<PAGE>

                                                                     EXHIBIT 4.3











                                WARRANT AGREEMENT


                         dated as of [________ __, ____]


                                     between


                         CITIZENS COMMUNICATIONS COMPANY


                                       and


                    [NAME OF WARRANT AGENT], AS WARRANT AGENT


                              Warrants to Purchase
                          [TITLE OF WARRANT SECURITIES]




<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               PAGE


<S>             <C>                                                                                             <C>
ARTICLE I        ISSUANCE OF WARRANTS AND FORM,
                 EXECUTION, DELIVERY AND REGISTRATION
                 OF WARRANT CERTIFICATES..........................................................................2

   Section 1.1   Issuance of Warrants.............................................................................2
   Section 1.2   Form, Execution and Delivery of Warrant Certificates.............................................2
   Section 1.3   Transfer of Warrants.............................................................................4
   Section 1.4   Lost, Stolen, Mutilated or Destroyed Warrant Certificates........................................6
   Section 1.5   Cancellation of Warrant Certificates.............................................................6
   Section 1.6   Treatment of Holders.............................................................................6

ARTICLE II    EXERCISE PRICE, DURATION AND EXERCISE OF WARRANTS...................................................7

   Section 2.1   Exercise Price. .................................................................................7
   Section 2.2   Duration of Warrants.............................................................................7
   Section 2.3   Exercise of Warrants.............................................................................7
   Section 2.4   Cancellation....................................................................................10

ARTICLE III      OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS
                 [IF WARRANTS ARE TO BE ISSUED
                 IN BOOK-ENTRY FORM: AND BENEFICIAL OWNERS]
                  OF WARRANTS....................................................................................10

   Section 3.1   No Rights as Holders of Warrant Securities Conferred by Warrants or Warrant
                    Warrant Certificates.........................................................................10
   Section 3.2   Holder [If Warrants are to be issued in Book-Entry form: and Beneficial
                    Owner] of Warrant May Enforce Rights.........................................................10

ARTICLE IV       CONCERNING THE WARRANT AGENT....................................................................11

   Section 4.1   Warrant Agent...................................................................................11
   Section 4.2   Limitations on Warrant Agent's Obligations......................................................11
   Section 4.3   Compliance With Applicable Laws.................................................................12
   Section 4.4   Resignation and Appointment of Successor........................................................13

ARTICLE V        MISCELLANEOUS...................................................................................14

   Section 5.1   Amendments......................................................................................14
   Section 5.2   Merger, Consolidation, Sale, Lease, Transfer or Conveyance......................................15
   Section 5.3   Notices and Demands to the Company and Warrant Agent............................................16
   Section 5.4   Addresses.......................................................................................16
</TABLE>


                                       i

<PAGE>

                                TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                               PAGE


<S>             <C>                                                                                             <C>
   Section 5.5    Governing Law..................................................................................16
   Section 5.6    Delivery of Prospectus.........................................................................16
   Section 5.7    Obtaining of Governmental Approvals............................................................16
   Section 5.8    Payment of Taxes...............................................................................17
   Section 5.9    Benefits of Warrant Agreement..................................................................17
   Section 5.10   Headings.......................................................................................17
   Section 5.11   Severability...................................................................................17
   Section 5.12   Counterparts...................................................................................17
   Section 5.13   Inspection of Agreement........................................................................17
</TABLE>






                                       ii

<PAGE>

                                WARRANT AGREEMENT

      WARRANT AGREEMENT, dated as of [________ __, ____] (as modified, amended
or supplemented, this "Agreement"), between CITIZENS COMMUNICATIONS COMPANY, a
Delaware corporation (the "Company") and [NAME OF WARRANT AGENT], a
[____________], as Warrant Agent (the "Warrant Agent").

                              W I T N E S S E T H:

      [If offer consists of Debt Securities with Warrants AND/OR Warrants to
Purchase Debt Securities: WHEREAS, the Company has entered into an Indenture
(the "[Senior] [Subordinated] Indenture"), dated as of [____________], between
the Company and [NAME OF TRUSTEE] as trustee (the "[Senior] [Subordinated]
Trustee"), providing for the issuance from time to time of its unsecured
[senior] [subordinated] [convertible] debentures, notes or other evidences of
indebtedness (the "[Senior] [Subordinated] Debt Securities"), to be issued in
one or more series as provided in the [Senior] [Subordinated] Indenture [if
Warrant Securities are not under same Indenture as Debt Securities to which they
are attached: and an Indenture (the "[Senior] [Subordinated] Indenture," the
Senior and Subordinated Indentures being referred to collectively as the
"Indentures") dated as of _______________ between the Company and
______________, as trustee (the "[Senior] [Subordinated] Trustee," (the Senior
and Subordinated Trustees being referred to collectively as the "Trustees"),
providing for the issuance from time to time of its [senior] [subordinated]
debentures, notes or other evidences of indebtedness (the "[Senior]
[Subordinated] Debt Securities," the Senior and Subordinated Debt Securities
being referred to collectively as the "Debt Securities"), to be issued in one or
more series as provided in the [Senior] [Subordinated] Indenture]; and]

      [If Securities and Warrants are to be offered together: WHEREAS, the
Company proposes to sell [title of Securities being offered] (the "Offered
Securities") together with warrants (each, a "Warrant") representing the right
to purchase [title of Securities purchasable upon exercise of Warrants] [If
Warrants for Depositary Shares are to be offered: , each representing a [1/__th]
interest in a share of [title of securities represented by Depositary Shares]]
(the "Warrant Securities" [If Warrants for Depositary Shares are to be offered:
, which term shall also refer, as appropriate, to such [title of securities
represented by Depositary Shares]), such warrant certificates and other warrant
certificates issued pursuant to this Agreement being herein called the "Warrant
Certificates"; and]

      [If offer consists of Warrants alone: WHEREAS, the Company proposes to
sell warrant certificates evidencing one or more warrants (each, a "Warrant")
representing the right to purchase [title of Securities purchasable upon
exercise of Warrants] [If Warrants for Depositary Shares are to be offered: ,
each representing a [1/__th] interest in a share of [title of securities
represented by the Depositary Shares]] (the "Warrant Securities" [If Warrants
for Depositary Shares are to be offered: , which term shall also refer, as
appropriate, to such [title of securities represented by the Depositary
Shares]), such warrant certificates and other warrant certificates issued
pursuant to this Agreement being herein called the "Warrant Certificates"; and]


<PAGE>

      WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing so to act, in connection with the
issuance, transfer, exchange, exercise and cancellation of the Warrants, and the
Company wishes to set forth in this Agreement, among other things, the
provisions of the Warrants, the form of the Warrant Certificates evidencing the
Warrants and the terms and conditions upon which the Warrants may be issued,
transferred, exchanged, exercised and canceled;

      NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:

                                   ARTICLE I
             ISSUANCE OF WARRANTS AND FORM, EXECUTION, DELIVERY AND
                      REGISTRATION OF WARRANT CERTIFICATES

