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                                                                     EXHIBIT 4.3

                                                                  EXECUTION COPY

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                         CITIZENS COMMUNICATIONS COMPANY

                                       AND

                            THE CHASE MANHATTAN BANK,

                                   AS TRUSTEE

                          SECOND SUPPLEMENTAL INDENTURE

                          DATED AS OF JUNE 19, 2001 TO

                                SENIOR INDENTURE

                            DATED AS OF MAY 23, 2001






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            SECOND SUPPLEMENTAL INDENTURE, dated as of June 19, 2001 (this
"SUPPLEMENTAL INDENTURE"), between CITIZENS COMMUNICATIONS COMPANY, a Delaware
corporation (the "ISSUER" or the "COMPANY"), and THE CHASE MANHATTAN BANK, a
corporation duly organized and existing under the laws of the State of New York,
as trustee (the "TRUSTEE").

                              W I T N E S S E T H :
                              - - - - - - - - - -


            WHEREAS, the Issuer and the Trustee have duly executed and delivered
an Indenture, dated as of May 23, 2001 (the "INDENTURE"), providing for the
authentication, issuance, delivery and administration of unsecured debentures,
notes or other evidences of indebtedness to be issued in one or more series by
the Issuer (the "SECURITIES");

            WHEREAS, pursuant to the terms of the Indenture, the Issuer desires
to provide for the establishment of a new series of Securities (the "NOTES") to
be issued under the Indenture in an aggregate principal amount of up to
$460,000,000, which may be authenticated and delivered as provided in the
Indenture;

            WHEREAS, the Issuer desires to supplement and amend the provisions
of the Indenture to issue the Notes;

            WHEREAS, Section 8.1 of the Indenture expressly permits the Issuer
and the Trustee to enter into one or more supplemental indentures for the
purposes, inter alia, of establishing the forms and terms of Securities of any
series as permitted by Sections 2.1 and 2.3 of the Indenture or making certain
provisions in the Indenture which the Issuer deems necessary or desirable, and
permits the execution of such supplemental indentures without the consent of the
Holders of any Securities then outstanding;

            WHEREAS, for the purposes hereinabove recited, and pursuant to due
corporate action, the Issuer has duly determined to execute and deliver to the
Trustee this Supplemental Indenture; and

            WHEREAS, all conditions and requirements necessary to make this
Supplemental Indenture a valid and legally binding instrument in accordance with
its terms have been done and performed, and the execution and delivery hereof
has been in all respects duly authorized;

            NOW, THEREFORE, in consideration of the premises, the Issuer and the
Trustee mutually covenant and agree as follows:

            Section 1. DEFINITIONS.

            1.1   Unless the context otherwise requires:

            (a)   A term not defined herein that is defined in the Indenture has
the same meaning when used in this Supplemental Indenture;

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            (b)   A term defined anywhere in this Supplemental Indenture has the
same meaning throughout;

            (c)   A reference to a Section or Article is to a Section or Article
of this Supplemental Indenture;

            (d)   The following terms have the meanings given to them in the
Warrant Agreement (also referred to as the Purchase Contract Agreement): (i)
Additional Remarketing; (ii) Authorized Newspaper; (iii) Benchmark Treasury;
(iv) Cash Settlement; (v) Collateral Agent, (vi) Depositary; (vii) Depositary
Participant; (viii) Equity Units; (ix) Failed Final Remarketing; (x) Failed
Initial Remarketing; (xi) Final Remarketing; (xii) Final Remarketing Date;
(xiii) Initial Remarketing; (xiv) Initial Remarketing Date; (xv) Purchase
Contract; (xvi) Quotation Agent; (xvii) Redemption Amount; (xviii) Redemption
Price; (xix) Reset Effective Date; (xx) Remarketing Agent; (xxi) Remarketing
Agreement; (xxii) Reset Announcement Date; (xxiii) Reset Agent; (xxiv) Reset
Effective Date; (xxv) Reset Rate; (xxvi) Successful Initial Remarketing; (xxvii)
Treasury Equity Unit; (xxviii) Successful Initial Remarketing;(xxix) Two-Year
Benchmark Treasury;(xxx) Warrant Agent; and (xxxi) Warrant Settlement Date;

            (e)   The following terms have the meanings given to them in the
Pledge Agreement (i) Pledge; and (ii) Pledged Notes.

            1.2   Unless the context otherwise requires, the following terms
shall have the following meanings:

            "APPLICABLE PRINCIPAL AMOUNT" means either (1) if the Tax Event
      Redemption Date occurs prior to the Warrant Settlement Date, the aggregate
      principal amount of Notes that are part of the Equity Units on the Tax
      Event Redemption Date or (2) if the Tax Event Redemption Date occurs on or
      after the Warrant Settlement Date, the aggregate principal amount of the
      Notes outstanding on the Tax Event Redemption Date.

            "APPLICABLE PROCEDURES" means, with respect to any transfer or
      exchange of or for beneficial interests in any Global Note, the rules and
      procedures of the Depositary that apply to such transfer or exchange.

