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                                                                     EXHIBIT 4.4

                                                                  EXECUTION COPY

                              REMARKETING AGREEMENT



                                                                 June 19, 2001
MORGAN STANLEY & CO. INCORPORATED
1585 Broadway
New York, New York 10036

Ladies and Gentlemen:

            This Remarketing Agreement dated as of June 19, 2001 is among
Citizens Communications Company, a Delaware corporation (the "Company"),
Morgan Stanley & Co. Incorporated (the "Remarketing Agent") and The Chase
Manhattan Bank, as Warrant Agent, and attorney-in-fact for the Holders of the
Equity Units (as such terms are defined in the Warrant Agreement referred to
in Schedule I hereto) (the "Warrant Agent", also referred to herein as the
"Purchase Contract Agent"). The Remarketing Agent is undertaking to remarket
the 6 3/4% Senior Notes due 2006 (the "Senior Notes"), issued by the Company,
pursuant to the Senior Indenture (the "Senior Indenture"), dated as of
May 23, 2001, between the Company and The Chase Manhattan Bank, as Trustee, as
amended and supplemented by the Second Supplemental Indenture, dated as of
June 19, 2001 (the "Second Supplemental Indenture", and together with the
Senior Indenture, the "Indenture").

            The Remarketing (as defined below) of the Senior Notes is provided
for in the Pledge Agreement and the Warrant Agreement (as defined below).

            Section 1. Definitions.

            (a) Capitalized terms used and not defined in this Agreement shall
have the meanings set forth in the Warrant Agreement, dated as of June 19, 2001
(the "Warrant Agreement", also referred to herein as the "Purchase Contract
Agreement"), between the Company and the Warrant Agent, or, if not therein
defined, in the Pledge Agreement, dated as of June 19, 2001, between the
Company, The Bank of New York, as Collateral Agent, Securities Intermediary and
Custodial Agent and the Warrant Agent (the "Pledge Agreement") or, if not
therein defined, in the Underwriting Agreement, dated as of June 13, 2001,
between the Company and the several Underwriters listed in Schedule II thereto
(the "Underwriters"), or if not therein defined, in the Second Supplemental
Indenture, dated as of June 19, 2001 between the Company and The Chase Manhattan
Bank, as Trustee.

            (b) As used in this Agreement, the following terms shall have the
following meanings:

            "Act" means the Securities Act of 1933, as amended.

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            "Additional Remarketing" means any Remarketing after the failure
of the first Initial Remarketing, on the third Business Day preceding May 17,
2004, in which the Remarketing Agent will use its reasonable efforts in its
discretion to remarket all of the Senior Notes from time to time thereafter
prior to the tenth Business Day preceding the Warrant Settlement Date.

            "Commission" means the Securities and Exchange Commission.

            "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

            "Morgan Stanley" means Morgan Stanley & Co. Incorporated.

            "Remarketed Senior Notes" means the Senior Notes subject to the
Remarketing, as identified to the Remarketing Agent by the Warrant Agent after
11:00 a.m., New York City time, on the third Business Day immediately preceding
the Reset Effective Date.

            "Remarketing" means the remarketing of the Remarketed Senior Notes
pursuant to the Remarketing Procedures.

            "Remarketing Agent" shall have the meaning set forth in Section 2(a)
hereof.

            "Remarketing Agreement" means this Agreement.

            "Remarketing Date" means any Initial Remarketing Date, Additional
Remarketing Date and/or Final Remarketing Date, as applicable.

            "Remarketing Procedures" means the procedures in connection with the
Remarketing of the Senior Notes described in the Warrant Agreement and the
Pledge Agreement, as the case may be; and

            "Transaction Documents" means the Warrant Agreement and the
Pledge Agreement, collectively.

            Section 2. Appointment and Obligations of the Remarketing Agent.

            (a) The Company hereby appoints Morgan Stanley as exclusive
remarketing agent (the "Remarketing Agent"), and Morgan Stanley hereby accepts
appointment:

            (i) as Remarketing Agent;

            (ii) as the Reset Agent to, in consultation with the Company, in the
      manner provided for herein and in the Warrant and the Second Supplemental
      Indenture with respect to the Senior Notes:

                  (1) determine the Reset Rate that, in the opinion of the Reset
         Agent, will, when applied to the Senior Notes, enable the Applicable
         Amount of the Senior Notes to have an approximate aggregate market
         value of 100.25% of the Treasury Portfolio Purchase Price as of the
         Initial Remarketing Date;

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                  (2) determine the Reset Rate, if the Remarketing Agent has
         determined that it will be able to remarket all Notes tendered or
         deemed tendered prior to 4:00 p.m., New York City time, on the Initial
         Remarketing Date;

                  (3) by approximately 4:30 p.m., New York City time, on the
         Initial Remarketing Date, provided that there has not been a Failed
         Initial Remarketing, advise by telephone (i) the Company, the
         Collateral Agent and the Warrant Agent of the Reset Rate determined in
         the Initial Remarketing and the aggregate principal amount of Notes
         sold in the Initial Remarketing, (ii) each purchaser (or the
         Participant thereof) of the Reset Rate and the aggregate principal
         amount of Notes such purchaser is to purchase and (iii) each purchaser
         of the Notes to give instructions to its Participant to pay the
         purchase price on the Reset Effective Date in same day funds against
         delivery of the Notes purchased through the facilities of the
         Depositary;

                  (4) in the event that no Successful Initial Remarketing has
         taken place before the Final Remarketing Date, determine the Reset Rate
         that, in the opinion of the Reset Agent, will, when applied to the
         Senior Notes, enable a Senior Note to have an approximate market value
         of 100.25% of its principal amount as of the third Business Day
         preceding the Warrant Settlement Date;

                  (5) by approximately 4:30 p.m., New York City time, on the
         Final Remarketing Date, advise by telephone (i) the Depositary, the
         Trustee, the Collateral Agent and the Warrant Agent, of the Reset Rate
         determined in the Final Remarketing and, provided that there has not
         been a Failed Final Remarketing, the aggregate principal amount of
         Notes sold in the Final Remarketing, (ii) each purchaser (or the
         Depositary Participant thereof) of the Reset Rate and, provided that
         there has not been a Failed Final Remarketing, the aggregate principal
         amount of Notes such purchaser is to purchase and (iii) provided that
         there has not been a Failed Final Remarketing, each purchaser of the
         Notes to give instructions to its Depositary Participant to pay the
         purchase price on the Warrant Settlement Date in same day funds against
         delivery of the Notes purchased through the facilities of the
         Depositary; and

                  (6) in the event of a Failed Final Remarketing, determine the
         Reset Rate that will be equal to the Two Year Benchmark Treasury in
         effect on the Warrant Settlement Date plus the Applicable Spread;

            (iii) as the exclusive Remarketing Agent (subject to the right of
      Morgan Stanley to appoint additional remarketing agents hereunder as
      described below) to:

                  (1) remarket the Senior Notes of the Holders electing to have
         their Senior Notes remarketed and of the Holders of Equity Units on the
         first Initial Remarketing Date, who have not delivered the Treasury
         Portfolio to the Remarketing Agent or its designated entity on or prior
         to the fifth Business Day immediately preceding May 17, 2004, for
         settlement on May 17, 2004;

                  (2) if, by 4:00 p.m., New York City time, on the Initial
         Remarketing Date, a Failed Initial Remarketing has occurred, pursuant
         to the terms of the Remarketing

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                                                                               4


         Agreement, so advise by telephone the Company, the Collateral Agent
         and the Warrant Agent;

                  (3) by approximately 4:30 p.m., New York City time, on the
         Initial Remarketing Date, provided that there has not been a Failed
         Initial Remarketing, advise by telephone (i) the Company, the
         Collateral Agent and the Warrant Agent of the Reset Rate determined in
         the Initial Remarketing and the aggregate principal amount of Notes
         sold in the Initial Remarketing, (ii) each purchaser (or the
         Participant thereof) of the Reset Rate and the aggregate principal
         amount of Notes such purchaser is to purchase and (iii) each purchaser
         of the Notes to give instructions to its Participant to pay the
         purchase price on the Reset Effective Date in same day funds against
         delivery of the Notes purchased through the facilities of the
         Depositary;