      SECTION 1.1 ISSUANCE OF WARRANTS. Each Warrant shall represent the right,
subject to the provisions contained herein and therein, to purchase [________]
Warrant Securities [in the aggregate principal amount of $_____] at the Exercise
Price set forth in Section 2.1. [If Securities and Warrants are to be offered
together: Warrants shall be issued in units with the Offered Securities [If
Warrants are not immediately detachable: and shall not be separately
transferable [Unless Warrants are not detachable: before [________ __, ____]
(the "Detachment Date")]].] [If Warrants are to be offered separately: Warrants
shall be issued as a separate security and shall be transferable from and after
the date of issuance.] [If Warrants are to be offered in Book-Entry form: [All]
[A portion] of the Warrants shall initially be represented by one or more global
certificates (each, a "Global Warrant Certificate").] [If Securities and
Warrants are to be offered together and in definitive form: Each Warrant
Certificate included in such a unit shall evidence [_______] Warrants for each
[$_____ principal amount of] [_______] Offered Securities included in such
unit.] [If Warrants are to be offered separately and in definitive form: Each
Warrant Certificate shall evidence [_______] Warrants.]

      SECTION 1.2 FORM, EXECUTION AND DELIVERY OF WARRANT CERTIFICATES.

            (a) One or more Warrant Certificates evidencing Warrants to purchase
      not more than [____] [$_______ in aggregate principal amount of] Warrant
      Securities (except as provided in Sections 1.3, 1.4 and 2.3(e)) may be
      executed by the Company and delivered to the Warrant Agent upon the
      execution of this Warrant Agreement or from time to time thereafter [,
      including upon the Detachment Date].

            (b) Each Warrant Certificate, whenever issued, shall be in
      registered form substantially in the form set forth in Exhibit A hereto,
      with such appropriate insertions, omissions, substitutions and other
      variations as are required or permitted by this Agreement. [If Warrants
      are issued in Book-Entry form: Each Global Warrant Certificate shall bear
      such legend or legends as may be required by the Depositary in order for
      it to accept the Warrants for its book-entry settlement system.] Each
      Warrant Certificate shall be printed, lithographed,



                                       2
<PAGE>

      typewritten, mimeographed or engraved on steel engraved borders or
      otherwise reproduced in any other manner as may be approved by the
      officers executing the same (such execution to be conclusive evidence of
      such approval) and may have such letters, numbers or other marks of
      identification or designation and such legends or endorsements printed,
      lithographed or engraved thereon as the officers of the Company executing
      the same may approve (such execution to be conclusive evidence of such
      approval) and as are not inconsistent with the provisions of this
      Agreement, or as may be required to comply with any law or with any rule
      or regulation made pursuant thereto, or with any regulation of any stock
      exchange on which the Warrants [If Securities and Warrants are to be
      offered together: , the Offered Securities] or the Warrant Securities may
      be listed, or to conform to usage. Each Warrant Certificate shall be
      signed on behalf of the Company by its Chairman of the Board, any Vice
      Chairman of the Board or any President. The signature of any such officer
      on any Warrant Certificate may be manual or facsimile. Each Warrant
      Certificate, when so signed on behalf of the Company, shall be delivered
      to the Warrant Agent together with an order for the countersignature and
      delivery of such Warrants.

            (c) The Warrant Agent shall, upon receipt of any Warrant Certificate
      duly executed on behalf of the Company, countersign such Warrant
      Certificate and deliver such Warrant Certificate to or upon the order of
      the Company. Each Warrant Certificate shall be dated the date of its
      countersignature.

            (d) No Warrant Certificate shall be entitled to any benefit under
      this Agreement or be valid or obligatory for any purpose, and no Warrant
      evidenced thereby may be exercised, unless such Warrant Certificate has
      been countersigned by the manual signature of the Warrant Agent. Such
      signature by the Warrant Agent upon any Warrant Certificate executed by
      the Company shall be conclusive evidence that such Warrant Certificate has
      been duly issued under the terms of this Agreement.

            (e) If any officer of the Company who has signed any Warrant
      Certificate either manually or by facsimile signature shall cease to be
      such officer before such Warrant Certificate shall have been countersigned
      and delivered by the Warrant Agent, such Warrant Certificate nevertheless
      may be countersigned and delivered as though the person who signed such
      Warrant Certificate had not ceased to be such officer of the Company; and
      any Warrant Certificate may be signed on behalf of the Company by such
      persons as, at the actual date of the execution of such Warrant
      Certificate, shall be the proper officers of the Company as specified in
      this Section 1.2, regardless of whether at the date of the execution of
      this Agreement any such person was such officer.

            (f) The Holders shall [If Warrants are to be issued in Book-Entry
      form: , except as stated below with respect to Warrants evidenced by a
      Global Warrant Certificate,] be entitled to receive Warrants in physical,
      certificated form. [If Warrants are to be issued in Book-Entry form: (g) A
      Global Warrant Certificate may be exchanged for a new Global Warrant
      Certificate, or



                                       3
<PAGE>

      one or more new Global Warrant Certificates may be issued, to reflect the
      issuance by the Company of additional Warrants. To effect such an
      exchange, the Company shall deliver to the Warrant Agent one or more new
      Global Warrant Certificates duly executed on behalf of the Company as
      provided in Section 1.2. The Warrant Agent shall authenticate each new
      Global Warrant Certificate as provided in Section 1.2 and shall deliver
      each new Global Warrant Certificate to the Depositary. The Warrant Agent
      shall cancel each Global Warrant Certificate delivered to it by the
      Depositary in exchange therefor, if any.]

      SECTION 1.3 TRANSFER OF WARRANTS.

            (a) [If Warrants are to be issued in Book-Entry form: (a) [All] [A
      portion] of the Warrants shall initially be represented by one or more
      Global Warrant Certificates deposited with [the Depositary Trust Company]
      (the "Depositary") and registered in the name of [Cede & Co.], a nominee
      of the Depositary. The Depositary, or such other entity as is agreed to by
      the Depositary, may hold each Global Warrant Certificate as custodian for
      Depositary. Except as provided for in Section 1.3(b) hereof, no person
      acquiring Warrants traded on any securities exchange with book-entry
      settlement through the Depositary shall receive or be entitled to receive
      physical delivery of definitive Warrant Certificates evidencing such
      Warrants. Ownership of beneficial interests in the Warrants shall be shown
      on, and the transfer of such ownership shall be effected through, records
      maintained by (i) the Depositary or its nominee for each Global Warrant
      Certificate, or (ii) institutions that have accounts with the Depositary
      (such institution, with respect to a Warrant in its account, a
      "Participant").]

            (b) [If Warrants are to be issued in Book-Entry form: (b) If the
      Depositary subsequently ceases to make its book-entry settlement system
      available for the Warrants, the Company may instruct the Warrant Agent
      regarding making other arrangements for book-entry settlement. In the
      event that the receipts are not eligible for, or it is no longer necessary
      to have the Warrants available in, book-entry form, the Warrant Agent
      shall provide written instructions to the Depositary to deliver to the
      Warrant Agent for cancellation each Global Warrant Certificate, and the
      Company shall instruct the Warrant Agent to deliver to the Depositary
      definitive Warrant Certificates in physical form evidencing such Warrants.
      Such definitive Warrant Certificates shall be in the form annexed hereto
      as Exhibit A with appropriate insertions, modifications and omissions, as
      provided above.]