            "CAPITAL STOCK" means, with respect to any entity, any and all
      shares, interests, participations or other equivalents (however
      designated) of or in such entity's capital stock or other equity
      interests, and options, rights or warrants to purchase such capital stock
      or other equity interests, whether now outstanding or issued after the
      Issue Date.

            "CUSTODIAN" means The Chase Manhattan Bank, as custodian of the
      Notes on behalf of the Depositary.

            "DEFAULT" means any event that is, or after notice or passage of
      time or both would be, an Event of Default.

            "DEPOSITARY" means The Depository Trust Company or any other
      depositary from time to time specified pursuant to the Indenture.

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            "DEFINITIVE NOTE" means a Note in certificated form, other than a
      Global Note, issued in accordance with Section 3 hereof, substantially in
      the form of Exhibit A hereto.

            "GLOBAL NOTES" means, individually and collectively, each of the
      Notes that is a Global Security, issued in accordance with Section 3
      hereof, substantially in the form of Exhibit B hereto.

            "GLOBAL NOTE LEGEND" means the legend set forth in Section 4.3 that
      is required to be placed on all Global Notes issued under this
      Supplemental Indenture.

            "INDIRECT PARTICIPANT" means a person who holds a beneficial
      interest in a Global Note through a Participant.

            "ISSUE DATE" means the date on which the Notes are originally issued
      under this Supplemental Indenture.

            "PARTICIPANT" means a person who has an account with the Depositary.

            "PLEDGE AGREEMENT" means the Pledge Agreement, dated as of the date
      hereof, among The Company, The Bank of New York, as Collateral Agent, as
      Securities Intermediary and as Custodial Agent, and The Chase Manhattan
      Bank, as Warrant Agent.

            "QUOTATION AGENT' means any primary U.S. government securities
      dealer selected by the Issuer. At the date of this Supplemental Indenture,
      it is anticipated that Morgan Stanley & Co. Incorporated will be the
      quotation agent.

            "REDEMPTION AMOUNT" means, prior to the Warrant Settlement Date, for
      each Note, the product of the principal amount of such Note and a
      fraction, the numerator of which is the Treasury Portfolio Purchase Price
      and the denominator of which is the Applicable Principal Amount and means,
      after the Warrant Settlement Date, the principal amount of such Note.

            "REGISTRAR" means the registrar specified from time to time pursuant
      to Section 3.2 of the Indenture.

            "REMARKETING" means the remarketing of the Notes pursuant to the
      Remarketing Procedures.

            "REMARKETING PROCEDURES" has the meaning set forth in the
      Remarketing Agreement.

            "RESTRICTED PAYMENT" means any of the following:

                  (A) the declaration or payment of any dividend or any other
            distribution on Capital Stock of the Issuer; and

                  (B) the purchase, redemption, or other acquisition or
            retirement for value or the making of a liquidation payment of any
            Capital Stock of the Issuer.

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            "SECURITIES ACT' means the Securities Act of 1933, as amended.

            "SUBSIDIARY" means any corporation, association, partnership, joint
      venture, limited liability company or other business entity of which more
      than 50% of the total voting power of the equity interests (including
      joint venture interests) entitled (without regard to the occurrence of any
      contingency) to vote in the election of directors, managers or trustees
      thereof or any partnership of which more than 50% of the partners' equity
      interests (considering all partners' equity interests as a single class)
      is, in each case, at the time owned or controlled directly or indirectly,
      by the Issuer or one or more of the Subsidiaries of the Issuer or any
      combination thereof.

            "TAX EVENT" means the receipt by the Issuer of an opinion of
      counsel, rendered by a law firm having a recognized national tax practice,
      to the effect that, as a result of any amendment to, change in or
      announced proposed change in the laws (or any regulations thereunder) of
      the United States or any political subdivision or taxing authority thereof
      or therein, or as a result of any official administrative decision,
      pronouncement, judicial decision or action interpreting or applying such
      laws or regulations, which amendment or change is effective or which
      proposed change, pronouncement, action or decision is announced on or
      after the date of issuance of the Notes, there is more than an
      insubstantial increase in the risk that interest payable by the Issuer on
      the Notes is not, or within 90 days of the date of such opinion, will not
      be, deductible by the Issuer, in whole or in part, for United States
      federal income tax purposes.

            "TREASURY PORTFOLIO" means, with respect to the applicable principal
      amount of Notes, a portfolio of zero-coupon U.S. treasury securities
      consisting of (a) principal or interest strips of U.S. treasury securities
      that mature on or prior to August 16, 2004 in an aggregate amount at
      maturity equal to the applicable principal amount and (b) with respect to
      each scheduled interest payment date on the Notes that occurs after the
      Tax Event Redemption Date, principal or interest strips of U.S. treasury
      securities that mature on or prior to such date in aggregate amount at
      maturity equal to the aggregate interest payment that would be due on the
      applicable principal amount of the Notes on such date.