                  (4) use its reasonable efforts in its discretion to conduct
         any Additional Remarketing after May 17, 2004 and on or before the
         tenth Business Day preceding August 17, 2004 to remarket the Senior
         Notes of the Holders electing to have their Senior Notes remarketed and
         of the Holders of Equity Units who have not delivered the Treasury
         Portfolio to the Remarketing Agent or its designated entity on or prior
         to the second Business Day immediately preceding the date of any
         Additional Remarketing;

                  (5) in the case that no Successful Initial Remarketing has
         taken place before the Final Remarketing Date, remarket on the Final
         Remarketing Date, the Senior Notes of the Holders electing to have
         their Senior Notes remarketed or of the Holders of Equity Units who
         have not settled early the related Warrants and have failed to notify
         the Warrant Agent, on or prior to the fifth Business Day immediately
         preceding the Warrant Settlement Date, of their intention to settle the
         related Warrants through Cash Settlement, or have so notified the
         Warrant Agent, but failed to deliver sufficient cash to the Warrant
         Agent on or prior to the fourth Business Day preceding August 17, 2004;
         (6) if by 4:00 p.m., New York City time, on the Final Remarketing Date,
         a Failed Final Remarketing has occurred, pursuant to the terms of the
         Remarketing Agreement, so advise by telephone the Company, the Trustee,
         the Collateral Agent and the Warrant Agent and the Reset Rate shall be
         determined pursuant to Section 5.03.A. of the Warrant Agreement; and

                  (7) by approximately 4:30 p.m., New York City time, on the
         Final Remarketing Date, advise by telephone (i) the Depositary, the
         Trustee, the Collateral Agent and the Warrant Agent, of the Reset Rate
         determined in the Final Remarketing and, provided that there has not
         been a Failed Final Remarketing, the aggregate principal amount of
         Notes sold in the Final Remarketing, (ii) each purchaser (or the
         Depositary Participant thereof) of the Reset Rate and, provided that
         there has not been a Failed Final Remarketing, the aggregate principal
         amount of Notes such purchaser is to purchase and (iii) provided that
         there has not been a Failed Final Remarketing, each purchaser of the
         Notes to give instructions to its Depositary Participant to pay

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         the purchase price on the Warrant Settlement Date in same day funds
         against delivery of the Notes purchased through the facilities of the
         Depositary;

provided, in each case, that the Reset Rate shall in no event be below the
initial interest rate payable for the Notes, and in no event exceed the maximum
rate permitted by applicable law, and neither the Remarketing Agent nor the
Reset Agent shall have any obligation to determine whether there is any
limitation under applicable law on the Reset Rate or, if there is any such
limitation, the maximum permissible Reset Rate on the Notes;

            (b) In connection with the remarketing contemplated hereby, the
Remarketing Agent may enter into a Supplemental Remarketing Agreement (the
"Supplemental Remarketing Agreement") with the Company and the Warrant Agent,
which shall either be:

                  (i) substantially in the form attached hereto as Exhibit A
         (with such changes as the Company and the Remarketing Agent may agree
         upon, it being understood that changes may be necessary in the
         provisions of the Supplemental Remarketing Agreement due to changes in
         law or facts and circumstances or in the event that Morgan Stanley is
         not the sole remarketing agent, and with such further changes therein
         as the Remarketing Agent or the Company may reasonably request), or

                  (ii) in such other form as the Remarketing Agent may
         reasonably request, subject to the approval of the Company (such
         approval not to be unreasonably withheld). Anything herein to the
         contrary notwithstanding, to the extent that the parties hereto are
         unable to agree on the form or substance of the Supplemental
         Remarketing Agreement, Morgan Stanley shall not act as Remarketing
         Agent or Reset Agent hereunder. The Company agrees that Morgan Stanley
         shall have the right, on 15 Business Days' notice to the Company to
         appoint one or more additional remarketing agents so long as any such
         additional remarketing agents shall be reasonably acceptable to the
         Company. Upon any such appointment, the parties shall enter into an
         appropriate amendment to this Agreement to reflect the addition of any
         such remarketing agent.

            (c) Pursuant to the Supplemental Remarketing Agreement, the
Remarketing Agent, either as sole remarketing agent or as representative of a
group of remarketing agents appointed as aforesaid, will agree, subject to the
terms and conditions set forth herein and therein, to use its reasonable efforts
to (i) remarket, on the Initial Remarketing Date, the Senior Notes that the
Warrant Agent and the Custodial Agent shall have notified the Remarketing Agent
have been tendered for, or otherwise are to be included in, the Initial
Remarketing, at a price per Senior Note such that the aggregate price for the
Applicable Amount of the Senior Notes is approximately 100.25% of the Treasury
Portfolio Purchase Price and (ii) in the event of a Failed Initial Remarketing,
remarket, on the third Business Day immediately preceding the Warrant Settlement
Date, the Senior Notes that the Warrant Agent and the Custodial Agent shall have
notified the Remarketing Agent have been tendered for, or otherwise are to be
included in, the Final Remarketing, at a price of approximately 100.25% of the
aggregate principal amount of such Senior Notes. Notwithstanding the preceding
sentence, the Remarketing Agent shall not remarket any Senior Notes for a price
less than the price (the "Minimum Initial Remarketing Price") necessary for the
Applicable Amount of the Senior Notes to have an aggregate price equal to 100%
of the Treasury Portfolio Purchase Price, in the case of the Initial
Remarketing, or

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                                                                               6


the aggregate principal amount of such Senior Notes, in the case of the Final
Remarketing. After deducting the fee specified in Section 3 below, the proceeds
of such Initial Remarketing or Final Remarketing, as the case may be, shall be
paid to the Collateral Agent in accordance with Section 5.7 of the Pledge
Agreement and Section 5.02 or 5.03 of the Warrant Agreement (each of which
Sections are incorporated herein by reference).

            (d) The Remarketing Agent will notify the Company, the Securities
Intermediary, the Collateral Agent and the Warrant Agent of any Additional
Remarketing that it plans to conduct as soon as practical, but not later than
three Business Days in advance of the Additional Remarketing.

            (e) If the Remarketing on the third Business Day preceding May 17,
2004 fails, and if the Remarketing Agent in its discretion proceeds with any
Additional Remarketing as described under Sections 2(b) or 2(c) above, then in
case of any such Additional Remarketing, the Remarketing Agent shall notify the
Custodial Agent and all Holders of Senior Notes that are not part of Equity
Units of the date of such Additional Remarketing as soon as practical, but no
later than three Business Days immediately preceding the Remarketing Date.
Holders of separate Senior Notes who wish to participate in any Additional
Remarketing have to deliver their Senior Notes together with the notice of this
election to the Custodial Agent no later than two Business Days following the
notification by the Remarketing Agent.

            (f) It is understood and agreed that neither the Remarketing Agent
nor the Reset Agent shall have any obligation whatsoever to purchase any Senior
Notes, whether in the Initial Remarketing, Final Remarketing or otherwise, and
shall in no way be obligated to provide funds to make payment upon tender of
Senior Notes for remarketing or to otherwise expend or risk their own funds or
incur or be exposed to financial liability in the performance of their
respective duties under this Agreement or the Supplemental Remarketing
Agreement, and, without limitation of the foregoing, the Remarketing Agent shall
not be deemed an underwriter of the Remarketed Senior Notes. The Company shall
not be obligated in any case to provide funds to make payment upon tender of
Senior Notes for remarketing.

            Section 3. Fees.