            (c) [If Securities and Warrants are to be offered together: If
      Warrants are not immediately detachable: Prior to the Detachment Date,]
      Warrants may be transferred or exchanged only together with the Offered
      Security to which such Warrant is attached, and only for the purpose of
      effecting, or in conjunction with, a transfer or exchange of such Offered
      Security. Furthermore, [If Warrants are not immediately detachable: on or
      prior to the Detachment Date,] each transfer of an Offered Security on the
      register relating to



                                       4
<PAGE>

      such Offered Securities shall operate also to transfer the Warrants to
      which such Offered Security was initially attached. [If Warrants are not
      immediately detachable: From and after the Detachment Date, the above
      provisions shall be of no further force and effect.]

            (d) A Warrant Certificate may be transferred at the option of the
      Holder thereof upon surrender of such Warrant Certificate at the corporate
      trust office of the Warrant Agent, properly endorsed or accompanied by
      appropriate instruments of transfer and written instructions for transfer,
      all in form satisfactory to the Company and the Warrant Agent [If Warrants
      are to be issued in Book-Entry form: ; provided, however, that except as
      otherwise provided herein or in any Global Warrant Certificate, each
      Global Warrant Certificate may be transferred only in whole and only to
      the Depositary, to another nominee of the Depositary, to a successor
      depository, or to a nominee of a successor depository]. Upon any such
      registration of transfer, the Company shall execute, and the Warrant Agent
      shall countersign and deliver, as provided in Section 1.2, in the name of
      the designated transferee a new Warrant Certificate or Warrant
      Certificates of any authorized denomination evidencing in the aggregate a
      like number of unexercised Warrants.

            (e) [If Warrants are not immediately detachable: After the
      Detachment Date,] Upon surrender at the corporate office of the Warrant
      Agent, properly endorsed or accompanied by appropriate instruments of
      transfer and written instructions for such exchange, all in form
      satisfactory to the Company and the Warrant Agent, one or more Warrant
      Certificates may be exchanged for one or more Warrant Certificates in any
      other authorized denominations; provided that such new Warrant
      Certificate(s) evidence the same aggregate number of Warrants as the
      Warrant Certificate(s) so surrendered. Upon any such surrender for
      exchange, the Company shall execute, and the Warrant Agent shall
      countersign and deliver, as provided in Section 1.2, in the name of the
      Holder of such Warrant Certificates, the new Warrant Certificates.

            (f) The Warrant Agent shall keep, at its corporate trust office,
      books in which, subject to such reasonable regulations as it may
      prescribe, it shall register Warrant Certificates in accordance with
      Section 1.2 and transfers, exchanges, exercises and cancellations of
      outstanding Warrant Certificates. Whenever any Warrant Certificates are
      surrendered for transfer or exchange in accordance with this Section 1.3,
      an authorized officer of the Warrant Agent shall manually countersign and
      deliver the Warrant Certificates which the Holder making the transfer or
      exchange is entitled to receive.

            (g) No service charge shall be made for any transfer or exchange of
      Warrant Certificates, but the Company may require payment of a sum
      sufficient to cover any stamp or other tax or other governmental charge
      that may be imposed in connection with any such transfer or exchange.



                                       5
<PAGE>

      SECTION 1.4 LOST, STOLEN, MUTILATED OR DESTROYED WARRANT CERTIFICATES.
Upon receipt by the Company and the Warrant Agent of evidence satisfactory to
them of the ownership of and the loss, theft, destruction or mutilation of any
Warrant Certificate and of indemnity satisfactory to them and, in the case of
mutilation, upon surrender of such Warrant Certificate to the Warrant Agent for
cancellation, then, in the absence of notice to the Company or the Warrant Agent
that such Warrant Certificate has been acquired by a bona fide purchaser, the
Company shall execute, and an authorized officer of the Warrant Agent shall
manually countersign and deliver, in exchange for or in lieu of the lost,
stolen, destroyed or mutilated Warrant Certificate, a new Warrant Certificate of
the same tenor and for a like number of Warrants. No service charge shall be
made for any replacement of Warrant Certificates, but the Company may require
the payment of a sum sufficient to cover any stamp or other tax or other
governmental charge that may be imposed in connection with any such exchange. To
the extent permitted under applicable law, the provisions of this Section 1.4
are exclusive with respect to the replacement of mutilated, lost, stolen or
destroyed Warrant Certificates and shall preclude any and all other rights or
remedies.

      SECTION 1.5 CANCELLATION OF WARRANT CERTIFICATES. Any Warrant Certificate
surrendered to the Warrant Agent for transfer, exchange or exercise of the
Warrants evidenced thereby shall be promptly canceled by the Warrant Agent and
shall not be reissued and, except as expressly permitted by this Agreement, no
Warrant Certificate shall be issued hereunder in lieu thereof. The Warrant Agent
shall deliver to the Company from time to time or otherwise dispose of canceled
Warrant Certificates in a manner satisfactory to the Company. Any Warrant
Certificate surrendered to the Company for transfer, exchange or exercise of the
Warrants evidenced thereby shall be promptly delivered to the Warrant Agent and
such transfer, exchange or exercise shall not be effective until such Warrant
Certificate has been received by the Warrant Agent.

      SECTION 1.6 TREATMENT OF HOLDERS [If Warrants are to be issued in
Book-Entry Form and Beneficial Owners: OF WARRANT CERTIFICATES]. (a) The term
"Holder", as used herein, shall mean any person in whose name at the time any
Warrant Certificate shall be registered upon the books to be maintained by the
Warrant Agent for that purpose [If Warrants are not immediately detachable are
offered: or, prior to the Detachment Date, the person in whose name the Offered
Security to which such Warrant Certificate was initially attached is registered
upon the register relating to such Offered Securities. At all times prior to the
Detachment Date, the Company will, or will cause the registrar of the Offered
Securities to, make available to the Warrant Agent such information as to
holders of the Offered Securities as may be necessary to keep the Warrant
Agent's records current]. [If Warrants are to be issued in Book-Entry form: The
Holder of each Global Warrant Certificate shall initially be [Cede & Co.], a
nominee of the Depositary.]

            (a) [If Warrants are to be issued in Book-Entry Form: (b) The term
      "Beneficial Owner" as used herein shall mean any person in whose name
      ownership of beneficial interests in Warrants evidenced by a Global
      Warrant Certificate is recorded in the records maintained by the
      Depositary or its nominee, or by a Participant [If Securities and Warrants
      that are not immediately detachable are offered:, or, prior to the
      Detachment Date, the person in whose name the



                                       6
<PAGE>

      Offered Security to which such Warrant Certificate was initially attached
      is registered upon the register relating to such Offered Securities].]