            "TREASURY PORTFOLIO PURCHASE PRICE" means the lowest aggregate price
      quoted by a primary U.S. government securities dealer in New York City, a
      "primary treasury dealer", to the quotation agent, as defined below, on
      the third business day preceding the Tax Event Redemption Date for the
      purchase of the Treasury Portfolio for settlement on the Tax Event
      Redemption Date.

            "WARRANT AGREEMENT" (also referred to as the "PURCHASE CONTRACT
      AGREEMENT") means the Warrant Agreement, dated as of the date hereof,
      between the Issuer and The Chase Manhattan Bank, as Warrant Agent and as
      attorney-in-fact for the Holders of Securities (as defined therein) from
      time to time.

            Section 2. TERMS AND CONDITIONS OF THE SECURITIES.

            There is hereby authorized the following new series of Notes:

            2.1   6 3/4% NOTES DUE AUGUST 17, 2006.

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            (a) The Notes are hereby authorized and designated as the "Senior
Notes due 2006".

            (b) The Notes shall be in an aggregate principal amount of up to
$460,000,000 and shall bear interest initially at a rate of 6 3/4% per annum,
shall mature on August 17, 2006 and are subject to optional redemption, in whole
or in part, at any time prior to the stated maturity date thereof pursuant to
the terms set forth in the form of Note attached hereto. The interest rate
payable upon the Note may be reset as described in Section 8.

            (c) The date from which interest will accrue on the Notes, the
interest payment dates of the Notes, the record date with respect to each
payment of interest on the Notes and all other terms of the Notes are set forth
in the form of Note attached hereto.

            (d) The Notes shall be issued in denominations of $25 and any
integral amount thereof.

            2.2 ISSUANCE OF ADDITIONAL SECURITIES. The Issuer shall be permitted
to amend this Supplemental Indenture in order to increase the aggregate
principal amount of Notes of any series that may be issued hereunder without the
consent of the Holders of Notes of any series so affected.

            Section 3. FORM OF NOTES.

            FORM OF NOTES. So long as any Notes constitute components of Equity
Units, they shall be issued in the form of Definitive Notes. Notes that no
longer constitute components of Equity Units shall be issued in the form of
Global Notes. Each Global Note or Definitive Note, as applicable, shall
represent such of the outstanding Notes as shall be specified therein and each
shall provide that it shall represent the aggregate principal amount of
outstanding Notes from time to time endorsed thereon and that the aggregate
principal amount of outstanding Notes represented thereby may from time to time
be reduced or increased, as appropriate, to reflect exchanges and redemptions.
Any endorsement of a Global Note to reflect the amount of any increase or
decrease in the aggregate principal amount of outstanding Notes represented
thereby shall be made by the Trustee, as custodian of the Notes, in accordance
with instructions as required by Section 4 hereof. Any endorsement of a
Definitive Note to reflect the amount of any decrease in the aggregate principal
amount of outstanding Notes represented thereby shall be made by the Collateral
Agent pursuant to and in accordance with Section 4.4 hereof. Any endorsement
of a Definitive Note to reflect the amount of any increase in the aggregate
principal amount of Outstanding Notes represented thereby shall be made by
the Collateral Agent pursuant to and in accordance with Section 4.4 thereof.

            Section 4. TRANSFER AND EXCHANGE.

            Notwithstanding any provisions to the contrary set forth in Article
Two of the Indenture, the following terms and conditions shall govern the
transfer and exchange of the Notes.

            4.1 TRANSFER AND EXCHANGE OF GLOBAL NOTES. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, the Depositary or any such nominee to a successor Depositary or a
nominee of such successor Depositary. All Global Notes will be exchanged by the
Issuer for Definitive Notes if (i) the Issuer delivers to the Trustee notice
from the Depositary that it is unwilling or unable to continue to act as
Depositary or that it is no longer a clearing agency registered under the
Exchange Act

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and, in either case, a successor Depositary is not appointed by the Issuer
within 90 days after the date of such notice from the Depositary, (ii) the
Issuer in its sole discretion determines that the Global Notes (in whole but not
in part) should be exchanged for Definitive Notes and delivers a written notice
to such effect to the Trustee or (iii) a Default or Event of Default hall have
occurred and be continuing with respect to the Notes. Upon the occurrence of any
of the preceding events in (i), (ii) or (iii) above, Definitive Notes shall be
issued in such names as the Depositary shall instruct the Trustee. Every Note
authenticated and delivered in exchange for, or in lieu of, a Global Note or any
portion thereof, pursuant to this Section 4 hereof, shall be authenticated and
delivered in the form of, and shall be, a Global Note. A Global Note may not be
exchanged for another Note other than as provided in this Section 4, HOWEVER,
beneficial interests in a Global Note may be transferred and exchanged as
provided in Section 4.2.