            In the event of a Successful Initial Remarketing, the Remarketing
Agent shall retain as a Remarketing Fee an amount not exceeding 25 basis points
(.25 %) of the Minimum Initial Remarketing Price from any amount received in
connection with such Initial Remarketing in excess of the Minimum Initial
Remarketing Price. In the event of a Successful Final Remarketing, the
Remarketing Agent shall retain as the Remarketing Fee an amount not exceeding 25
basis points (.25%) of the aggregate principal amount of the Remarketed Senior
Notes from any amount received in connection with such Final Remarketing in
excess of the aggregate principal amount of such Remarketed Senior Notes. In
addition, the Reset Agent shall, in either case, receive from the Company a
reasonable and customary fee (the "Reset Agent Fee"); provided, however, that if
the Remarketing Agent shall also act as the Reset Agent, then the Reset Agent
shall not be entitled to receive any such Reset Agent Fee. Payment of such Reset
Agent Fee shall be made by the Company on the Initial Remarketing Date, in the
case of a Successful Initial Remarketing, or on the third Business Day
immediately preceding the Warrant Settlement Date, in the case of a Successful
Final Remarketing, in immediately available funds

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or, upon the instructions of the Reset Agent, by certified or official bank
check or checks or by wire transfer, provided further that in the event of a
remarketing at a price less than 100.25%, the portion of the 25 basis points
equal to the shortfall shall be paid directly to the Remarketing Agent by the
Company.

            Section 4. Representations and Warranties of the Company.

            The Company represents and warrants (i) on and as of the date
hereof, (ii) on and as of the date the Prospectus or other Remarketing Materials
are first distributed in connection with the Remarketing (the "Commencement
Date"), (iii) on and as of the Remarketing Date, and (iv) on and as of the
Warrant Settlement Date that:

            (a) The Company meets the requirements for use of Form S-3 under the
Act; the Registration Statement has become effective; no stop order suspending
the effectiveness of the Registration Statement is in effect, and no proceedings
for such purpose have been instituted or threatened by the Commission.

            (b) Each part of the Registration Statement, when such part became
or becomes effective, and the Prospectus and any amendment or supplement
thereto, on the date of filing thereof with the Commission and at the Closing
Date and the Option Closing Date, if any, conformed or will conform in all
material respects with the requirements of the Act; each part of the
Registration Statement (other than the Excluded Information), when such part
became or becomes effective, did not or will not contain an untrue statement of
a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading; and the Prospectus
and any amendment or supplement thereto (other than the Excluded Information),
on the date of filing thereof with the Commission and on the Closing Date and
the Option Closing Date, if any, did not or will not include an untrue statement
of a material fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; except that the representations and warranties set forth
in this paragraph do not apply to statements in or omissions from any such
document in reliance upon, and in conformity with, written information furnished
to the Company by the Representatives, specifically for use in the Registration
Statement, the Prospectus or any amendment or supplement thereto.

            (c) The documents incorporated by reference in the Registration
Statement or the Prospectus, or any amendment or supplement thereto, when they
became effective under the Act or were filed with the Commission under the
Exchange Act, as the case may be, conformed in all material respects with the
requirements of the Act or the Exchange Act, as applicable, and any further
documents so filed and incorporated by reference in the Prospectus or any
further amendment or supplement thereto, when such documents become effective or
are filed with the Commission, as the case may be, will conform in all material
respects to the requirements of the Act or the Exchange Act, as applicable.

            (d) The consolidated financial statements of the Company and its
subsidiaries, together with the related notes and schedules, set forth or
incorporated by reference in the Registration Statement and Prospectus (other
than the Excluded Information) comply as to form in all material respects with
the applicable accounting requirements of the Act and the Exchange

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                                                                               8


Act; such audited financial statements (other than the Excluded Information)
have been prepared in all material respects in accordance with generally
accepted accounting principles consistently applied throughout the periods
involved, except as disclosed therein; and no material modifications are
required to be made to the unaudited interim financial statements for them to be
in conformity with generally accepted accounting principles.

            (e) The Company has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the State of Delaware with
corporate power and authority to enter into and perform its obligations under
this Agreement, the Warrant Agreement, the Pledge Agreement and the Underwriting
Agreement (together, the "Equity Unit Agreements"), the Indenture and the Senior
Notes.

            (f) This Agreement has been duly and validly authorized, executed
and delivered by the Company.

            (g) The authorized capital stock of the Company conforms as to legal
matters to the description thereof contained in the Prospectus.

            (h) The shares of Common Stock outstanding prior to the issuance of
the Equity Units have been duly authorized and are validly issued, fully paid
and non-assessable, and are not subject to any preemptive or similar rights.

            (i) The shares of Common Stock to be issued and sold by the Company
pursuant to the settlement of the Warrants have been duly and validly authorized
and reserved for issuance; such shares of Common Stock, when issued and
delivered in accordance with the provisions of the Equity Unit Agreements, will
be validly issued, fully paid and non-assessable; and the issuance of such
shares of Common Stock will not be subject to any preemptive or similar rights.

            (j) The shares of Common Stock outstanding prior to the issuance of
the Equity Units are, and upon issuance the shares of Common Stock to be issued
and sold by the Company pursuant to the settlement of the Warrants will be,
listed on the New York Stock Exchange.

            (k) The Underwritten Securities and the Equity Unit Agreements have
been duly authorized and, at the Closing Date or, in the case of Option
Securities, the Option Closing Date, will have been duly executed and delivered
by the Company, and, as of the Closing Date or the Option Closing Date, as the
case may be, assuming due authorization, execution and delivery by parties
thereto other than the Company, the Equity Unit Agreements will constitute valid
and binding agreements of the Company, enforceable in accordance with their
terms, except to the extent limited by bankruptcy, insolvency, fraudulent
conveyance, reorganization or moratorium laws or by other laws now or hereafter
in effect relating to or affecting the enforcement of creditors' rights and by
general equitable principles (regardless of whether considered in a proceeding
in equity or at law), an implied covenant of good faith and fair dealing and
consideration of public policy, and Federal or state securities law limitations
on indemnification and contribution (the "Enforceability Exceptions"); provided,
however, that upon the occurrence of a Termination Event (as defined in the
Warrant Agreement), Section 365(e)(1) of the United States Bankruptcy Code (11
U.S.C. Sections 101-1330, as amended) and Section 541 of the

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                                                                               9


Bankruptcy Code should not substantively limit the provisions of Section 3.15
and 5.07 of the Warrant Agreement and Section 5.4 of the Pledge Agreement that
require termination of the Warrants and release of the Collateral Agent's
security interest in the Senior Notes or the Treasury Securities (as defined in
the Warrant Agreement); the Securities and the Equity Unit Agreements conform in
all material respects to the descriptions thereof contained in the Prospectus.

            (l) This Agreement has been duly authorized by the Company and when
executed and delivered by the Company will constitute a valid and binding
agreement of the Company, enforceable in accordance with its terms, except to
the extent limited by the Enforceability Exceptions; and the Remarketing
Agreement conforms in all material respects to the description thereof in the
Prospectus.

            (m) The Senior Notes have been duly authorized, and, when issued and
delivered pursuant to the Indenture, will have been duly executed,
authenticated, issued and delivered and will constitute valid and binding
obligations of the Company, entitled to the benefits provided by the Indenture;
the Indenture has been duly authorized, executed and delivered by the Company
and constitutes a valid and binding agreement, enforceable in accordance with
its terms, except to the extent limited by the Enforceability Exceptions; and
the Indenture conforms in all material respects to the description thereof in
the Prospectus.

            (n) The Indenture has been duly qualified under the Trust Indenture
Act of 1939, as amended (the "Trust Indenture Act").

            (o) The Company is not, and after giving effect to the offering and
sale of the Equity Units and the application of the proceeds thereof as
described in the Prospectus, will not, be, required to register as an
"investment company" as such term is defined in the Investment Company Act of
1940, as amended.

            (p) The Company is not a "holding company" within the meaning of the
Public Utility Holding Company Act of 1935, as amended, and the rules and
regulations of the Commission thereunder.

            (q) Since the respective dates as of which information is given in
the Registration Statement and the Prospectus, except as otherwise stated
therein or contemplated thereby, there has been no event or occurrence that
would result in a Material Adverse Effect.

            (r) The issue and sale of the Equity Units and the compliance by
each Issuer with all of the provisions of this Agreement, the Warrant Agreement,
the Indenture and the Senior Notes and the consummation of the transactions
contemplated herein and therein will not result in a breach or violation of any
of the terms and provisions of, or constitute a default under, any constituent
document of any Issuer or any material agreement or instrument to which the
Company or any of its subsidiaries is a party or by which it is bound except for
such breaches or defaults that would not in the aggregate have a material
adverse effect on the Company's ability to perform their respective obligations
under this Agreement, the Warrant Agreement, the Indenture and the Senior Notes.