            (b) Every Holder [If Warrants are to be issued in Book-Entry form:
      and every Beneficial Owner] consents and agrees with the Company, the
      Warrant Agent and with every subsequent Holder [If Warrants are to be
      issued in Book-Entry form: and Beneficial Owner] that until the Warrant
      Certificate is transferred on the books of the Warrant Agent, the Company
      and the Warrant Agent may treat the registered Holder of such Warrant
      Certificate as the absolute owner of the Warrants evidenced thereby for
      any purpose and as the person entitled to exercise the rights attaching to
      the Warrants evidenced thereby, any notice to the contrary
      notwithstanding.

                                   ARTICLE II
                EXERCISE PRICE, DURATION AND EXERCISE OF WARRANTS

      SECTION 2.1 EXERCISE PRICE. The exercise price of each Warrant shall be
[$________] (the "Exercise Price") [modify as appropriate to reflect terms of
offered Warrants].

      SECTION 2.2 DURATION OF WARRANTS. [Subject to the limitations set forth
herein,] Each Warrant may be exercised in whole but not in part [Unless Warrants
may be exercised on only one date:] on any Business Day (as defined below)
occurring during the period (the "Exercise Period") commencing on [its date of
issuance] [_________ __, ____] and ending at 5:00 P.M., New York time,] on
[__________ __, ____] (the "Expiration Date"). Each Warrant remaining
unexercised after 5:00 P.M., New York time, on the Expiration Date shall become
void, and all rights of the Holder under this Agreement shall cease.

      As used herein, the term "Business Day" means any day which is not a
Saturday or Sunday and is not a legal holiday or a day on which banking
institutions generally are authorized or obligated by law or regulation to close
in New York.

      SECTION 2.3 EXERCISE OF WARRANTS.

            (a) A Holder may exercise a Warrant by delivering, not later than
      5:00 P.M., New York time, on [Unless Warrants may be exercised on only one
      date: any Business Day during the Exercise Period (the "Exercise Date")]
      [If Warrants may be exercised on only one date: the Expiration Date] to
      the Warrant Agent at its corporate trust department (i) the Warrant
      Certificate evidencing the Warrants to be exercised, [If Warrants are to
      be issued in Book-Entry form: and, in the case of a Global Warrant
      Certificate, the Warrants to be exercised (the "Book-Entry Warrants") free
      on the records of the Depositary to an account of the Warrant Agent at the
      Depositary designated for such purpose in writing by the Warrant Agent to
      the Depositary from time to time,] (ii) an election to purchase the
      Warrant Securities ("Election to Purchase"), [For definitive Warrant
      Certificates: properly completed and executed by the Holder on the reverse
      of the



                                       7
<PAGE>

      Warrant Certificate] [If Warrants are to be issued in Book-Entry form: or,
      in the case of a Global Warrant Certificate, properly executed by the
      Participant and substantially in the form included on the reverse of each
      Warrant Certificate,] and (iii) the Exercise Price for each Warrant to be
      exercised in lawful money of the United States of America by certified or
      official bank check or by bank wire transfer in immediately available
      funds. If any of (a) the Warrant Certificate [If Warrants are to be issued
      in Book-Entry form: or the Book-Entry Warrants,] (b) the Election to
      Purchase, or (c) the Exercise Price therefor, is received by the Warrant
      Agent after 5:00 P.M., New York time, on [Unless Warrants may be exercised
      on only one date: the specified Exercise Date, the Warrants will be deemed
      to be received and exercised on the Business Day next succeeding the
      Exercise Date. If the date specified as the Exercise Date is not a
      Business Day, the Warrants will be deemed to be received and exercised on
      the next succeeding day which is a Business Day. If the Warrants are
      received or deemed to be received after] the Expiration Date, the exercise
      thereof will be null and void and any funds delivered to the Warrant Agent
      will be returned to the Holder [If Warrants are to be issued in Book-Entry
      form: or Participant, as the case may be,] as soon as practicable. In no
      event will interest accrue on funds deposited with the Warrant Agent in
      respect of an exercise or attempted exercise of Warrants. The validity of
      any exercise of Warrants will be determined by the Warrant Agent in its
      sole discretion and such determination will be final and binding upon the
      Holder and the Company. Neither the Company nor the Warrant Agent shall
      have any obligation to inform a Holder of the invalidity of any exercise
      of Warrants. The Warrant Agent shall deposit all funds received by it in
      payment of the Exercise Price in the account of the Company maintained
      with the Warrant Agent for such purpose and shall advise the Company by
      telephone at the end of each day on which funds for the exercise of the
      Warrants are received of the amount so deposited to its account. The
      Warrant Agent shall promptly confirm such telephonic advice to the Company
      in writing.

            (b) The Warrant Agent shall, by 11:00 A.M. on the Business Day
      following the [Unless Warrants may be exercised on only one date: Exercise
      Date of any Warrant] [If Warrants may be exercised on only one date:
      Expiration Date], advise the Company and the [Trustee under the Indenture
      applicable to] [the transfer agent and registrar in respect of] the
      Warrant Securities issuable upon such exercise as to the number of
      Warrants exercised in accordance with the terms and conditions of this
      Agreement, the instructions of each Holder [If Warrants are to be issued
      in Book-entry Form: or Participant, as the case may be,] with respect to
      delivery of the Warrant Securities issuable upon such exercise, and the
      delivery of definitive Warrant Certificates [If Warrants are to be issued
      in Book-Entry form: or one or more Global Warrant Certificates, as
      appropriate,] evidencing the balance, if any, of the Warrants remaining
      after such exercise, and such other information as the Company or such
      [Trustee] [transfer agent and registrar] shall reasonably require.

            (c) Subject to satisfaction of the conditions set forth in Sections
      2.3(a) and 2.3(b) above, the Company shall, by 5:00 P.M., New York



                                       8
<PAGE>

      time, on the third Business Day next succeeding the [Unless Warrants may
      be exercised on only one date: Exercise Date of any Warrant] [If Warrants
      may be exercised on only one date: Expiration Date], execute, issue and
      deliver to the Warrant Agent, [pursuant to the Indenture applicable to the
      Warrant Securities, the Warrant Securities, duly authenticated by the
      Trustee of such Indenture and in authorized denominations] [the Warrant
      Securities] to which such Holder is entitled, in fully registered form,
      registered in such name or names as may be directed by such Holder [If
      Warrants are to be issued in Book-Entry form: or the Participant, as the
      case may be]. Upon receipt of such Warrant Securities, the Warrant Agent
      shall, by 5:00 P.M., New York time, on the fifth Business Day next
      succeeding [Unless Warrants may be exercised on only one date: such
      Exercise Date] [If Warrants may be exercised on only one date: the
      Expiration Date], transmit such Warrant Securities, to or upon the order
      of the Holder [If Warrants are to be issued in Book-Entry form: or
      Participant, as the case may be,] together with, or preceded by the
      prospectus referred to in Section 5.6 hereof. The Company agrees that it
      will provide such information and documents to the Warrant Agent as may be
      necessary for the Warrant Agent to fulfill its obligations hereunder.