            4.2 TRANSFER AND EXCHANGE OF BENEFICIAL INTERESTS IN THE GLOBAL
NOTES. The transfer and exchange of beneficial interests in the Global Notes
shall be effected through the Depositary, in accordance with the provisions of
the Indenture, as supplemented by this Supplemental Indenture, and the
Applicable Procedures. Transfers of beneficial interests in the Global Notes
also shall require compliance with either subparagraph (a) or (b) below, as
applicable:

            (a) TRANSFER OF BENEFICIAL INTERESTS IN THE SAME GLOBAL NOTE.
      Beneficial interests in any Global Note may be transferred to persons who
      take delivery thereof in the form of a beneficial interest in a Global
      Note. No written orders or instructions shall be required to be delivered
      to the Registrar to register the transfers described in this Section
      4.2(a).

            (b) ALL OTHER TRANSFERS AND EXCHANGES OF BENEFICIAL INTERESTS IN
      GLOBAL NOTES. In connection with all transfers and exchanges of beneficial
      interests that are not subject to Section 4.2(a) above, the transferor of
      such beneficial interest must deliver to the Depositary either (1) (A) a
      written order from a Participant or an Indirect Participant given to the
      Depositary in accordance with the Applicable Procedures directing the
      Depositary to credit or cause to be credited a beneficial interest in the
      Global Note, or in another Global Note in the case of an exchange, in an
      amount equal to the beneficial interest to be transferred or exchanged and
      (B) instructions given in accordance with the Applicable Procedures
      containing information regarding the Participant account to be credited
      with such increase or (2) (A) a written order from a Participant or an
      Indirect Participant given to the Depositary in accordance with the
      Applicable Procedures directing the Depositary to cause to be issued a
      Definitive Note in an amount equal to the beneficial interest to be
      transferred or exchanged and (B) instructions given by the Depositary to
      the Registrar containing information regarding the person in whose name
      such Definitive Note shall be registered to effect the transfer or
      exchange referred to in (A) above. Upon satisfaction of all of the
      requirements for transfer or exchange of beneficial interests in Global
      Notes contained in the Indenture, as supplemented by this Supplemental
      Indenture, and the Notes or otherwise applicable under the Securities Act,
      the Custodian shall adjust the principal amount of the relevant Global
      Note(s) pursuant to Section 4.4 hereof.

            4.3 LEGEND. Each Global Note issued under this Supplemental
Indenture shall bear a legend on the face of the Global Note in substantially
the following form:

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            "UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
            REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
            CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
            TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
            REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
            REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
            MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
            AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
            USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
            INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
            HEREIN.

            THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
            INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
            BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO
            ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE CUSTODIAN MAY
            MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION
            2.9 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN
            WHOLE BUT NOT IN PART PURSUANT TO SECTION 4.1 OF THE SUPPLEMENTAL
            INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE
            FOR CANCELLATION PURSUANT TO SECTION 2.10 OF THE INDENTURE AND (IV)
            THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH
            THE PRIOR WRITTEN CONSENT OF THE COMPANY."

            4.4 CANCELLATION AND/OR ADJUSTMENT OF GLOBAL NOTES.

            (a) At such time as all beneficial interests in a particular Global
Note have been exchanged for Definitive Notes or a particular Global Note has
been redeemed, repurchased or canceled in whole and not in part, each such
Global Note shall be returned to or retained and canceled by the Custodian in
accordance with Section 2.10 of the Indenture. At any time prior to such
cancellation, if any beneficial interest in a Global Note is exchanged for or
transferred to a person who will take delivery thereof in the form of a
beneficial interest in another Global Note or for Definitive Notes, the
principal amount of Notes represented by such Global Note shall be reduced
accordingly and an endorsement shall be made on such Global Note by the
Custodian or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note shall be increased accordingly
and an endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

            (b) In the event that any Pledged Note is to be released from the
Pledge of the Pledge Agreement and delivered to the Warrant Agent pursuant to
Section 5.2 of the Pledge Agreement (a "Released Note"), as a result of the
creation of one or more Treasury Equity Units as provided in said Section 5.2
of the Pledge Agreement, such release and delivery shall be evidenced

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by an endorsement by the Collateral Agent on the Definitive Note held by the
Collateral Agent reflecting a reduction in the principal amount of such
Definitive Note equal in amount (the "Reduced Principal Amount") to the
principal amount of the Released Note. The Collateral Agent shall confirm any
such Reduced Principal Amount by telecopying or otherwise delivering a photocopy
of such endorsement made on the Definitive Note evidencing such Reduced
Principal Amount to the Trustee at the telecopier number or address of the
Warrant Agent provided for notices to the Warrant Agent in the Pledge Agreement
(or at such other telecopier or address as the Trustee shall provide to the
Collateral Agent). Upon receipt of such confirmation, the Trustee shall instruct
the Custodian to increase the principal amount of a Global Note held by the
Custodian in an amount equal to the Reduced Principal Amount by an endorsement
made by the Custodian on such Global Note to reflect such increase.

