Exhibit 10.24






                           STOCK REDEMPTION AGREEMENT

                          dated as of November 10, 2005

                                      among

                     CITIZENS UTILITIES RURAL COMPANY, INC.

                                       and

                            THE RURAL TELEPHONE BANK




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               STOCK  REDEMPTION  AGREEMENT  (this  "Agreement,")  dated  as  of
          November 10, 2005, is between the RURAL  TELEPHONE BANK (the "Bank") a
          corporation  existing  under the laws of the United States of America,
          acting through the Chairman of the Bank and CITIZENS  UTILITIES  RURAL
          COMPANY, INC. (the "Holder,") a corporation existing under the laws of
          the State of Delaware.

     WHEREAS,  the Board of Directors of the Bank has authorized the liquidation
and  dissolution  of the Bank and approved a plan of liquidation in a Resolution
adopted at its board meeting held on August 4, 2005;

     WHEREAS, the Bank and the United States of America  ("Government,")  acting
through the Rural Utilities  Service  ("RUS,") have entered into a Loan Transfer
Agreement,  dated as of August 4, 2005,  pursuant to which the Bank has conveyed
to  RUS  the  Bank's   liquidating   account  loan  portfolio  as  part  of  the
consideration  for RUS' agreement to return all of its Class A Stock to the Bank
for redemption and cancellation;

     WHEREAS, upon transfer to the Government,  no further advances will be made
on the Liquidating Account Loans, as hereinafter defined;

     WHEREAS, pursuant to Section 411 of the Act (defined herein), the Bank will
pay all of its  liabilities  and will  redeem and cancel all of its  outstanding
Class A Stock;

     WHEREAS,  the  Bank has  converted  the  paper  stock  certificates  of its
outstanding shares of Class B Stock and Class C Stock to electronic "book-entry"
certificates and has canceled its printed stock certificates;

     WHEREAS, pursuant to the Board of Directors' plan of liquidation,  the Bank
is required to redeem all of its outstanding Class B Stock and Class C Stock;

     WHEREAS,  pursuant  to Sections  2.2 and 2.4 of the Bylaws of the Bank,  as
amended, the Holder is the owner of certain shares of Class B Stock and/or Class
C Stock of the Bank; and

     WHEREAS,  the Holder has  heretofore  adopted,  executed,  and returned the
Redemption  Resolution (defined herein),  authorizing the undersigned to execute
and deliver this Agreement to the Bank on behalf of the Holder;

     THEREFORE,  in  consideration  of the mutual promises and covenants  herein
contained, the parties agree and bind themselves as follows:

                                    ARTICLE I
                                   DEFINITIONS

     "Act" means Title IV of the Rural Electrification Act of 1936, 7 U.S.C. ss.
941 et seq., as amended.

     "Agreement" means this Stock Redemption  Agreement between the Bank and the
Holder.


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     "Class A Stock" means all of the shares of Class A Stock of the Bank issued
and outstanding pursuant to Section 406(c) of the Act.

     "Class B Stock" means all of the shares of Class B Stock of the Bank issued
and outstanding pursuant to Section 406(d) of the Act.

     "Class C Stock" means all of the shares of Class C Stock of the Bank issued
and outstanding pursuant to Section 406(e) of the Act.

     "Financing Account Loan(s)" mean all loans of the Holder owed to or held by
the Bank on or after October 1, 1991.

     "Liquidating  Account" means the Rural Telephone Bank Liquidating  Account,
as identified by Treasury account code 12-4231-0-3-452.

     "Liquidating  Account Loan(s)" mean all loans of the Holder owed to or held
by the Bank before October 1, 1991, as listed on Schedule I.

     "Loan Transfer  Agreement" means the Loan Transfer  Agreement,  dated as of
August 4, 2005,  between  the  United  States of  America,  acting  through  the
Administrator of RUS, successor to the Rural Electrification Administration, and
the Bank.

     "Redemption  Resolution" means that certain  resolution passed by the board
of  directors  or  other  governing  body of the  Holder  which  authorizes  the
execution  and delivery of this  Agreement by the  undersigned  on behalf of the
Holder.

                                   ARTICLE II
                  REPRESENTATIONS AND WARRANTIES OF THE HOLDER

     Section  2.1  Representations  and  Warranties.   The  Holder  does  hereby
represent and warrant as follows:

     (a)  The Holder is the lawful  owner of Class B Stock  and/or Class C Stock
          of the Bank in the amounts listed on Schedule II hereto.

     (b)  All of the information on Schedule II hereto is true and correct.

     (c)  The  undersigned  signatory  for the Holder is duly  authorized by the
          Holder to execute and deliver  this  Agreement on behalf of the Holder
          and to bind the Holder hereunder.