            (d) The accrual of [interest] [dividends], if any, on the Warrant
      Securities issued upon the valid exercise of any Warrant will be governed
      by the terms of the applicable [Indenture] [certificate of designations
      and the Restated Certificate of Incorporation of the Company, as in effect
      at such time (the "Certificate of Incorporation")] and such Warrant
      Securities. From and after the issuance of such Warrant Securities, the
      former Holder of the Warrants exercised will be entitled to the benefits
      of the [Indenture] [certificate of designations and the Certificate of
      Incorporation] under which such Warrant Securities are issued and such
      former Holder's right to receive payments of [principal of (and premium,
      if any) and interest, if any, on] [dividends and any other amounts payable
      in respect of] the Warrant Securities shall be governed by, and shall be
      subject to, the terms and provisions of such [Indenture] [certificate of
      designations and Certificate of Incorporation] and the Warrant Securities.

            (e) Warrants may be exercised only in whole numbers of Warrants.
      [Unless Warrants may be exercised on only one date: If fewer than all of
      the Warrants evidenced by a Warrant Certificate are exercised, a new
      Warrant Certificate for the number of Warrants remaining unexercised shall
      be executed by the Company and countersigned by the Warrant Agent as
      provided in Section 1.2 hereof, and delivered to the Holder at the address
      specified on the books of the Warrant Agent or as otherwise specified by
      such Holder.]

            (f) The Company shall not be required to pay any stamp or other tax
      or other governmental charge required to be paid in connection with any
      transfer involved in the issue of the Warrant Securities; and in the event
      that any such transfer is involved, the Company shall not be required to
      issue or deliver any Warrant Securities until such tax or other charge
      shall have been paid or it has



                                       9
<PAGE>

      been established to the Company's satisfaction that no such tax or other
      charge is due.

      SECTION 2.4 CANCELLATION. The Warrant Agent and no one else shall cancel
all Warrant Certificates surrendered for registration of transfer, exchange,
exercise, replacement or cancellation and shall destroy cancelled Warrant
Certificates (subject to the record retention requirement of the Securities
Exchange Act of 1934). Certification of the destruction of all cancelled Warrant
Certificates shall be delivered to the Company.

      [If Warrants for Common Stock are offered: Section 2.5. Adjustment Under
Certain Circumstances. The Exercise Price and the number of Warrant Securities
purchasable upon the exercise of each Warrant shall be subject to adjustment
upon the issuance of a stock dividend to the holders of the outstanding shares
of Warrant Securities or a combination, subdivision or reclassification of the
Warrant Securities; provided that no such adjustment in the number of Warrant
Securities purchasable upon exercise of the Warrants will be required until
cumulative adjustments require an adjustment of at least 1% of such number. No
fractional shares will be issued upon exercise of Warrants, but the Company will
pay the cash value of any fractional shares otherwise issuable. The adjustments
to be made under this Section 2.5 shall be determined by the Warrant Agent and
such determination shall be final and binding upon the Holders and the Company.]

                                  ARTICLE III
                 OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS
                [IF WARRANTS ARE TO BE ISSUED IN BOOK-ENTRY FORM:
                       AND BENEFICIAL OWNERS] OF WARRANTS

      SECTION 3.1 NO RIGHTS AS HOLDERS OF WARRANT SECURITIES CONFERRED BY
WARRANTS OR WARRANT CERTIFICATES. No Warrant Certificate or Warrant evidenced
thereby shall entitle the Holder thereof to any of the rights of a holder of any
Warrant Securities, including, without limitation, [the right to receive the
payments of principal of (and premium, if any) and interest, if any, on Debt
Securities purchasable upon such exercise or to enforce any of the covenants in
the Indenture] [the right to receive dividends, if any, or payments upon the
liquidation, dissolution or winding up of the Company or to exercise voting
rights, if any].

      SECTION 3.2 HOLDER [IF WARRANTS ARE TO BE ISSUED IN BOOK-ENTRY FORM: AND
BENEFICIAL OWNER] OF WARRANT MAY ENFORCE RIGHTS. Notwithstanding any of the
provisions of this Agreement, any Holder [If Warrants are to be issued in
Book-Entry form: and any Beneficial Owner] of any Warrant, without the consent
of the Warrant Agent or the Holder of any Warrant, may, on such Holder's [If
Warrants are to be issued in Book-Entry form: or Beneficial Owner's] own behalf
and for his own benefit, enforce, and may institute and maintain any suit,
action or proceeding against the Company to enforce, or otherwise in respect of,
such Holder's [If Warrants are to be issued in Book-Entry form: or Beneficial
Owner's] right to exercise the Warrants evidenced by any Warrant Certificate in
the manner provided in this Agreement and such Warrant Certificate.



                                       10
<PAGE>

                                   ARTICLE IV
                          CONCERNING THE WARRANT AGENT

      SECTION 4.1 WARRANT AGENT. The Company hereby appoints [______________] as
Warrant Agent of the Company in respect of the Warrants upon the terms and
subject to the conditions herein set forth, and [____________] hereby accepts
such appointment. The Warrant Agent shall have the powers and authority granted
to and conferred upon it hereby and such further powers and authority to act on
behalf of the Company as the Company may hereafter grant to or confer upon it.

      SECTION 4.2 LIMITATIONS ON WARRANT AGENT'S OBLIGATIONS. The Warrant Agent
accepts its obligations herein set forth upon the terms and conditions hereof,
including the following, to all of which the Company agrees and to all of which
the rights hereunder of the Holders from time to time shall be subject:

            (a) Compensation and Indemnification. The Company agrees to pay the
      Warrant Agent compensation to be agreed upon with the Company for all
      services rendered by the Warrant Agent and to reimburse the Warrant Agent
      for all reasonable out-of-pocket expenses (including reasonable counsel
      fees) incurred by the Warrant Agent in connection with the services
      rendered by it hereunder. The Company also agrees to indemnify the Warrant
      Agent for, and to hold it harmless against, any loss, liability or expense
      incurred without negligence, bad faith or breach of this Agreement on the
      part of the Warrant Agent, arising out of or in connection with its acting
      as Warrant Agent hereunder.

            (b) Agent for the Company. In acting in the capacity of Warrant
      Agent under this Agreement, the Warrant Agent is acting solely as agent of
      the Company and does not assume any obligation or relationship of agency
      or trust with any of the owners or holders of the Warrants except as
      expressly set forth herein.

            (c) Counsel. The Warrant Agent may consult with counsel satisfactory
      to it (which may be counsel to the Company), and the advice of such
      counsel shall be full and complete authorization and protection in respect
      of any action taken, suffered or omitted by it hereunder in good faith and
      in accordance with the advice of such counsel.

            (d) Documents. The Warrant Agent shall be protected and shall incur
      no liability for or in respect of any action taken or thing suffered by it
      in reliance upon any notice, direction, consent, certificate, affidavit,
      statement or other paper or document reasonably believed by it to be
      genuine and to have been presented or signed by the proper parties.