            (c) In the event that a Note is transferred to the Collateral Agent
pursuant to Section 5.3(a) of the Pledge Agreement (a "Subjected Note") in
connection with the reestablishment of an Equity Unit as provided in Section 5.3
of the Pledge Agreement, such transfer shall be evidenced by an endorsement by
the Collateral Agent on the Definitive Note held by the Collateral Agent
reflecting an increase in the principal amount of such Definitive Note equal in
amount (the "Increased Principal Amount") to the principal amount of such
Subjected Note. The Collateral Agent shall confirm any such Increased Principal
Amount by telecopying or otherwise delivering a photocopy of such endorsement
made on the Definitive Note evidencing such Increased Principal Amount to the
Trustee at the telecopier number or address of the Warrant Agent provided for
notices to the Warrant Agent in the Pledge Agreement (or at such other
telecopier or address as the Trustee shall provide to the Collateral Agent).
Upon receipt of such confirmation, the Trustee shall instruct the Custodian to
decrease the principal amount of a Global Note held by the Custodian in an
amount equal to the Increased Principal Amount by an endorsement made by the
Custodian on such Global Note to reflect such decrease.

            Section 5.

            5.1 In connection with the Notes (and for the avoidance of doubt,
not in connection with any other series of notes issued under the Indenture,
unless set forth by the supplemental indenture related thereto), Section 9.1 of
the Indenture is hereby amended by deleting such section in its entirety and
replacing it with the following:

            "LIMITATIONS ON MERGERS, CONSOLIDATIONS AND SALES OF ASSETS. The
      Issuer will not consolidate or merge with or into, or sell, lease, convey
      or otherwise dispose of all or substantially all of its assets (including,
      without limitation, by way of liquidation or dissolution), in any one
      transaction or in a series of related transactions, to any other
      corporation (in each case other than in a transaction in which the Issuer
      is the survivor of a consolidation or merger, or the transferee in a sale,
      lease, conveyance or other disposition) unless:

            (i) the entity formed by or surviving such consolidation or merger
      (if other than the Issuer), or to which such sale, lease, conveyance or
      other disposition will be made (collectively, the "Successor"), is a
      corporation, limited liability company or other legal entity organized and
      existing under the laws of the United States or any state thereof

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      or the District of Columbia, and the Successor expressly assumes by
      supplemental indenture in a form reasonably satisfactory to the Trustee
      all of the obligations of the Issuer under the Notes and the Indenture,
      and

            (ii) immediately after giving effect to such transaction or series
      of related transactions, no Default or Event of Default has occurred and
      is continuing.

      The foregoing provisions shall not apply to the disposition by the Issuer
of any or all of the assets that are identified in the Issuer's March 31, 2001
financial statements as discontinued operations or assets held for sale or the
disposition of Electric Lightwave, Inc."

            5.2 In addition to the covenants set forth in Article Three of the
Indenture, the following additional covenant will apply to the Issuer in
connection with the Notes.

            LIMITATIONS ON RESTRICTED PAYMENTS. The Issuer will not directly or
      indirectly, make any Restricted Payment unless no Default or Event of
      Default shall have occurred and be continuing at the time of or
      immediately after giving effect to such Restricted Payment.

      The foregoing provisions shall not prohibit:

            (i) the declaration of a dividend in connection with the
      implementation of a stockholders' rights plan or the redemption or
      repurchase of any such rights pursuant thereto;

            (ii) a reclassification of Capital Stock or exchange or conversion
      of one class or series of the Issuer's Capital Stock for another class or
      series of the Issuer's Capital Stock;

            (iii) the purchase of fractional interests in shares of the Issuer's
      Capital Stock pursuant to the conversion or exchange provisions of such
      Capital Stock or the security being converted or exchanged; and

            (iv) the declaration of dividends or distributions in the Issuer's
      Capital Stock.

            Section 6.

            6.1 If a Tax Event occurs and is continuing, the Company may, at its
option and upon not less than 30 nor more than 60 days' notice to the Holders of
the Notes, redeem the Notes in whole (but not in part) within 90 days following
the occurrence of such Tax Event, at a price equal to, for each Note, the
Redemption Amount, plus accrued and unpaid interest thereon to the date of
redemption (the "Tax Event Redemption Date") or such earlier time as the Company
determines, provided that the Company shall have deposited with the Trustee an
amount sufficient to pay the aggregate Redemption Price by 10:00 a.m. on the Tax
Event Redemption Date.

            6.2 If a Tax Event occurs prior to the Warrant Settlement Date, the
redemption price payable in liquidation to the Equity Unit holders' interests in
the Notes will be distributed to the Securities Intermediary, which in turn will
apply an amount equal to the redemption

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amount of such redemption price to purchase the Treasury Portfolio on behalf of
the holders of the Equity Units and to remit the remaining portion, if any, of
such redemption price to the Warrant Agent for payment to the holders of the
Equity Units. Thereafter, the applicable ownership interest of the Treasury
Portfolio (clause (A)) will be substituted for the Notes and will be pledged to
the collateral agent to secure the Equity Unit holders' obligations to purchase
the Issuers common stock under the related warrant.

            6.3 If a Tax Event occurs after the Warrant Settlement Date, the
Treasury Portfolio will not be purchased and the proceeds will be distributed to
the Warrant Agent for payment to the holders of Equity Units. Regardless of
whether before the Warrant Settlement Date, if a tax event redemption occurs,
holders of Notes that no longer constitute components of the Equity Units will
directly receive proceeds from the redemption of the Notes.