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                                                                              10


            (s) The certificate delivered pursuant to paragraph (h) of Section 6
hereof and all other documents delivered by the Company or its representatives
in connection with the issuance and sale of the Remarketed Senior Notes were on
the dates on which they were delivered, or will be on the dates on which they
are to be delivered, in all material respects true and complete.

            Section 5. Covenants of the Company.

            The Company covenants and agrees as follows:

                  (a) (1) To prepare any registration statement or the
         Prospectus, if required in connection with the Remarketing, in a form
         approved by the Remarketing Agent and to file any such prospectus
         pursuant to the Act within the period required by the Act and the rules
         and regulations promulgated thereunder;

                  (2) to advise the Remarketing Agent, promptly after it
         receives notice thereof, of the time when any amendment to the
         Registration Statement has been filed or becomes effective or any
         supplement to the Prospectus or any amended Prospectus has been filed
         and to furnish the Remarketing Agent with copies thereof;

                  (3) to file promptly all reports and any definitive proxy or
         information statements required to be filed with the Commission
         pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
         subsequent to the date of the Prospectus and for so long as the
         delivery of a prospectus is required in connection with the offering or
         sale of the Remarketed Senior Notes;

                  (4) to advise the Remarketing Agent, promptly after it
         receives notice thereof, of the issuance by the Commission of any stop
         order or of any order preventing or suspending the use of the
         Prospectus, of the suspension of the qualification of any of the
         Remarketed Senior Notes for offering or sale in any jurisdiction, of
         the initiation or threatening of any proceeding for any such purpose,
         or of any request by the Commission for the amending or supplementing
         of the Registration Statement or the Prospectus or for additional
         information, and, in the event of the issuance of any stop order or of
         any order preventing or suspending the use of any Prospectus or
         suspending any such qualification, to use promptly its best efforts to
         obtain its withdrawal.

            (b) To furnish promptly to the Remarketing Agent and to counsel to
the Remarketing Agent a conformed copy of the Registration Statement as
originally filed with the Commission, and each amendment thereto filed with the
Commission, including all consents and exhibits filed therewith.

            (c) To furnish to the Remarketing Agent in New York City such copies
of the following documents as the Remarketing Agent shall reasonably request:
(1) conformed copies of the Registration Statement as originally filed with the
Commission and each amendment thereto (in each case excluding exhibits); (2) the
Prospectus and any amended or supplemented Prospectus; (3) any document
incorporated by reference in the Prospectus (excluding exhibits thereto); and
(4) any Remarketing Materials; and, if the delivery of a prospectus is required
at any time in connection with the Remarketing and if at such time any event
shall have occurred as

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                                                                              11


a result of which the Prospectus as then amended or supplemented would include
any untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made when such Prospectus is delivered, not
misleading, or if for any other reason it shall be necessary during such same
period to amend or supplement the Prospectus or to file under the Exchange Act
any document incorporated by reference in the Prospectus in order to comply with
the Act or the Exchange Act, to notify the Remarketing Agent and, upon its
request, to file such document and to prepare and furnish without charge to the
Remarketing Agent and to any dealer in securities as many copies as the
Remarketing Agent may from time to time reasonably request of an amended or
supplemented Prospectus which will correct such statement or omission or effect
such compliance.

            (d) To file promptly with the Commission any amendment to the
Registration Statement or the Prospectus or any supplement to the Prospectus
that may, in the reasonable judgment of the Company or the Remarketing Agent, be
required by the Act or requested by the Commission.

            (e) Prior to filing with the Commission (1) any amendment to the
Registration Statement or supplement to the Prospectus or (2) any Prospectus
pursuant to Rule 424 of the Rules and Regulations, to furnish a copy thereof to
the Remarketing Agent and counsel to the Remarketing Agent; and not to file any
such amendment or supplement which shall be reasonably disapproved by the
Remarketing Agent promptly after reasonable notice.

            (f) As soon as practicable, but in any event not later than eighteen
months, after the Effective Date of the Registration Statement, to make
"generally available to its security holders" an "earnings statement" of the
Company and its subsidiaries (which need not be audited) complying with Section
11(a) of the Act and the Rules and Regulations (including, at the option of the
Company, Rule 158). The terms "generally available to its security holders" and
"earnings statement" shall have the meanings set forth in Rule 158 of the Rules
and Regulations.

            (g) To take such action as the Remarketing Agent may reasonably
request in order to qualify the Remarketed Senior Notes for offer and sale under
the securities or "blue sky" laws of such jurisdictions as the Remarketing Agent
may reasonably request; provided that in no event shall the Company be required
to qualify as a foreign corporation or to file a general consent to service of
process in any jurisdiction.

            (h) For a period of five years following the Effective Date of the
Registration Statement or so long as any of the Senior Notes shall remain
outstanding, whichever is shorter, to supply to the Remarketing Agent copies of
such financial statements and other periodic and special reports as the Company
may from time to time distribute generally to the holders of any class of its
capital stock and to furnish to the Remarketing Agent a copy of each annual or
other report it shall be required to file with the Commission and such other
information concerning the Company and its subsidiaries as the Remarketing Agent
may reasonably request.

            (i) To pay: (1) the costs incident to the preparation and printing
of the Registration Statement, Prospectus and any Remarketing Materials and any
amendments or supplements thereto; (2) the costs of distributing the
Registration Statement, Prospectus and any

<PAGE>
                                                                              12


Remarketing Materials and any amendments or supplements thereto; (3) the fees
and expenses of qualifying the Remarketed Senior Notes under the securities laws
of the several jurisdictions as provided in Section 5(g) and of preparing,
printing and distributing a Blue Sky Memorandum (including related fees and
expenses of counsel to the Remarketing Agent); (4) all other costs and expenses
incident to the performance of the obligations of the Company, hereunder; and
(5) the reasonable fees and expenses of counsel to the Remarketing Agent in
connection with its duties hereunder.

            Section 6. Conditions to the Remarketing Agent's Obligations.

            The obligations of the Remarketing Agent hereunder are subject to
the following conditions:

            (a) The Senior Notes tendered for, or otherwise to be included in
the Initial Remarketing or Final Remarketing, as the case may be, have not been
called for redemption.

            (b) The Remarketing Agent is able to find a purchaser or purchasers
for tendered Senior Notes at a price not less than Minimum Initial Remarketing
Price.

            (c) The Warrant Agent, the Collateral Agent, the Custodial Agent and
the Company shall have performed their respective obligations in connection with
the Initial Remarketing and, in the event of a Failed Initial Remarketing, in
connection with the Final Remarketing, in each case pursuant to the Warrant
Agreement, the Pledge Agreement, this Agreement and the Supplemental Remarketing
Agreement, including, without limitation, giving the Remarketing Agent notice of
the Treasury Portfolio Purchase Price no later than 10:00 a.m., New York City
time, on the third Business Day prior to May 17, 2004, or the date of any
Additional Remarketing, in the case of the Initial Remarketing, and giving the
Remarketing Agent notice of the aggregate principal amount, as the case may be,
of Senior Notes to be remarketed, no later than 11:00 a.m., New York City time,
on the third Business Day prior to the Warrant Settlement Date, in the case of
the Final Remarketing, and, in each case, concurrently delivering the Senior
Notes to be remarketed to the Remarketing Agent.

            (d) The Prospectus shall have been timely filed with the Commission;
no stop order suspending the effectiveness of the Registration Statement or any
part thereof or suspending the qualification of the Indenture shall have been
issued and no proceeding for that purpose shall have been initiated or
threatened by the Commission; and any request of the Commission for inclusion of
additional information in the Registration Statement or the Prospectus or
otherwise shall have been complied with.

            (e) The Remarketing Agent shall not have discovered and disclosed to
the Company prior to or on the Remarketing Date that the Prospectus, the
Registration Statement, or the Remarketing Materials or any amendment or
supplement thereto contains any untrue statement of a fact which, in the opinion
of counsel for the Remarketing Agent, is material or omits to state any fact
which, in the opinion of such counsel, is material and is required to be stated
therein or is necessary to make the statements therein not misleading.