            (e) Certain Transactions. The Warrant Agent, and its officers,
      directors and employees, may become the owner of, or acquire any interest
      in, any Warrant, with the same rights that it or they would have were it
      not the Warrant



                                       11
<PAGE>

      Agent hereunder, and, to the extent permitted by applicable law, it or
      they may engage or be interested in any financial or other transaction
      with the Company and may act on, or as a depositary, trustee or agent for,
      any committee or body of holders of Warrants [If Securities and Warrants
      are being offered together:, Offered Securities] or Warrant Securities, or
      other securities or obligations of the Company as freely as if it were not
      the Warrant Agent hereunder. Nothing in this Agreement shall be deemed to
      prevent the Warrant Agent from acting as trustee under either Indenture or
      any other indenture.

            (f) No Liability for Interest. The Warrant Agent shall not be under
      any liability for interest on any monies at any time received by it
      pursuant to any of the provisions of this Agreement.

            (g) No Liability for Invalidity. The Warrant Agent shall not be
      under any responsibility with respect to the validity or sufficiency of
      this Agreement or the execution and delivery hereof (except the due
      execution and delivery hereof by the Warrant Agent) or with respect to the
      validity or execution of the Warrant Certificates (except its
      countersignature thereon).

            (h) No Responsibility for Recitals. The recitals contained herein
      and in the Warrant Certificates (except as to the Warrant Agent's
      countersignature thereon) shall be taken as the statements of the Company
      and the Warrant Agent assumes no responsibility hereby for the correctness
      of the same.

            (i) No Implied Obligations. The Warrant Agent shall be obligated to
      perform such duties as are specifically set forth herein and no implied
      duties or obligations shall be read into this Agreement against the
      Warrant Agent. The Warrant Agent shall not be under any obligation to take
      any action hereunder which may tend to involve it in any expense or
      liability, the payment of which within a reasonable time is not, in its
      opinion, assured to it. The Warrant Agent shall not be accountable or
      under any duty or responsibility for the use by the Company of any Warrant
      Certificate authenticated by the Warrant Agent and delivered by it to the
      Company pursuant to this Agreement or for the application by the Company
      of the proceeds of the issue and sale, or exercise, of the Warrants. The
      Warrant Agent shall have no duty or responsibility in case of any default
      by the Company in the performance of its covenants or agreements contained
      herein or in any Warrant Certificate or in the case of the receipt of any
      written demand from a Holder with respect to such default, including,
      without limiting the generality of the foregoing, any duty or
      responsibility to initiate or attempt to initiate any proceedings at law
      or otherwise or, except as provided in Section 5.3 hereof, to make any
      demand upon the Company.

      SECTION 4.3 COMPLIANCE WITH APPLICABLE LAWS. The Warrant Agent agrees to
comply with all applicable federal and state laws imposing obligations on it in
respect of the services rendered by it under this Agreement and in connection
with the Warrants, including (but not limited to) the provisions of United
States federal income tax laws regarding information reporting and backup
withholding. The Warrant Agent expressly assumes all liability for its



                                       12
<PAGE>

failure to comply with any such laws imposing obligations on it, including (but
not limited to) any liability for its failure to comply with any applicable
provisions of United States federal income tax laws regarding information
reporting and backup withholding.

      SECTION 4.4 RESIGNATION AND APPOINTMENT OF SUCCESSOR.

            (a) The Company agrees, for the benefit of the Holders from time to
      time, that there shall at all times be a Warrant Agent hereunder until all
      the Warrants issued hereunder have been exercised or have expired in
      accordance with their terms, which Warrant Agent shall be a bank or trust
      company organized under the laws of the United States of America or one of
      the states thereof, which is authorized under the laws of the jurisdiction
      of its organization to exercise corporate trust powers, has a combined
      capital and surplus of at least $50,000,000 and has an office or an
      agent's office in the United States of America.

            (b) The Warrant Agent may at any time resign as such agent by giving
      written notice to the Company of such intention on its part, specifying
      the date on which it desires such resignation to become effective;
      provided that such date shall not be less than three months after the date
      on which such notice is given, unless the Company agrees to accept such
      notice less than three months prior to such date of effectiveness. The
      Company may remove the Warrant Agent at any time by giving written notice
      to the Warrant Agent of such removal, specifying the date on which it
      desires such removal to become effective. Such resignation or removal
      shall take effect upon the appointment by the Company, as hereinafter
      provided, of a successor Warrant Agent (which shall be a bank or trust
      company qualified as set forth in Section 4.4(a)) and the acceptance of
      such appointment by such successor Warrant Agent. The obligation of the
      Company under Section 4.2(a) shall continue to the extent set forth
      therein notwithstanding the resignation or removal of the Warrant Agent.

            (c) If at any time the Warrant Agent shall resign, or shall cease to
      be qualified as set forth in Section 4.4(a), or shall be removed, or shall
      become incapable of acting, or shall be adjudged a bankrupt or insolvent,
      or shall file a petition seeking relief under any applicable Federal or
      State bankruptcy or insolvency law or similar law, or make an assignment
      for the benefit of its creditors or consent to the appointment of a
      receiver, conservator or custodian of all or any substantial part of its
      property, or shall admit in writing its inability to pay or to meet its
      debts as they mature, or if a receiver or custodian of it or of all or any
      substantial part of its property shall be appointed, or if an order of any
      court shall be entered for relief against it under the provisions of any
      applicable Federal or State bankruptcy or similar law, or if any public
      officer shall have taken charge or control of the Warrant Agent or of its
      property or affairs, for the purpose of rehabilitation, conservation or
      liquidation, a successor Warrant Agent, qualified as set forth in Section
      4.4(a), shall be appointed by the Company by an instrument in writing,
      filed with the successor Warrant Agent. Upon the appointment as herein
      provided of a successor Warrant Agent and acceptance by



                                       13
<PAGE>

      the latter of such appointment, the Warrant Agent so superseded shall
      cease to be Warrant Agent under this Agreement.

            (d) Any successor Warrant Agent appointed under this Agreement shall
      execute, acknowledge and deliver to its predecessor and to the Company an
      instrument accepting such appointment, and thereupon such successor
      Warrant Agent, without any further act, deed or conveyance, shall become
      vested with all the authority, rights, powers, trusts, immunities, duties
      and obligations of such predecessor with like effect as if originally
      named as Warrant Agent under this Agreement, and such predecessor, upon
      payment of its charges and disbursements then unpaid, shall thereupon
      become obligated to transfer, deliver and pay over, and such successor
      Warrant Agent shall be entitled to receive, all monies, securities and
      other property on deposit with or held by such predecessor, as Warrant
      Agent under this Agreement.

            (e) Any corporation into which the Warrant Agent may be merged or
      converted or any corporation with which the Warrant Agent may be
      consolidated, or any corporation resulting from any merger, conversion or
      consolidation to which the Warrant Agent shall be a party, or any
      corporation to which the Warrant Agent shall sell or otherwise transfer
      all or substantially all the assets and business of the Warrant Agent, in
      each case provided that it shall be qualified as set forth in Section
      4.4(a), shall be the successor Warrant Agent under this Agreement without
      the execution or filing of any paper or any further act on the part of any
      of the parties to this Agreement, including, without limitation, any
      successor to the Warrant Agent first named above.

