Exhibit 10.1


                         CITIZENS COMMUNICATIONS COMPANY
                  NON-EMPLOYEE DIRECTORS' COMPENSATION SUMMARY


SIGN-ON OPTIONS
---------------

Upon commencement of service on the board,  each  non-employee  director will be
awarded a grant of 10,000 options to purchase the Company's common stock.  These
options are exercisable six months after their grant. The price of these options
is the Fair Market Value  (closing  price) of the Company's  common stock on the
day of the director's election to the board.  Options expire ten years after the
date  of  grant  or,  if  earlier,  on the  first  anniversary  of a  director's
termination  of service as a director with respect to options  granted after May
25, 2006.

FORMULA PLAN AWARDS
-------------------

Each  non-employee  director  will  receive a grant of 3,500  stock units on the
first business day of each year.

QUARTERLY RETAINER FEE
----------------------

A  non-employee  director  may elect to  receive  an annual  retainer  of either
$40,000  in cash or  5,760  stock  units,  in each  case  payable  in  quarterly
installments as of the first business day of each calendar quarter.

QUARTERLY MEETING FEES AND STIPENDS
-----------------------------------

Each  non-employee  director  must  elect by  December  31 of the prior year (or
within 30 days after  becoming a director)  whether to receive  meeting fees and
stipends,  when applicable,  in cash or stock units, or a combination of the two
forms of compensation.

Each  in-person  board and  committee  meeting  is  valued  at  $2,000  and each
telephonic board and committee meeting is valued at $1,000.

Each committee chair, and the Lead Director will also receive quarterly stipends
as follows:

   Non-Employee Director Stipends                          Qtrly   Annualized
   Lead Director                                           $3,750    $15,000
   Audit Committee Chair                                   $6,250    $25,000
   Compensation Committee Chair                            $3,750    $15,000
   Nominating and Corporate Governance Committee Chair     $1,875    $7,500
   Retirement Plan Committee Chair                         $1,250    $5,000

Meeting  fees and  stipends  are paid on the last  business  day of the calendar
quarter in which they were earned.


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VALUATION OF STOCK UNITS
------------------------

Fees: The number of units to be awarded to a director who elects to defer all or
part of his or her fees and/or stipends in stock units is determined as follows:

     The cash value of the fees  and/or  stipends  payable to the  director  are
     divided  by 85%  of the  Fair  Market  Value  (the  closing  price)  of the
     Company's  common stock on the last business day of the calendar quarter in
     which the fees or stipends were earned.

Dividends: On the dividend payment date, a director's stock unit account will be
credited  with  additional  units by  multiplying  the  number  of units in each
director's  account as of each dividend  record date by the dividend  amount and
then  dividing  the  result  by the Fair  Market  Value  (closing  price) of the
Company's common stock as of the dividend payment date.


ELECTION RULES AND PROCEDURES
-----------------------------

Each director must elect by December 31 of the preceding year (or within 30 days
after the individual  becomes a director)  whether he or she will receive his or
her meeting  fees,  stipends,  and retainer in cash or stock units,  or an equal
combination  of  the  two  forms  of   compensation.   All  elections  made  are
irrevocable.

DISTRIBUTION UPON TERMINATION OF SERVICE
----------------------------------------

Upon termination of service as a director, a director's stock unit account shall
be paid out in the form of cash  (valuing  each  stock  unit at the Fair  Market
Value  (closing  price)  of a  share  of  the  Company's  common  stock  on  the
termination  date) or Company common stock, at the election of the director (one
share of common stock shall be distributed for each stock unit in the director's
stock unit account).  Absent a valid election,  stock units shall be paid out in
common stock.