            (f) Since the respective dates as of which information is given in
the Remarketing Materials (i) trading generally shall not have been suspended or
materially limited on or by, as

<PAGE>
                                                                              13


the case may be, any of the New York Stock Exchange, the American Stock
Exchange, the National Association of Securities Dealers, Inc., the Chicago
Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board
of Trade, (ii) trading of any securities of the Company shall not have been
suspended on any exchange or in any over-the-counter market, (iii) a general
moratorium on commercial banking activities in New York shall not have been
declared by either Federal or New York State authorities or (iv) there shall not
have occurred any outbreak or escalation of hostilities or any change in
financial markets or any calamity or crisis that, in the judgment of the
Representatives, is material and adverse and (b) in the case of any of the
events specified in clauses 6(f)(i) through 6(f)(iv), such event, singly or
together with any other such event, makes it, in the judgment of the Remarketing
Agent, impracticable to market the Equity Units on the terms and in the manner
contemplated in the Prospectus.

            (g) The representations and warranties of the Company contained
herein shall be true and correct in all material respects on and as of the date
hereof, (ii) on and as of the Commencement Date, (iii) on and as of the
Remarketing Date, and (iv) on and as of the Warrant Settlement Date, and the
Company shall have performed in all material respects all covenants and
agreements herein contained to be performed on its part at or prior to the
Remarketing Date.

            (h) The Company shall have furnished to the Remarketing Agent a
certificate, dated the Remarketing Date, of the President or a Vice President
and a financial or accounting officer of the Company, satisfactory to the
Remarketing Agent, stating that to the best of their knowledge after reasonable
investigation: (1) no order suspending the effectiveness of the Registration
Statement or prohibiting the sale of the Remarketed Senior Notes is in effect,
and no proceedings for such purpose are pending before or, to the knowledge of
such officers, threatened by the Commission; (2) the representations and
warranties of the Company in Section 3 are true and correct on and as of the
Remarketing Date and the Company has performed in all material respects all
covenants and agreements contained herein to be performed on its part at or
prior to the Remarketing Date; (3) the Registration Statement, as of its
Effective Date, and the Remarketing Materials, as of their respective dates (in
each case, other than the Excluded Information), did not contain any untrue
statement of a material fact and did not omit to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading and the Prospectus (other than the Excluded Information) did not
contain any untrue statement of material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading.

            (i) On the Remarketing Date, the Remarketing Agent shall have
received a letter addressed to the Remarketing Agent and dated such date, in
form and substance satisfactory to the Remarketing Agent of KPMG LLP, or such
other firm of nationally recognized independent public accountants satisfactory
to the Remarketing Agent, addressing such matters as are set forth in Section
5(h) of the Underwriting Agreement, adapted as necessary to relate to the
securities being remarketed hereunder and to the Remarketing Materials.

            (j) Winston & Strawn, outside counsel to the Company, shall have
furnished to the Remarketing Agent their opinion letters addressed to the
Remarketing Agent and dated the Remarketing Date, in form and substance
reasonably satisfactory to the Remarketing Agent addressing such matters as are
set forth in such counsels' opinions furnished pursuant to Section

<PAGE>
                                                                              14


5(c) of the Underwriting Agreement, adapted as necessary to relate to the
securities being remarketed hereunder and to the Remarketing Materials.

            (k) L. Russell Mitten, Vice President and General Counsel of the
Company, shall have furnished to the Remarketing Agent an opinion letter
addressed to the Remarketing Agent and dated the Remarketing Date, in form and
substance reasonably satisfactory to the Remarketing Agent, addressing such
matters as are set forth in his opinion furnished pursuant to Section 5(d) of
the Underwriting Agreement, adapted as necessary to relate to the securities
being remarketed hereunder and to the Remarketing Materials.

            (l) Simpson Thacher & Bartlett, special counsel for the Remarketing
Agent, shall have furnished to the Remarketing Agent its opinion letter,
addressed to the Remarketing Agent and dated the Remarketing Date, in form and
substance satisfactory to the Remarketing Agent, addressing such matters as are
set forth in such counsels' opinion furnished pursuant to Section 5(e) of the
Underwriting Agreement, adapted as necessary to relate to the securities being
remarketed hereunder and to the Remarketing Materials.

            Section 7. Indemnification and Contribution.

            (a) The Company agrees to indemnify and hold harmless the
Remarketing Agent and each person, if any, who controls any Remarketing Agent
within the meaning of either Section 15 of the Act or Section 20 of the Exchange
Act from and against any and all losses, claims, damages and liabilities
(including, without limitation, any legal or other expenses reasonably incurred
in connection with defending or investigating any such action or claim) caused
by any untrue statement or alleged untrue statement of a material fact contained
in the Registration Statement or any amendment thereof, any preliminary
prospectus or the Prospectus (as amended or supplemented if the Company shall
have furnished any amendments or supplements thereto), or caused by any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, except
insofar as such losses, claims, damages or liabilities are caused by any such
untrue statement or omission or alleged untrue statement or omission based upon
information relating to any Remarketing Agent furnished to the Company in
writing by such Remarketing Agent expressly for use therein.

            (b) The Remarketing Agent agrees to indemnify and hold harmless the
Company, its directors, its officers who sign the Registration Statement and
each person, if any, who controls the Company within the meaning of either
Section 15 of the Act or Section 20 of the Exchange Act to the same extent as
the foregoing indemnity from the Company to such Remarketing Agent, but only
with reference to information relating to such Remarketing Agent furnished to
the Company in writing by the Remarketing Agent expressly for use in the
Registration Statement, any preliminary prospectus, the Prospectus or any
amendments or supplements thereto.

            (c) In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to either Section 7(a) or 7(b) above, such
person (the "indemnified party") shall promptly notify the person against whom
such indemnity may be sought (the "indemnifying party") in writing and

<PAGE>
                                                                              15


the indemnifying party, upon request of the indemnified party, shall retain
counsel reasonably satisfactory to the indemnified party to represent the
indemnified party and any others the indemnifying party may designate in such
proceeding and shall pay the fees and disbursements of such counsel related to
such proceeding. In any such proceeding, any indemnified party shall have the
right to retain its own counsel, but the fees and expenses of such counsel shall
be at the expense of such indemnified party unless (i) the indemnifying party
and the indemnified party shall have mutually agreed to the retention of such
counsel or (ii) the named parties to any such proceeding (including any
impleaded parties) include both the indemnifying party and the indemnified party
and representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interests between them. It is understood
that the indemnifying party shall not, in respect of the legal expenses of any
indemnified party in connection with any proceeding or related proceedings in
the same jurisdiction, be liable for the fees and expenses of more than one
separate firm (in addition to any local counsel) for all such indemnified
parties and that all such fees and expenses shall be reimbursed as they are
incurred. Such firm shall be designated in writing by the Remarketing Agent, in
the case of parties indemnified pursuant to Section 7(a) above, and by the
Company, in the case of parties indemnified pursuant to Section 7(b) above. The
indemnifying party shall not be liable for any settlement of any proceeding
effected without its written consent, but if settled with such consent or if
there be a final judgment for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party from and against any loss or liability by reason
of such settlement or judgment. Notwithstanding the foregoing sentence, if at
any time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel as contemplated
by the second and third sentences of this paragraph, the indemnifying party
agrees that it shall be liable for any settlement of any proceeding effected
without its written consent if (i) such settlement is entered into more than 30
days after receipt by such indemnifying party of the aforesaid request and (ii)
such indemnifying party shall not have reimbursed the indemnified party in
accordance with such request prior to the date of such settlement. No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened proceeding in respect
of which any indemnified party is or could have been a party and indemnity could
have been sought hereunder by such indemnified party, unless such settlement
includes an unconditional release of such indemnified party from all liability
on claims that are the subject matter of such proceeding.