                                   ARTICLE V
                                  MISCELLANEOUS

      SECTION 5.1 AMENDMENTS.

            (a) This Agreement and any Warrant Certificate may be amended by the
      parties hereto by executing a supplemental warrant agreement (a
      "Supplemental Agreement"), without the consent of the Holder of any
      Warrant, for the purpose of (i) curing any ambiguity, or curing,
      correcting or supplementing any defective provision contained herein, or
      making any other provisions with respect to matters or questions arising
      under this Agreement that is not inconsistent with the provisions of this
      Agreement or the Warrant Certificates, (ii) evidencing the succession of
      another corporation to the Company and the assumption by any such
      successor of the covenants of the Company contained in this Warrant
      Agreement and the Warrants, (iii) evidencing and providing for the
      acceptance of appointment by a successor Warrant Agent with respect to the
      Warrants, [If Warrants are to be issued in Book-Entry form: (iv)
      evidencing and providing for the acceptance of appointment by a successor
      Depositary with respect to each Global Warrant Certificate, (v) issuing
      definitive



                                       14
<PAGE>

      Warrant Certificates in accordance with paragraph (b) of Section 1.3,]
      (vi) adding to the covenants of the Company for the benefit of the Holders
      or surrendering any right or power conferred upon the Company under this
      Agreement, or (vii) amending this Agreement and the Warrants in any manner
      that the Company may deem to be necessary or desirable and that will not
      adversely affect the interests of the Holders in any material respect.

            (b) The Company and the Warrant Agent may amend this Agreement and
      the Warrants by executing a Supplemental Agreement with the consent of the
      Holders of not fewer than a majority of the unexercised Warrants affected
      by such amendment, for the purpose of adding any provisions to or changing
      in any manner or eliminating any of the provisions of this Agreement or of
      modifying in any manner the rights of the Holders under this Agreement;
      provided, however, that, without the consent of each Holder of Warrants
      affected thereby, no such amendment may be made that (i) changes the
      Warrants so as to reduce the [principal amount] [number] of Warrant
      Securities purchasable upon exercise of the Warrants or so as to increase
      the exercise price [If Warrants for Common Stock are offered: (other than
      as provided by Section 2.3)], (ii) shortens the period of time during
      which the Warrants may be exercised, (iii) otherwise adversely affects the
      exercise rights of the Holders in any material respect, or (iv) reduces
      the number of unexercised Warrants the consent of the Holders of which is
      required for amendment of this Agreement or the Warrants.

      SECTION 5.2 MERGER, CONSOLIDATION, SALE, LEASE, TRANSFER OR CONVEYANCE.
The Company may consolidate or merge with or into any other corporation or sell,
lease, transfer or convey all or substantially all of its property and assets to
any other corporation or person, provided that (i) either (x) the Company is the
continuing corporation or (y) the corporation (if other than the Company) that
is formed by or results from any such consolidation or merger or that receives
such assets or property is a corporation organized and existing under the laws
of the United States of America or a state thereof or the District of Columbia
and such corporation assumes the obligations of the Company with respect to the
performance and observance of all of the covenants and conditions of this
Agreement to be performed or observed by the Company and (ii) the Company or
such successor corporation, as the case may be, must not immediately be in
default under this Agreement. If at any time there shall be any consolidation or
merger or any sale, lease, transfer, conveyance or other disposition of all or
substantially all of the assets of the Company, then the Company or such
successor or assuming corporation, as the case may be, shall make appropriate
provision by amendment of this Agreement or otherwise so that the holders of the
Warrants then outstanding shall have the right at any time thereafter, upon
exercise of such Warrants, to receive the kind and amount of shares of stock and
other securities and property or assets receivable upon such consolidation or
merger or any sale, lease, transfer, conveyance or other disposition as would be
received by a holder of the number of Warrant Securities issuable upon exercise
of such Warrant immediately prior to such consolidation or merger or sale,
lease, transfer, conveyance or other disposition, and in any such event the
successor or assuming corporation shall succeed to and be substituted for the
Company, with the same effect as if it had been named herein and in the Warrant
Certificates as the Company; the Company shall thereupon be relieved of any
further obligation hereunder or under the Warrants, and, in the event of any
such sale, lease, transfer, conveyance (other than by way of lease) or



                                       15
<PAGE>

other disposition, the Company as the predecessor corporation may thereupon or
at any time thereafter be dissolved, wound up or liquidated. Such successor or
assuming corporation thereupon may cause to be signed, and may issue either in
its own name or in the name of the Company, Warrant Certificates evidencing the
Warrants not theretofore exercised, in exchange and substitution for the Warrant
Certificates theretofore issued. Such Warrant Certificates shall in all respects
have the same legal rank and benefit under this Agreement as the Warrant
Certificates evidencing the Warrants theretofore issued in accordance with the
terms of this Agreement as though such new Warrant Certificates had been issued
at the date of the execution hereof. In any case of any such merger or
consolidation or sale, lease, transfer, conveyance or other disposition of all
or substantially all of the assets of the Company, such changes in phraseology
and form (but not in substance) may be made in the new Warrant Certificates, as
may be appropriate.

      SECTION 5.3 NOTICES AND DEMANDS TO THE COMPANY AND WARRANT AGENT. If
the Warrant Agent shall receive any notice or demand addressed to the Company
by the Holder [If Warrants are to be issued in Book-Entry form: or a
Participant, as the case may be], the Warrant Agent shall promptly forward
such notice or demand to the Company.

      SECTION 5.4 ADDRESSES. Any communications from the Company to the Warrant
Agent with respect to this Agreement shall be addressed to
[____________________, Attention: ________________________], and any
communications from the Warrant Agent to the Company with respect to this
Agreement shall be addressed to Citizens Communications Company, 3 High Ridge
Park, Stamford, Connecticut 06905, Attention: Corporate Secretary (or such other
address as shall be specified in writing by the Warrant Agent or by the Company,
as the case may be). The Company or the Warrant Agent shall give notice to the
Holders of Warrants by mailing written notice by first class mail, postage
prepaid, to such Holders as their names and addresses appear in the books and
records of the Warrant Agent [or, prior to the Detachment Date, on the register
of the Offered Securities].

      SECTION 5.5 GOVERNING LAW. THIS AGREEMENT AND EACH WARRANT CERTIFICATE AND
ALL RIGHTS HEREUNDER AND THEREUNDER AND PROVISIONS HEREOF AND THEREOF SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
(WITHOUT REFERENCE TO APPLICABLE CONFLICTS OF LAW PROVISIONS).

      SECTION 5.6 DELIVERY OF PROSPECTUS. The Company shall furnish to the
Warrant Agent sufficient copies of a prospectus relating to the Warrant
Securities deliverable upon exercise of Warrants and complying in all material
respects with the Securities Act of 1933, as amended (the "Prospectus"), and the
Warrant Agent agrees that upon the exercise of any Warrant, the Warrant Agent
shall deliver a Prospectus to the Holder of such Warrant, prior to or
concurrently with the delivery of the Warrant Securities issued upon such
exercise.