            6.4 Except as provided in this Section 6.1, the Company will have no
right to redeem the Notes.

            6.5 The Notes will not be subject to a sinking fund provision.

            Section 7. agreed tax treatment

            7.1 Each Note issued hereunder shall provide that each of the
Company and, by its acceptance of a Note or a beneficial interest therein, the
Holder of, and any Person that acquires a beneficial interest in, such Note (i)
intends that such Note constitutes indebtedness and agrees to a treat such Note
as indebtedness for United States federal, local, income and franchise and state
tax purposes, (ii) agrees to treat such Note as indebtedness subject to Treas.
Reg. Section 1.1275-4 (the "Contingent Debt Regulations") and to be bound by the
Company's determination of the "comparable yield" and "projected payment
schedule", within the meaning of the Contingent Debt Regulations, with respect
to such Note. For purposes of the foregoing, the Company's determination of the
"comparable yield" is 7.63% per annum, compounded quarterly and the Company's
determination of the "projected payment schedule" is $0.28 for the period ending
on August 17, 2001, $0.42 for each quarter ending on or prior to the date that
is three Business Days following a Successful Initial Remarketing, $0.56 for
each quarter ending after such date and prior to the maturity date and $25.56 on
the maturity date. A holder may also obtain the comparable yield and projected
payment schedule by submitting a written request for it to the Company at the
following address: 3 High Ridge Park, Stamford, CT 06905.

            Section 8. REMARKETING8.1 INITIAL REMARKETING PROCEDURES

            (a) The Company shall request, (i) in the case of the first Initial
Remarketing on the third Business Day immediately preceding May 17, 2004 and the
Final Remarketing, not later than 7 nor more than 15 days prior to the Reset
Announcement Date, and (ii) in the case of any Additional Remarketing, as soon
as practical after the Depositary has been notified of such Additional
Remarketing by the Remarketing Agent, that the Depositary notify the Holders of
the Notes of the Reset Announcement Date. The Remarketing Agent shall request
(i) in the case of the first Initial Remarketing on the third Business Day
immediately preceding May 17, 2004 and the Final Remarketing, request, not later
than 15 nor more than 30 calendar days prior to any such remarketing date, and
(ii) in the case of any Additional Remarketing as soon as practical after the
Depositary has been notified of such Additional Remarketing by the Depositor,
that the Depositary notify the Holders of the Notes of such Remarketing.

<PAGE>
                                                                              11


            (b) Under Section 5.02 of the Warrant Agreement, Notes that
constitute components of Equity Units will be remarketed as provided therein and
in this Section 8. Instead of participating in the first Initial Remarketing,
Holders of Notes can deliver the Treasury Portfolio to the Remarketing Agent or
its designated entity prior to or on the fifth Business Day preceding August 17,
2004. Instead of participating in an Additional Remarketing, Holders of Notes
can notify the Warrant Agent on or prior to the fifth Business Day immediately
preceding August 17, 2004, of their intention to deliver the Treasury Portfolio
to the Remarketing Agent or its designated entity prior to the fourth Business
Day preceding August 17, 2004. Not later than 5:00 P.M., New York City time, on
the second Business Day immediately preceding any such Initial Remarketing Date,
but no earlier than the interest payment date immediately preceding such
Remarketing Date, each Holder of Notes not constituting components of Equity
Units may elect to have the Notes held by such Holder remarketed. Holders of
Notes that are not components of Equity Units shall give notice of their
election to have such Notes remarketed to the Custodial Agent pursuant to the
Pledge Agreement. Any such notice shall be irrevocable after 5:00 p.m., New York
City time, on the Business Day immediately preceding any Initial Remarketing
Date and may not be conditioned upon the level at which the Reset Rate is
established. Pursuant to Section 5.02 of the Warrant Agreement, upon written
request by the Company made two Business Days prior thereto, the Warrant Agent
shall notify, by 11:00 a.m., New York City time, on the Business Day immediately
preceding any Initial Remarketing Date, the Remarketing Agent and the Company,
as the case may be, of the aggregate principal amount of Notes (that are
components of Equity Units) to be remarketed. Pursuant to Section 5.6(c) of the
Pledge Agreement, the Custodial Agent shall notify the Remarketing Agent and the
Depositor of the aggregate principal amount of Notes (that are not components of
Equity Units) to be remarketed. The Notes constituting components of the Equity
Units shall be deemed tendered, notwithstanding any failure by the holder of
such Equity Units to deliver or properly deliver such Notes to the Remarketing
Agent for purchase.