     (d)  The  Redemption  Resolution  has been  duly  adopted  by the  board of
          directors  or other  governing  body of the Holder and is currently in
          full force and effect and has not been repealed,  modified, or amended
          by the Holder.


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                                   ARTICLE III
                  REDEMPTION OF CLASS B STOCK AND CLASS C STOCK

     Section 3.1 Delivery of Shares. The Holder hereby delivers all of its Class
B Stock and/or Class C Stock of the Bank, in the amount(s) specified on Schedule
II hereto, for redemption and cancellation.

     Section  3.2  Redemption  of Class B Stock.  From funds in the  Liquidating
Account,  the Bank shall redeem at par all of the Holder's Class B Stock, in the
amount specified in Schedule II hereto,  pursuant to the terms of Section 411 of
the Act and Section 2.2 of the Bylaws and shall cancel such Class B Stock.

     Section 3.3 Redemption of Class C Stock. Pursuant to Section 411 of the Act
and Section 2.2 of the Bylaws,  after payment of all of the Bank's  liabilities,
redemption of all outstanding  Class A Stock,  redemption of outstanding Class B
Stock  and  monetary  set  aside for any  unredeemed  Class B Stock,  all of the
Holder's  Class C Stock  shall  be  redeemed  from  the  remaining  funds in the
Liquidating Account as follows:

     (a)  If the funds  remaining in the  Liquidating  Account are sufficient to
          redeem all  outstanding  Class C Stock at par, the Class C Stock shall
          be redeemed at par, as specified in Schedule II hereto; or

     (b)  If the funds remaining in the Liquidating  Account are insufficient to
          redeem all  outstanding  Class C Stock at par, the Class C Stock shall
          be redeemed, as determined by the following formula:

   (Cash Remainder in Liquidating Account x Holder's number of Class C Stock)
                    Total outstanding number of Class C Stock

The Bank shall thereafter cancel such Class C Stock.

     Section 3.4 Payment.  All amounts to be paid to the Holder of Class B Stock
and Class C Stock shall be paid as follows:

     (a)  Via wire transfer to the banking  institution and account specified by
          the Holder on Schedule II hereto;

     (b)  No payments shall be made hereunder until one hundred and twenty (120)
          days from the date hereof;  the Bank shall use reasonable best efforts
          to make payments on properly documented and undisputed claims received
          by such date within sixty (60) days thereafter; and

     (c)  Notwithstanding Paragraph 3.4(b), the Holder shall have no claim, with
          respect to the  redemption of Class B or C Stock,  to any amount other
          than that  provided in Sections  3.2 and 3.3 hereof,  and shall not be
          entitled to any interest or claims for payment delays.


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     Section 3.5 Release of Claims.  By  executing  this  Agreement,  the Holder
hereby  acknowledges and agrees that the redemption and cancellation by the Bank
of the Class B Stock and Class C Stock  held by the  Holder as  contemplated  by
this Agreement constitutes the full and complete satisfaction by the Bank of all
of its obligations  with respect to the redemption,  payment and cancellation of
the Class B Stock and Class C Stock owned by the Holder.

                                   ARTICLE IV
                               NO FURTHER ADVANCES

     Section 4.1 Liquidating  Account.  The Holder  acknowledges and agrees that
the Government,  upon  acquisition of the Bank's loan  portfolio,  shall make no
further  advances  on  the  Liquidating  Account  Loan(s)  and  that  unadvanced
Liquidating Account Loan funds are hereby rescinded.

     Section 4.2 Unadvanced  Financing  Account Loan Funds for Stock  Purchases.
The Holder  acknowledges  and agrees that the  Government,  upon  liquidation or
dissolution  of the Bank,  shall make no further  advances on the portion of the
Financing Account Loan(s) for purchases of Class B Stock and that such funds may
be rescinded at the discretion of the Government.

                                    ARTICLE V
                                  MISCELLANEOUS

     Section 5.1 Entire  Agreement.  This Agreement,  together with the attached
documents,  which are incorporated herein,  embodies the entire agreement of the
parties hereto in relation to the subject matter herein and supersedes all prior
understandings or agreements, oral or written, between the parties.

     Section 5.2  Headings.  The  headings  and  subheadings  contained  in this
Agreement, except the terms identified for definition in Article I and elsewhere
in this Agreement,  are inserted for  convenience  only and shall not affect the
meaning or interpretation of this Agreement or any provision hereof.

     Section 5.3  Counterparts.  This Agreement may be executed in any number of
counterparts,  each of which when so executed  shall be deemed to be an original
and all of  which  when  taken  together  shall  constitute  one  and  the  same
Agreement.

