EXHIBIT 10.1


                    COMMONWEALTH TELEPHONE ENTERPRISES, INC.,



              COMMONWEALTH TELEPHONE ENTERPRISES OF DELAWARE, INC.


                       FRONTIER COMMUNICATIONS CORPORATION
               (formerly known as Citizens Communications Company)

                                       AND


                           THE BANK OF NEW YORK MELLON
                                   as Trustee

                        _________________________________
                          Second Supplemental Indenture

                          Dated as of September 2, 2008
                        _________________________________


                        3 1/4% Convertible Notes due 2023




<PAGE>
     SECOND  SUPPLEMENTAL  INDENTURE  dated as of September 2, 2008 (the "Second
Supplemental  Indenture")  among  COMMONWEALTH  TELEPHONE  ENTERPRISES,  INC., a
Pennsylvania corporation (the "Company"),  COMMONWEALTH TELEPHONE ENTERPRISES OF
DELAWARE,  INC.,  a Delaware  corporation  ("Commonwealth  Delaware"),  FRONTIER
COMMUNICATIONS  CORPORATION (formerly known as Citizens Communications Company),
a  Delaware  corporation  ("Frontier"  or in  its  capacity  as  guarantor,  the
"Guarantor"),  and THE BANK OF NEW YORK MELLON, a New York banking  corporation,
as Trustee (the "Trustee").

                             RECITALS OF THE COMPANY

     WHEREAS, the Company and the Trustee have heretofore executed and delivered
the Indenture dated as of July 18, 2003 (the "Base  Indenture")  relating to the
Company's 3 1/4% Convertible Notes due 2023 (collectively,  the "Notes"),  which
Base Indenture was amended and supplemented by the First Supplemental  Indenture
dated as of March 8, 2007  heretofore  executed  and  delivered  by the Company,
Frontier and the Trustee (together with the Base Indenture, the "Indenture").

     WHEREAS,  the  Company has entered  into the  Agreement  and Plan of Merger
dated as of September 2, 2008 (the "Merger  Agreement")  between the Company and
Commonwealth  Delaware,  a  newly-formed  wholly owned  subsidiary  of Frontier,
pursuant to which the Company will be merged with and into Commonwealth Delaware
(the "Merger"), whereupon the separate existence of the Company shall cease, and
Commonwealth  Delaware shall be the surviving corporation and will continue as a
wholly-owned subsidiary of Frontier;

     WHEREAS,  Section  12.01 of the  Indenture  provides that the Company shall
only  consolidate or merge with or into any other Person or Persons  (whether or
not affiliated with the Company) upon certain terms and upon the satisfaction of
certain conditions specified therein;

     WHEREAS,  Section  11.01(c) of the  Indenture  provides  that,  without the
consent  of  the  holders  of any  Notes,  the  Company,  when  authorized  by a
resolution of the Board of Directors, and the Trustee, at any time and from time
to time, may enter into a  supplemental  indenture to evidence the succession of
another Person to the Company,  and the  assumption by such successor  Person of
the  covenants,  agreements  and  obligations  of the  Company in the  Indenture
pursuant to Article 12 thereof;

     WHEREAS,  pursuant to Section 12.03 and Section 11.05 of the Indenture, the
Trustee  has been  provided  with an  Officers'  Certificate  and an  Opinion of
Counsel as conclusive  evidence that the Merger  complies with the provisions of
Article 12 of the Indenture and that this Second Supplemental Indenture complies
with the  requirements  of Article 11 of the  Indenture  and is permitted by the
Indenture; and

         WHEREAS, all things necessary to make this Second Supplemental
Indenture a valid and legally binding agreement of the Company, Frontier,
Commonwealth Delaware and the Trustee, and a valid and legally binding
supplement to the Indenture, have been done.

     NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH:
<PAGE>

     For and in  consideration  of the  premises,  the parties  hereby  mutually
agree, for the equal and proportionate benefit of all Noteholders, as follows:

                                   ARTICLE I
                           AUTHORIZATION; DEFINITIONS

     Section  1.01  Second  Supplemental  Indenture.  This  Second  Supplemental
Indenture is  supplemental  to, and is entered into in  accordance  with Section
11.01(c) of the Indenture,  and except as modified,  amended and supplemented by
this Second Supplemental  Indenture,  the provisions of the Indenture are in all
respects ratified and confirmed and shall remain in full force and effect.

     Section  1.02  Capitalized  Terms.  Capitalized  terms used  herein but not
defined shall have the meanings assigned to them in the Indenture.

                                   ARTICLE II
                           ASSUMPTION; EFFECTIVENESS;
                     CONVERSION TO LIMITED LIABILITY COMPANY

     Section 2.01  Assumption of Covenants and  Conditions.  In accordance  with
Section 12.01(ii) of the Indenture,  Commonwealth  Delaware hereby assumes, from
and after the  consummation of the Merger,  the due and punctual  payment of the
principal and of Interest on all of the Notes,  according to their tenor and the
due and punctual  performance and observance of all the covenants and conditions
of the Indenture to be performed by the Company.