            (d) To the extent the indemnification provided for in Section 7(a)
or 7(b) above is unavailable to an indemnified party or insufficient in respect
of any losses, claims, damages or liabilities referred to therein, then each
indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and the Remarketing Agent on
the other hand from the remarketing of the Remarketed Senior Notes or (ii) if
the allocation provided by clause 7(d)(i) above is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause 7(d)(i) above but also the relative fault of the
Company on the one hand and of the Remarketing Agent on the other hand in
connection with the statements or omissions that resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and the Remarketing Agent on the other hand in connection with the remarketing
of the Remarketed

<PAGE>
                                                                              16


Senior Notes shall be deemed to be in the same respective proportions as the net
proceeds from the remarketing of such Remarketed Senior Notes (before deducting
expenses) received by the Company and the total Remarketing Fees and commissions
received by the Remarketing Agent bear to the aggregate price paid for the
Remarketed Senior Notes. The relative fault of the Company on the one hand and
the Remarketing Agent on the other hand shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company or by the Remarketing Agent and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.

            (e) The Company and the Remarketing Agent agree that it would not be
just or equitable if contribution pursuant to this Section 7 were determined by
pro rata allocation (even if the Remarketing Agent were treated as one entity
for such purpose) or by any other method of allocation that does not take
account of the equitable considerations referred to in Section 7(d). The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages and liabilities referred to in the immediately preceding paragraph shall
be deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 7, no Remarketing Agent shall be required to
contribute any amount in excess of the amount by which the total price at which
the Remarketed Senior Notes remarketed by it and distributed to the public were
offered to the public exceeds the amount of any damages that such Remarketing
Agent has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The remedies provided for in this Section 7 are not exclusive
and shall not limit any rights or remedies, which may otherwise be available to
any indemnified party at law or in equity.

            (f) The indemnity and contribution provisions contained in this
Section 7 and the representations, warranties and other statements of the
Company contained in this Agreement shall remain operative and in full force and
effect regardless of (i) any termination of this Agreement, (ii) any
investigation made by or on behalf of any Remarketing Agent or any person
controlling any Remarketing Agent or the Company, its officers or directors or
any person controlling the Company and (iii) acceptance of and payment for any
of the Remarketed Senior Notes.

            Section 8. Resignation and Removal of the Remarketing Agent.

            The Remarketing Agent may resign and be discharged from its duties
and obligations hereunder, and the Company may remove the Remarketing Agent, by
giving 60 days' prior written notice, in the case of a resignation, to the
Company, the Depositary, the Indenture Trustee, the Collateral Agent, the
Custodial Agent and the Securities Intermediary and, in the case of a removal,
the removed Remarketing Agent, the Depositary, the Indenture Trustee, the
Collateral Agent, the Custodial Agent and the Securities Intermediary; provided,
however, that:

            (a) the Company may not remove the Remarketing Agent unless (1) the
Remarketing Agent becomes involved as a debtor in a bankruptcy, insolvency or
similar

<PAGE>
                                                                              17


proceeding, (2) the Remarketing Agent shall not be among the 15 underwriters
with the largest volume underwritten in dollars, on a lead or co-managed basis,
of U.S. domestic debt securities during the twelve-month period ended as of the
last calendar quarter preceding the Remarketing Date, (3) the Remarketing Agent
shall be subject to one or more legal restrictions preventing the performance of
its obligations hereunder, or (4) the Remarketing Agent shall determine that (i)
the Company has not met its obligation under Section 6(d) or (ii) using its
reasonable efforts, the Remarketing Agent would be unable to consummate the
Remarketing on the terms and in the manner contemplated in the Prospectus and
the Remarketing Materials;

            (b) the Remarketing Agent may not resign without reasonable cause;
and

            (c) no such resignation nor any such removal shall become effective
until the Company shall have appointed at least one nationally recognized
broker-dealer as successor Remarketing Agent and such successor Remarketing
Agent shall have entered into a remarketing agreement with the Company, in which
it shall have agreed to conduct the Remarketing in accordance with the
Remarketing Procedures in all material respects.

In any such case, the Company will use its reasonable efforts to appoint a
successor Remarketing Agent and enter into such a remarketing agreement with
such person as soon as reasonably practicable. The provisions of Sections 3, 7
and 8 shall survive the resignation or removal of any Remarketing Agent pursuant
to this Agreement.

            Section 9. Dealing in the Remarketed Senior Notes.

            The Remarketing Agent, when acting as a Remarketing Agent or in its
individual or any other capacity, may, to the extent permitted by law, buy,
sell, hold and deal in any of the Remarketed Senior Notes. The Remarketing Agent
may exercise any vote or join in any action which any beneficial owner of
Remarketed Senior Notes may be entitled to exercise or take pursuant to the
Indenture with like effect as if it did not act in any capacity hereunder. The
Remarketing Agent, in its individual capacity, either as principal or agent, may
also engage in or have an interest in any financial or other transaction with
the Company as freely as if it did not act in any capacity hereunder.

            Section 10. Remarketing Agent's Performance; Duty of Care.

            The duties and obligations of the Remarketing Agent shall be
determined solely by the express provisions of this Agreement, the Indenture,
the Pledge Agreement and the Warrant Agreement. No implied covenants or
obligations of or against the Remarketing Agent shall be read into this
Agreement, the Indenture, the Pledge Agreement or the Warrant Agreement. In the
absence of bad faith on the part of the Remarketing Agent, the Remarketing Agent
may conclusively rely upon any document furnished to it, as to the truth of the
statements expressed in any of such documents. The Remarketing Agent shall be
protected in acting upon any document or communication reasonably believed by it
to have been signed, presented or made by the proper party or parties except as
otherwise set forth herein. The Remarketing Agent, acting under this Agreement,
shall incur no liability to the Company or to any holder of Remarketed Senior
Notes in its individual capacity or as Remarketing Agent for any action or
failure to act, on its part in connection with a Remarketing or otherwise,
except if such liability is

<PAGE>
                                                                              18


judicially determined to have resulted from its failure to comply with the
material terms of this Agreement or the negligence or willful misconduct on its
part.

            Section 11. Termination.

            This Agreement shall terminate as to the Remarketing Agent on the
effective date of the resignation or removal of the Remarketing Agent pursuant
to Section 8. In addition, this Agreement may be terminated (A) by the Company
by notifying the Remarketing Agent at any time before the time when the
Remarketed Senior Notes are first generally offered by the Remarketing Agent to
dealers by letter or telegram, or (B) by the Remarketing Agent by notifying the
Company at or prior to 10:00 a.m. (New York City time) five business days prior
to the Remarketing Date by letter or telegram if:

            (a) in the judgment of the Remarketing Agent the sale and delivery
of the Senior Notes is rendered impracticable or inadvisable because: (1)
additional material governmental restrictions, not in force and effect on the
date hereof, shall have been imposed upon trading in securities generally or
minimum or maximum prices shall have been generally established on the New York
Stock Exchange or on the American Stock Exchange, or trading in securities
generally shall have been suspended on either such Exchange or a general banking
moratorium shall have been established by Federal or New York authorities; (2)
any event shall have occurred or shall exist which makes untrue or incorrect in
any material respect any statement or information contained in the Registration
Statement or Prospectus or which is not reflected in the Registration Statement
or Prospectus but should be reflected therein in order to make the statements or
information contained therein not misleading in any material respect, and such
untrue or incorrect statement or information is not corrected in an amendment or
supplement to the Registration Statement or Prospectus, or (3) a war involving
the United States or other national calamity shall have occurred or shall have
accelerated, to such an extent, as in the judgment of the Remarketing Agent, to
make it, in the judgment of the Remarketing Agent, impracticable or inadvisable
to proceed with the Remarketing on the terms and in the manner contemplated in
the Prospectus or in the Remarketing Materials; or

            (b) any of the conditions described in Section 6 are not satisfied.

            If this Agreement is terminated pursuant to any of the provisions
hereof, except as otherwise provided herein, the Company shall not be under any
liability to the Remarketing Agent and the Remarketing Agent shall not be under
any liability to the Company, except that (a) if this Agreement is terminated by
the Remarketing Agent because of any failure or refusal on the part of the
Company to comply with the terms or to fulfill any of the conditions of this
Agreement, the Company will reimburse the Remarketing Agent for all of its
out-of-pocket expenses (including the reasonable fees and disbursements of its
counsel) reasonably incurred by it, and (b) if the Remarketing Agent failed or
refused to purchase the Remarketed Senior Notes hereunder, without some reason
sufficient hereunder to justify the cancellation or termination of if
obligations hereunder, the Remarketing Agent shall not be relieved of liability
to the Company for damages occasioned by its default.