            (c) The right of each Holder to have Notes tendered for purchase
shall be limited to the extent that: (i) the Remarketing Agent conducts an
Initial Remarketing pursuant to the terms of the Remarketing Agreement and
Warrant Agreement, (ii) Notes tendered have not been called for redemption,
(iii) the Remarketing Agent is able to find a purchaser or purchasers for
tendered Notes at a price per Note such that the aggregate price for the
Applicable Principal Amount of Notes is not less than 100% of the Treasury
Portfolio Purchase Price and (iv) such purchaser or purchasers deliver the
purchase price therefore to the Remarketing Agent as and when required. The
Holders of Notes that are remarketed in a Successful Initial Remarketing shall
be deemed to have agreed that the remarketing fee specified in Section 5.03(b)
of the Warrant Agreement shall be deducted from the proceeds of the remarketing.

            (d) On the Initial Remarketing Date, pursuant to the terms of the
Remarketing Agreement, the Remarketing Agent shall use reasonable efforts to
remarket, at a price per Note such that the aggregate price for the Applicable
Principal Amount of Notes is equal to approximately 100.25% of the Treasury
Portfolio Purchase Price.

            (e) If there are no Equity Units outstanding and none of the Holders
elect to have Notes held by them remarketed, the Reset Rate shall be the rate
determined by the Reset Agent subject to the terms of the Remarketing Agreement,
as the rate that would have been established had a remarketing been held on the
Initial Remarketing Date.

<PAGE>
                                                                              12


            (f) 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, the Reset Agent, subject to the terms of
the Remarketing Agreement, shall determine the Reset Rate.

            (g) 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 Agreement, the Remarketing Agent shall so advise by telephone the
Company, the Collateral Agent and the Warrant Agent.

            (h) 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,
the Remarketing Agent and the Reset Agent shall, pursuant to the terms of the
Remarketing Agreement 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.

            (i) In accordance with the Depositary's normal procedures, on the
Reset Effective Date, the transactions described above with respect to each Note
tendered for purchase and sold in the Initial Remarketing shall be executed
through the Depositary, and the accounts of the respective Participants shall be
debited and credited and such Notes delivered by book-entry as necessary to
effect purchases and sales of such Notes. The Depositary shall make payment in
accordance with its normal procedures.

            (j) If any Holder selling Notes in the Initial Remarketing fails to
deliver such Notes, the Depositary Participant of such selling Holder and of any
other Person that was to have purchased Notes in the Initial Remarketing may
deliver to any such other Person an aggregate principal amount of Notes that is
less than the aggregate principal amount of Notes that otherwise was to be
purchased by such Person. In such event, the aggregate principal amount of Notes
to be so delivered shall be determined by such Participant, and delivery of such
lesser number of Notes shall constitute good delivery.

            (k) The Remarketing Agent is not obligated to purchase any Notes in
the Initial Remarketing or otherwise. None of the Trustee, the Depositary or the
Remarketing Agent shall be obligated in any case to provide funds to make
payment upon tender of the Notes for remarketing.

            (l) The tender and settlement procedures set forth in this Section
8.1, including provisions for payment by purchasers of Notes in the Initial
Remarketing, shall be subject to modification, notwithstanding any provision to
the contrary set forth herein, to the extent required by the Depositary or if
the book-entry system is no longer available for the Notes at the time of the
Initial Remarketing or if any Notes are then held in certificated form, to
facilitate the tendering and remarketing of Notes in certificated form. In
addition, the Remarketing Agent may, notwithstanding any provision to the
contrary set forth herein, modify the settlement procedures set forth herein in
order to facilitate the settlement process.

<PAGE>
                                                                              13


            (m) Anything herein to the contrary notwithstanding, 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, if any, permitted by applicable law and, as
provided in the Remarketing Agreement, 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.

            8.2 FINAL REMARKETING PROCEDURES.

            (a) If no Successful Initial Remarketing has occurred, then, not
later than 5:00 p.m., New York City time, on the second Business Day immediately
preceding the Final Remarketing Date, but no earlier than the Interest Payment
Date immediately preceding August 17, 2004, the Notes will be Remarketed, except
for Notes of Holders who have notified the Warrant Agent prior to the fifth
Business Day preceding August 17, 2004 of their intention to make Cash
Settlement of their related Purchase Contracts. Under Section 5.03 of the
Warrant Agreement, Holders of Equity Units that do not give notice of their
intention to make Cash Settlement of their related Purchase Contracts shall be
deemed to have consented to the disposition of the Notes constituting a
component of such Equity Units. Holders of Notes that are not components of
Equity Units shall give notice of their election to have such Notes remarketed
pursuant to the Pledge Agreement. Any such notice shall be irrevocable after
5:00 p.m., New York City time, on the second Business Day immediately preceding
the Final Remarketing Date and may not be conditioned upon the level at which
the Reset Rate is established. Pursuant to Section 5.03 of the Warrant
Agreement, and, in order to facilitate the remarketing, upon written request by
the Company made two Business Days prior thereto, the Warrant Agent shall
notify, by 11:00 a.m., New York City time, on the Business Day immediately
preceding the Final Remarketing Date, the Remarketing Agent, the Collateral
Agent, the Indenture Trustee and the Company of the aggregate principal amount
of Notes (that are components of Equity Units) to be remarketed. Pursuant to
Section 5.6(c) of the Pledge Agreement, the Custodial Agent shall notify the
Remarketing Agent of the aggregate principal amount of Notes (that are not
components of Equity Units) to be remarketed.