     Section 2.02 Effectiveness. This Second Supplemental Indenture shall become
effective on the date and at the time the Merger  becomes  effective.  Upon such
effectiveness,  all  references in the  Indenture to the  "Company"  shall be to
Commonwealth  Telephone  Enterprises  of  Delaware,  Inc.  except  as  otherwise
provided in Section 2.03.

     Section 2.03  Conversion to Limited  Liability  Company.  Subsequent to the
effectiveness of this Second Supplemental  Indenture, at such date and time that
Commonwealth Telephone Enterprises of Delaware,  Inc. converts under Section 266
of the Delaware General  Corporation Law into a limited liability company and is
renamed  Commonwealth  Telephone  Enterprises,   LLC  (the  "Conversion"),   all
references in the Indenture to the "Company" shall be to Commonwealth  Telephone
Enterprises,  LLC.  The  Company  shall  promptly  notify  the  Trustee  of  the
effectiveness of the Conversion and no further  supplemental  indenture shall be
entered into or required with respect to the Conversion.

                                   ARTICLE III
                                  MISCELLANEOUS

     Section 3.01 Recitals.  The recitals contained herein shall be taken as the
statements of the Company and the Trustee  assumes no  responsibility  for their
correctness.   The  Trustee  make  no  representation  as  to  the  validity  or
sufficiency  of this  Second  Supplemental  Indenture  except  that the  Trustee
represents  that it is duly  authorized  to  execute  and  deliver  this  Second
Supplemental Indenture and perform its obligations hereunder.

     Section 3.02 Conflict  with Trust  Indenture  Act. If any provision  hereof
limits, qualifies or conflicts with a provisions of the Trust Indenture Act that
is required  under such Act to be a part of and govern this Second  Supplemental
Indenture,  the Trust  Indenture  Act shall  control.  If any  provision of this
Second  Supplemental  Indenture  modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the Trust Indenture Act shall
be deemed to apply to this Second Supplemental Indenture as so modified or to be
excluded, as the case may be.

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<PAGE>

     Section  3.03  Effect of  Headings.  The  Section  headings  herein are for
convenience only and shall not affect the construction hereof.

     Section 3.04  Successors and Assigns.  All covenants and agreements in this
Second  Supplemental  Indenture by the Company and  Commonwealth  Delaware shall
upon effectiveness bind Commonwealth  Delaware and the successors and assigns of
Commonwealth Delaware, whether so expressed or not.

     Section 3.05  Separability  Clause.  In case any  provisions in this Second
Supplemental Indenture shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining  provisions shall not in any way be
affected or impaired thereby.

     Section 3.06  Benefits of Second  Supplemental  Indenture.  Nothing in this
Second Supplemental Indenture or in the Notes, express or implied, shall give to
any  Person,  other  than the  parties  hereto and their  respective  successors
hereunder  and the  Noteholders,  any benefit or any legal or  equitable  right,
remedy or claim under this Second Supplemental Indenture.

     Section 3.07 Concerning the Trustee. The Trustee accepts the Indenture,  as
supplemented by this Second  Supplemental  Indenture,  and agrees to perform the
same upon the terms and conditions set forth therein as so supplemented.

     Section 3.08 Concerning the Guarantor. The Guarantor accepts the Indenture,
as supplemented by this Second Supplemental Indenture, and agrees to perform the
same upon the terms and conditions set forth therein as so supplemented.

     Section 3.09 Governing  Law. This Second  Supplemental  Indenture  shall be
governed by and construed in accordance with the laws of the State of New York.

     Section 3.10 Execution of Counterparts.  This Second Supplemental Indenture
may be  executed  in any  number  of  counterparts,  each of  which  shall be an
original,  but such counterparts shall together  constitute but one and the same
instrument.

                            (signature page follows)


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<PAGE>


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

                            COMMONWEALTH TELEPHONE
                            ENTERPRISES, INC.



                            By:  /s/ DAVID R. WHITEHOUSE
                                 ------------------------
                                 Name:  David R. Whitehouse
                                 Title:  Vice President and Treasurer


                            COMMONWEALTH TELEPHONE
                            ENTERPRISES OF DELAWARE, INC.



                            By:  /s/ DAVID R. WHITEHOUSE
                                 ------------------------
                                 Name:  David R. Whitehouse
                                 Title:  Vice President and Treasurer


                            FRONTIER COMMUNICATIONS
                            CORPORATION



                            By: /s/ DAVID R. WHITEHOUSE
                                -------------------------
                                Name:  David R. Whitehouse
                                Title:  Senior Vice President and Treasurer


                            THE BANK OF NEW YORK MELLON,
                            as Trustee



                            By:  /s/ MARY MISELIS
                                 ----------------------
                                 Name: Mary Miselis
                                 Title:   Vice President



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