            Section 12. Notices.

<PAGE>
                                       19


            All statements, requests, notices and agreements hereunder shall be
in writing, and:

            (a) if to the Company, to 3 High Ridge Road, Stamford, CT 06095,
Attention: Scott N. Schneider (Tel: 203-614-5600), with a copy to Winston &
Strawn, 200 Park Avenue, New York, NY 10166, Attention: David F. Kroenlein
(Tel: 212-294-6700); and

            (b) if to the Remarketing Agent, to Morgan Stanley & Co.
Incorporated, at 1585 Broadway, New York, NY 10036, Attention: Equity Capital
Markets Syndicate Desk, with a copy to Simpson Thacher & Bartlett, 425
Lexington Avenue, New York, NY 10017, Attention: Vincent Pagano, Jr.
(Tel: 212-455-2000); and

            (c) if to the Warrant Agent, to The Chase Manhattan Bank, 450
West 33rd Street, New York, NY 10001, Attention: Institutional Trust Services.

Any such statements, requests, notices or agreements shall take effect at the
time of receipt thereof.

            Section 13. Persons Entitled to Benefit of Agreement.

            This Agreement shall inure to the benefit of and be binding upon the
Remarketing Agent, the Company and their respective successors. This Agreement
and the terms and provisions hereof are for the sole benefit of only those
persons, except that (a) the representations, warranties, indemnities and
agreements of the Company contained in this Agreement shall also be deemed to be
for the benefit of the Remarketing Agent and the person or persons, if any, who
control the Remarketing Agent within the meaning of Section 15 of the Act and
(b) the indemnity agreement of the Remarketing Agent contained in Section 7(b)
of this Agreement shall be deemed to be for the benefit of the Company's
directors, officers and Trustee who sign the Registration Statement and any
person controlling the Company within the meaning of Section 15 of the Act.
Nothing contained in this Agreement is intended or shall be construed to give
any person, other than the persons referred to herein, any legal or equitable
right, remedy or claim under or in respect of this Agreement or any provision
contained herein.

            Section 14. Survival.

            The respective indemnities, representations, warranties and
agreements of the Company and the Remarketing Agent contained in this Agreement
or made by or on behalf of them, respectively, pursuant to this Agreement, shall
survive the Remarketing and shall remain in full force and effect, regardless of
any investigation made by or on behalf of any of them or any person controlling
any of them.

            Section 15. Governing Law.

            This Agreement shall be governed by, and construed in accordance
with, the laws of New York.

            Section 16. Counterparts.

            This Agreement may be executed in one or more counterparts and, if
executed in more than one counterpart, the executed counterparts shall each be
deemed to be an original but all such counterparts shall together constitute one
and the same instrument.

<PAGE>
                                                                              20


            Section 17. Headings.

            The headings herein are inserted for convenience of reference only
and are not intended to be part of, or to affect the meaning or interpretation
of, this Agreement.


<PAGE>
                                                                              21


            If the foregoing correctly sets forth the agreement between the
Company, the Remarketing Agent and the Warrant Agent, please indicate your
acceptance in the space provided for that purpose below.

                                    Very truly yours,



                                    CITIZENS COMMUNICATIONS COMPANY


                                    By:     /s/ Donald B. Armour
                                       -----------------------------------------
                                       Name: Donald B. Armour
                                       Title: Vice President, Finance and
                                              Treasurer

Accepted:

MORGAN STANLEY & CO. INCORPORATED

 By:     /s/ Constantine N. Darras
    --------------------------------------
    Name: Constantine N. Darras
    Title: Vice President


THE CHASE MANHATTAN BANK, as Warrant Agent

By:     /s/ James D. Heaney
   ---------------------------------------
   Name:  James D. Heaney
   Title: Vice President


<PAGE>

                                                                       Exhibit A
                                                        to Remarketing Agreement


                   Form of Supplemental Remarketing Agreement

            Supplemental Remarketing Agreement dated __________, ____ among
Citizens Communications Company, a Delaware corporation (the "Company"), Morgan
Stanley & Co. Incorporated (the "Remarketing Agent") and The Chase Manhattan
Bank, as Warrant Agent and attorney-in-fact for the Holders of the Equity Units
(as such terms are defined in the Warrant Agreement referred to in Schedule I
hereto).

            NOW, THEREFORE, for and in consideration of the covenants herein
made, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:

            1. Definitions. Capitalized terms used and not defined in this
Agreement shall have the meanings assigned to them in the Remarketing Agreement
dated as of June ___, 2001 (the "Remarketing Agreement") between the Company and
Morgan Stanley & Co. Incorporated or, if not defined in the Remarketing
Agreement, the meanings assigned to them in the Warrant Agreement (as defined in
Schedule I hereto).

            2. Registration Statement and Prospectus. The Company has filed with
the Commission, and there has become effective, a registration statement on Form
S-3, including a prospectus, relating to the Senior Notes (as such term is
defined on Schedule I hereto). Such Registration Statement, as amended, and
including the information deemed to be a part thereof pursuant to Rule 430A
under the Act, and the documents incorporated or deemed to be incorporated by
reference therein, are hereinafter called, collectively, the "Registration
Statement"; [the related preliminary prospectus dated __________, including the
documents incorporated or deemed to be incorporated by reference therein, [and
preliminary prospectus supplement dated __________] are hereinafter called,
[collectively] the "preliminary prospectus";] and the related prospectus dated
__________, including the documents incorporated or deemed to be incorporated by
reference therein, [and prospectus supplement dated __________] are hereinafter
called, [collectively,] the "Prospectus." The Company has provided copies of the
Registration Statement [,the preliminary prospectus] and the Prospectus to the
Remarketing Agent, and hereby consents to the use of the [preliminary
prospectus] and the Prospectus in connection with the remarketing of the Senior
Notes. [IN THE EVENT THAT A REGISTRATION STATEMENT IS NOT REQUIRED, INSERT THE
FOLLOWING: The Company has provided to the Remarketing Agent, for use in
connection with remarketing of the Senior Notes (as such term is defined on
Schedule I hereto), a [preliminary remarketing memorandum and] remarketing
memorandum and [describe other materials, if any]. Such remarketing memorandum
(including the documents incorporated or deemed to be incorporated by reference
therein, [and] [describe other materials] are hereinafter called, collectively,
the "Prospectus," [and such preliminary marketing memorandum (including the
documents incorporated or deemed to be incorporated by reference therein) is
hereinafter called a "preliminary prospectus")]. The Company hereby consents to
the use of the Prospectus [and the


                                      A-1
<PAGE>

preliminary prospectus] in connection with the remarketing of the Senior Notes.]
All references in this Agreement to amendments or supplements to the
Registration Statement [the preliminary prospectus] or the Prospectus shall be
deemed to mean and include the filing of any document under the Exchange Act,
which is incorporated or deemed to be incorporated by reference in the
Registration Statement [,the preliminary prospectus] or the Prospectus, as the
case may be.

            3.  Provisions Incorporated by Reference.

            (a) Subject to Section 3(b) hereof, the provisions of the
Underwriting Agreement (other than [Section __, Section __, Section __, Section
__, Section __ and Section __] thereof) are incorporated herein by reference,
mutatis mutandis, and the Company hereby makes the representations and
warranties, and agrees to comply with the covenants and obligations, set forth
in the provisions of the Underwriting Agreement incorporated by reference
herein, as modified by the provisions of Section 3(b) hereof.