            (b) If any Holder of Equity Units does not give notice of its
intention to make a Cash Settlement or gives a notice of election to tender
Notes as described in Section 8.2(a), the Notes of such Holder shall be deemed
tendered, notwithstanding any failure by such Holder to deliver or properly
deliver such Notes to the Remarketing Agent for purchase.

            (c) The right of each Holder to have Notes tendered for purchase
shall be limited to the extent that: (i) the Remarketing Agent conducts a Final
Remarketing pursuant to the terms of the Remarketing Agreement and the Warrant
Agreement, (ii) Notes tendered have not been called for redemption, (iii) the
Remarketing Agent is able to find a purchaser or purchasers for tendered Notes
at a price of not less than 100% of the principal amount thereof and (iv) such
purchaser or purchasers deliver the purchase amount therefore to the Remarketing
Agent as and when required. The Holders of Notes that are remarketed in a
Successful Final Remarketing agree that the remarketing fee set forth in 5.03(b)
of the Warrant Agreement shall be deducted from the proceeds of the remarketing.

            (d) If no Successful Initial Remarketing has occurred, on the Final
Remarketing Date, the Remarketing Agent shall use reasonable efforts to
remarket, at a price equal to

<PAGE>
                                                                              14


approximately 100.25% of the aggregate principal amount thereof, Notes tendered
or deemed tendered for purchase.

            (e) If there are no Equity Units outstanding, none of the Holders
elect or are deemed to have elected to have Notes held by them remarketed, the
Reset Rate shall be the rate determined by the Reset Agent, subject to the terms
of the Remarketing Agreement, as the rate that would have been established had a
remarketing been held on the Final Remarketing Date.

            (f) On the Final Remarketing Date, the Reset Agent shall, pursuant
to the terms of the Remarketing Agreement, determine the Reset Rate.

            (g) If by 4:00 p.m., New York City time, on the Final Remarketing
Date, a Failed Final Remarketing has occurred, the Remarketing Agent shall,
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.

            (h) By approximately 4:30 p.m., New York City time, on the Final
Remarketing Date, the Remarketing Agent and the Reset Agent shall, pursuant to
the terms of the Remarketing Agreement, 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.

            (i) In accordance with the Depositary's normal procedures, on the
Reset Effective Date, the transactions described above with respect to each Note
tendered for purchase and sold in the Final Remarketing shall be executed
through the Depositary, and the accounts of the respective Depositary
Participants shall be debited and credited and such Notes delivered by
book-entry as necessary to effect purchases and sales of such Notes. The
Depositary shall make payment in accordance with its normal procedures.

            (j) If any Holder selling Notes in the Final Remarketing fails to
deliver such Notes, the Depository Participant of such selling Holder and of any
other Person that was to have purchased Notes in the Final Remarketing may
deliver to any such other Person an aggregate principal amount of Notes that is
less than the aggregate principal amount of Notes that otherwise was to be
purchased by such Person. In such event, the aggregate principal amount of Notes
to be so delivered shall be determined by such Depository Participant, and
delivery of such lesser aggregate principal amount of Notes shall constitute
good delivery.

            (k) The Remarketing Agent is not obligated to purchase any Notes in
the Final Remarketing or otherwise. None of the Trustee, or the Remarketing
Agent shall be obligated in any case to provide funds to make payment upon
tender of Notes for remarketing.

            (l) The tender and settlement procedures set forth in this Section
8.2, including provisions for payment by purchasers of Notes in the Final
Remarketing, shall be subject to

<PAGE>
                                                                              15


modification, notwithstanding any provision to the contrary set forth herein, to
the extent required by the Depository or if the book-entry system is no longer
available for the Notes at the time of the Final Remarketing or if any Notes are
then held in certificated form, to facilitate the tendering and remarketing of
Notes in certificated form. In addition, the Remarketing Agent may,
notwithstanding any provision to the contrary set forth herein, modify the
settlement procedures set forth herein in order to facilitate the settlement
process.

            (m) Anything herein to the contrary notwithstanding, 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, if any, permitted by applicable law and, as
provided in the Remarketing Agreement, 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.

            Section 9. MISCELLANEOUS.

            9.1 RATIFICATION OF INDENTURE. The Indenture, as supplemented by
Supplemental Indenture, is in all respects ratified and confirmed, and this
Supplemental Indenture shall be deemed a part of the Indenture in the manner and
to the extent herein and therein provided.

            9.2 GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE AND EACH NOTE SHALL
BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF NEW YORK AND FOR ALL
PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH
STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS.

            9.3 COUNTERPARTS. This Supplemental Indenture may be executed in
several counterparts, each of which shall be an original, and all collectively
but one instrument.

            9.4 THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
are made solely by the Issuer.


<PAGE>
                                                                              16




IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture
to be executed as of the date first above written.

                                    CITIZENS COMMUNICATIONS COMPANY, as
                                      Issuer

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

                                    THE CHASE MANHATTAN BANK, as Trustee

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