     Section 5.4 Governing  Law. THIS  AGREEMENT AND THE RIGHTS AND  OBLIGATIONS
HEREUNDER  SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE FEDERAL LAW
OF THE UNITED STATES OF AMERICA,  AND IN THE ABSENCE OF CONTROLLING FEDERAL LAW,
IN ACCORDANCE WITH THE LAWS OF THE DISTRICT OF COLUMBIA.

     Section 5.5 Successors. All terms and conditions of this Agreement shall be
binding on the  successors  and  assigns of the Bank and the  Holder.  Except as


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otherwise specifically provided in this Agreement, nothing expressed or referred
to in this  Agreement is intended or shall be construed to give any person other
than the Bank or the Holder, any legal or equitable right, remedy or claim under
or with respect to this Agreement or any provisions  contained  herein, it being
the intention of the parties hereto that this  Agreement,  the  obligations  and
statements  of  responsibilities   hereunder,   and  all  other  conditions  and
provisions  hereof  are for the sole and  exclusive  benefit of the Bank and the
Holder.

     Section 5.6 Modification;  Assignment.  No amendment or other modification,
or assignment of any part of this Agreement  shall be effective  except pursuant
to a written agreement subscribed by the duly authorized  representatives of the
parties hereto.

     Section 5.7 Remedies. The Bank may pursue all rights and remedies available
to the Bank in connection with this Agreement,  including, but not limited to, a
suit for specific  performance,  injunctive relief or damages in connection with
any fraud, misrepresentation,  misstatement made by the Holder in this Agreement
(including Schedule II hereto).

     Section 5.8 Notice.  All notices and other  communications  hereunder to be
made to the parties  shall be in writing  and shall be  addressed  as  specified
below as appropriate.  The address,  telephone  number,  or facsimile number for
either  party may be  changed  at any time and from  time to time  upon  written
notice given by such  changing  party to the other party.  A properly  addressed
notice or other communication shall be deemed to have been delivered at the time
it is sent by facsimile (fax)  transmission,  provided that the original of such
faxed notice or other  communication  shall have been  received  within five (5)
business days.

                  The Bank
                  United States Department of Agriculture
                  1400 Independence Avenue, S.W.
                  Washington, D.C. 20250-1500
                  Attention: Governor
                  Fax: (202) 720-0810

                  The Holder
                  As listed on Schedule II

     Section 5.9  Severability.  If any provision of this  Agreement is declared
invalid or  unenforceable,  then, to the extent  possible,  all of the remaining
provisions of this Agreement  shall remain in full force and effect and shall be
binding upon the parties hereto.



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     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed as of the day and year first above written.



                               CITIZENS UTILITIES RURAL COMPANY, INC.



                               By: /s/ Donald B. Armour
                                   ----------------------
                               Name:   Donald B. Armour
                               Title:  VP & Treasurer




                               RURAL TELEPHONE BANK



                               By: /s/ Thomas C. Dorr
                                  ---------------------------------------
                                  as Chairman of the Rural Telephone Bank



                                       7

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                                                                Schedule 1



                     RURAL TELEPHONE BANK STOCK LIQUIDATION
            PROCEEDS TO CITIZENS COMMUNICATIONS COMPANY SUBSIDIARIES

                                                            Total RTB
LEGAL ENTITY OF RECORD                                       Proceeds
-----------------------------------------------------------------------

Frontier Communications of Ausable Valley, Inc.           $ 3,008,208
Frontier Communications of Canton, LLC                        560,871
Frontier Communications of Oswayo River LLC                   156,030
Frontier Communications of Alabama, LLC                     1,295,536
Frontier Communications of Illinois, Inc.                     936,412
Frontier Communications of Lakeside, Inc.                       1,000
Frontier Communications - Prairie, Inc.                         1,000
Frontier Communications of Thorntown, Inc.                    107,000
Frontier Communications of Mondovi LLC                        363,976
Frontier Communications of Viroqua LLC                         58,000
Frontier Communications of Lamar County, LLC                   83,904
Frontier Communications - Midland, Inc.                     1,005,315
Frontier Communications of Seneca-Gorham, Inc.              1,731,138
Frontier Communications- St. Croix LLC                      1,943,360
Frontier Communications of Breezewood, LLC                    878,221
Frontier Communications of Fairmont, LLC                      493,623
Frontier Communications of Mississippi, Inc.                  642,677
Frontier Communications of Michigan, Inc.                   1,742,267
Frontier Communications of The South, LLC                   8,562,528
Citizens Telecommunications Company of West Virginia        2,949,360
Rhinelander Telephone LLC                                     402,062
Rhinelander Telephone LLC                                   2,772,267
Rhinelander Telephone LLC                                     572,214
Frontier Communications of Pennsylvania, LLC                1,467,000
Citizens Utilities Rural Company, Inc.                     31,880,076
Ogden Telephone Company                                     1,004,728

                                                          $64,618,773