            (b) With respect to the provisions of the Underwriting Agreement
incorporated herein, for the purposes hereof, (i) all references therein to the
"Underwriter" or "Underwriters" shall be deemed to refer to the Remarketing
Agent and all references to the "Representative" or the "Representatives" shall
be deemed to refer to Morgan Stanley & Co. Incorporated ("Morgan Stanley"); (ii)
all references therein to the "Units" or "Firm Units" shall be deemed to refer
to the Senior Notes as defined herein; (iii) all references therein to the "Time
of Delivery" shall be deemed to refer to the Remarketing Closing Date specified
in Schedule I hereto; (iv) all references therein to the "Registration
Statement", [the "Preliminary Prospectus"] or the "final prospectus" shall be
deemed to refer to the Registration Statement[, the preliminary prospectus] and
the Prospectus, respectively, as defined herein; (v) all references therein to
this "Agreement," the "Underwriting Agreement," "hereof "herein" and all
references of similar import, shall be deemed to mean and refer to this
Supplemental Remarketing Agreement; (vi) all references therein to "the date
hereof," "the date of this Agreement" and all similar references shall be deemed
to refer to the date of this Supplemental Remarketing Agreement; (vii) all
references therein to any "settlement date" shall be disregarded; and (viii)
[other changes].]

            4. Remarketing. Subject to the terms and conditions and in reliance
upon the representations and warranties herein set forth or incorporated by
reference herein and in the Remarketing Agreement, the Remarketing Agent agrees
to use its reasonable efforts to remarket, in the manner set forth in Section
2(b) of the Remarketing Agreement, the aggregate principal amount of Senior
Notes set forth in Schedule I hereto at a purchase price not less than 100% of
the [Minimum Initial Remarketing Price] [the aggregate principal amount of the
Senior Notes]. In connection therewith, the registered holder or holders thereof
agree, in the manner specified in Section 5 hereof, to pay to the Remarketing
Agent a Remarketing Fee equal to an amount not exceeding 25 basis points (.25%)
of [the Minimum Initial Remarketing Price] [such aggregate principal amount,]
payable by deduction from any amount received in connection from such [Initial]
[Final] Remarketing in excess of the [Minimum Initial Remarketing Price] [the
aggregate principal amount of the Senior Notes]. Pursuant to the Indenture, the
right of each holder of Senior Notes to have Senior Notes tendered for purchase
shall be limited to the extent set forth in the last sentence of Section 2(d) of
the Remarketing Agreement (which is incorporated by reference herein). As more
fully provided in Section 2(e) of the Remarketing Agreement (which is
incorporated by reference herein), the Remarketing Agent is not obligated


                                      A-2
<PAGE>

to purchase any Senior Notes in the remarketing or otherwise, and neither the
Company nor the Remarketing Agent shall be obligated in any case to provide
funds to make payment upon tender of Senior Notes for remarketing.

            5. Delivery and Payment. Delivery of payment for the Remarketed
Senior Notes by the purchasers thereof identified by the Remarketing Agent and
payment of the Remarketing Fee shall be made on the Remarketing Closing Date at
the location and time specified in Schedule I hereto (or such later date not
later than five Business Days after such date as the Remarketing Agent shall
designate), which date and time may be postponed by agreement between the
Remarketing Agent and the Company. Delivery of the Remarketed Senior Notes and
payment of the Remarketing Fee shall be made to the Remarketing Agent against
payment by the respective purchasers of the Remarketed Senior Notes of the
consideration therefor as specified herein, which consideration shall be paid to
the Collateral Agent for the account of the persons entitled thereto by
certified or official bank check or checks drawn on or by a New York Clearing
House bank and payable in immediately available funds or in immediately
available funds by wire transfer to an account or accounts designated by the
Collateral Agent.

            If the Senior Notes are not represented by a Global Security held by
or on behalf of The Depository Trust Company, certificates for the Senior Notes
shall be registered in such names and denominations as the Remarketing Agent may
request not less than one full Business Day in advance of the Remarketing
Closing Date, and the Company, the Collateral Agent, the Custodial Agent, the
Securities Intermediary and the registered holder or holders thereof agree to
have such certificates available for inspection, packaging and checking by the
Remarketing Agent in New York, New York not later than 1:00 p.m. on the Business
Day prior to the Remarketing Closing Date.

            6. Notices. Unless otherwise specified, any notices, requests,
consents or other communications given or made hereunder or pursuant hereto
shall be made in writing or transmitted by any standard form of
telecommunication, including telephone or telecopy, and confirmed in writing.
All written notices and confirmations of notices by telecommunication shall be
deemed to have been validly given or made when delivered or mailed, by
registered or certified mail, return receipt requested and postage prepaid. All
such notices, requests, consents or other communications shall be addressed as
follows: if to the Company, to _____________________, with a copy to Winston &
Strawn, 200 Park Avenue, New York, NY 10166, Attention: _____________; if to the
Remarketing Agent, to Morgan Stanley & Co. Incorporated, at 1585 Broadway, New
York, NY 10036, Attention: __________, with a copy to Simpson Thacher &
Bartlett, 425 Lexington Avenue, New York, NY 10017, Attention: Vincent Pagano,
Jr.; and if to the Warrant Agent, to The Chase Manhattan Bank, 450 West 33rd
Street, New York, NY 10001, Attention: Institutional Trust Services, or to such
other address as any of the above shall specify to the other in writing.

            7. Conditions to Obligations of Remarketing Agent. Anything herein
to the contrary notwithstanding, the parties hereto agree that the obligations
of the Remarketing Agent under this Agreement are subject to the satisfaction,
on the Remarketing Closing Date, of the conditions incorporated by reference
herein from Section 5 of the Underwriting Agreement as modified by Section 6
hereof (including, without limitation, the delivery of opinions of counsel,
officers' certificates and accountants' comfort letters as reasonably requested
by the Remarketing


                                      A-3
<PAGE>

Agent and in form and substance reasonably satisfactory to the Remarketing
Agent, the accuracy as of the Remarketing Closing Date of the representations
and warranties of the Company included and incorporated by reference herein and
the performance by the Company of its obligations under the Remarketing
Agreement and this Agreement as and when required hereby and thereby). In
addition, anything herein to the contrary notwithstanding, this Agreement may be
terminated by the Remarketing Agent, by notice to the Company at any time prior
to the time of settlement on the Remarketing Closing Date, if any of the events
or conditions set forth in Section ____ of the Underwriting Agreement.

            8.  Indemnity and Contribution. Anything herein to the contrary
notwithstanding, the Remarketing Agent shall be entitled to indemnity and
contribution on the terms and conditions set forth in the Remarketing
Agreement.

            If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement between the
Company, the Warrant Agent and the Remarketing Agent.

                                    Very truly yours,

                                    CITIZENS COMMUNICATIONS COMPANY


                                    By: -----------------------------------
                                        Name:
                                        Title:

CONFIRMED AND ACCEPTED:

MORGAN STANLEY & CO. INCORPORATED



By: _____________________________________
           Authorized Signatory

[Add other Remarketing Agents, if any]

By: _____________________________________
    Name:
    Title:



                                      A-4
<PAGE>


THE CHASE MANHATTAN BANK, as Warrant Agent


By: _____________________________________
    Name:
    Title:




                                      A-5
<PAGE>

                                   SCHEDULE I

      o     Senior Notes subject to the remarketing: 6 3/4% Senior Notes due
            2006 of Citizens Communications Company (the "Senior Notes").

      o     Warrant Agreement, dated as of June 19, 2001 (the "Warrant
            Agreement", also referred to as the "Purchase Contract Agreement")
            by and between Citizens Communications Company, a Delaware
            corporation, and The Chase Manhattan Bank, a New York banking
            corporation, as warrant agent.

      o     Pledge Agreement dated as of June 19, 2001 (the "Pledge Agreement")
            by and between Citizens Communications Company, a Delaware
            corporation, The Bank of New York, a New York banking corporation,
            as collateral agent, securities intermediary and custodial agent and
            The Chase Manhattan Bank, a New York banking corporation, as warrant
            agent.

      o     Minimum Initial Remarketing Price: Aggregate price equal to 100% the
            Aggregate Principal Amount of Senior Notes

      o     Underwriting Agreement, dated June 13, 2001 (the "Underwriting
            Agreement") among Citizens Communications Company, a Delaware
            corporation, Morgan Stanley & Co. Incorporated and J.P. Morgan
            Securities Inc., as representatives of the several underwriters
            named therein.

      o     Remarketing Closing Date, Time and Location: __________________