letter in the enclosed envelope.

Sincerely,

/s/ Maggie

Maggie Wilderotter
Chairman and CEO

Enclosure:  return envelope





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




/s/ Cecilia K. McKenney                            1/14/06
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Signature                                            Date