      SECTION 5.7 OBTAINING OF GOVERNMENTAL APPROVALS. The Company shall from
time to time take all action which may be necessary to obtain and keep effective
any and all permits, consents and approvals of governmental agencies and
authorities and securities acts



                                       16
<PAGE>

filings under United States Federal and state laws, which the Company may deem
necessary or appropriate in connection with the issuance, sale, transfer and
delivery of the Warrants, the exercise of the Warrants, the issuance, sale,
transfer and delivery of the Warrant Securities to be issued upon exercise of
Warrants or upon the expiration of the period during which the Warrants are
exercisable.

      SECTION 5.8 PAYMENT OF TAXES. The Company will pay all stamp and other
duties, if any, to which, under the laws of the United States of America, this
Agreement or the original issuance of the Warrants may be subject.

      SECTION 5.9 BENEFITS OF WARRANT AGREEMENT. Nothing in this Agreement or
any Warrant Certificate expressed or implied and nothing that may be inferred
from any of the provisions hereof or thereof is intended, or shall be construed,
to confer upon, or give to, any person or corporation other than the Company,
the Warrant Agent and their respective successors and assigns, [If Warrants are
to be issued in Book-Entry form: the Beneficial Owners] and the Holders any
right, remedy or claim under or by reason of this Agreement or any Warrant
Certificate or of any covenant, condition, stipulation, promise or agreement
hereof or thereof; and all covenants, conditions, stipulations, promises and
agreements contained in this Agreement or any Warrant Certificate shall be for
the sole and exclusive benefit of the Company and the Warrant Agent and their
respective successors and assigns and of the [If Warrants are to be issued in
Book-Entry form: Beneficial Owners and] Holders.

      SECTION 5.10 HEADINGS. The descriptive headings of the several Articles
and Sections of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.

      SECTION 5.11 SEVERABILITY. If any provision in this Agreement or in any
Warrant Certificate shall be invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining
provisions, or of such provisions in any other jurisdiction, shall not in any
way be affected or impaired thereby.

      SECTION 5.12 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original; but
such counterparts shall together constitute but one and the same instrument.

      SECTION 5.13 INSPECTION OF AGREEMENT. A copy of this Agreement shall be
available at all reasonable times at the principal corporate trust office of the
Warrant Agent and at the office of the Company for inspection by any Holder. The
Warrant Agent may require any such Holder to submit satisfactory proof of
ownership for inspection by it.

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

                                        CITIZENS COMMUNICATIONS
                                        COMPANY


                                       17
<PAGE>

                                        By:
                                            -----------------------------------
                                               Authorized Officer

                                         [WARRANT AGENT]

                                        By:
                                            -----------------------------------
                                               Authorized Officer



                                       18
<PAGE>


                                    EXHIBIT A

                          [FORM OF WARRANT CERTIFICATE]

      [Form of legend if Securities with Warrants that are not immediately
detachable or Warrants that are not immediately exercisable are offered: [PRIOR
TO _______________,] THIS WARRANT CERTIFICATE [(i) CANNOT BE TRANSFERRED OR
EXCHANGED UNLESS ATTACHED TO A [TITLE OF OFFERED SECURITY] AND (II)] CANNOT BE
EXERCISED IN WHOLE OR IN PART.]

                EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT
                            AGENT AS PROVIDED HEREIN.

                         Warrant Certificate evidencing

                              Warrants to Purchase

                          [Title of Warrant Securities]

                              as described herein.


                         CITIZENS COMMUNICATIONS COMPANY


No. ___________                                         CUSIP No. _____________

      VOID AFTER [5:00 P.M.], NEW YORK TIME, ON [_______ __, ___]

      This certifies that [________________________] or registered assigns is
the registered holder of [Insert number initially issued] warrants to purchase
certain securities (the "Warrants"). Each Warrant entitles the holder thereof,
subject to the provisions contained herein and in the Warrant Agreement referred
to below, to purchase from Citizens Communications Company, a Delaware
corporation (the "Company"), [$_________ principal amount] [______] of the
Company's [title of Securities purchasable upon exercise of Warrants] [If
Warrants for Depositary Shares are to be offered:, each representing a [1/__th]
interest in a share of [title of securities represented by the Depositary
Shares]] (the "Warrant Securities" [If Warrants for Depositary Shares are to be
offered: , which term shall also refer, as appropriate, to such [title of
securities represented by the Depositary Shares]), [issued or to be issued under
the Indenture (as hereinafter defined)], at the Exercise Price set forth below.
The exercise price of each Warrant (the "Exercise Price") shall be [modify as
appropriate to reflect the terms of the offered Warrants].

      Subject to the terms of the Warrant Agreement, each Warrant evidenced
hereby may be exercised in whole but not in part at any time, as specified
herein, [Unless Warrants may be exercised on only one date: on any Business Day
(as defined below) occurring during the period (the "Exercise Period")
commencing on [the date of issuance thereof] [_______________ __, ____] and
ending at 5:00 P.M., New York time,] on [____________ __, ____] (the



                                       19
<PAGE>

"Expiration Date"). Each Warrant remaining unexercised after 5:00 P.M., New York
time, on the Expiration Date shall become void, and all rights of the holder of
this Warrant Certificate evidencing such Warrant shall cease.

      The holder of the Warrants represented by this Warrant Certificate may
exercise any Warrant evidenced hereby by delivering, not later than 5:00 P.M.,
New York time, on [Unless Warrants may be exercised on only one date: any
Business Day during the Exercise Period (the "Exercise Date")] [If Warrants may
be exercised on only one date: the Expiration Date] to [name of Warrant Agent]
(the "Warrant Agent", which term includes any successor warrant agent under the
Warrant Agreement described below) at its corporate trust department at
[___________________], (i) this Warrant Certificate [For Global Warrant
Certificate: and the Warrants to be exercised (the "Book-Entry Warrants") free
on the records of [The Depositary Trust Company] (the "Depositary") to an
account of the Warrant Agent at the Depositary designated for such purpose in
writing by the Warrant Agent to the Depositary], (ii) an election to purchase
("Election to Purchase"), [For definitive Warrant Certificates: properly
executed by the holder hereof on the reverse of this Warrant Certificate] [For
Global Warrant Certificates: properly executed by the institution in whose
account the Warrant is recorded on the records of the Depositary (the
"Participant"), and substantially in the form included on the reverse of hereof]
and (iii) the Exercise Price for each Warrant to be exercised in lawful money of
the United States of America by certified or official bank check or by bank wire
transfer in immediately available funds. If any of (a) this Warrant Certificate
[For Global Warrant Certificates: or the Book-Entry Warrants], (b) the Election
to Purchase, or (c) the Exercise Price therefor, is received by the Warrant
Agent after 5:00 P.M., New York time, on [Unless Warrants may be exercised on
only one date: the specified Exercise Date, the Warrants will be deemed to be
received and exercised on the Business Day next succeeding the Exercise Date. If
the date specified as the Exercise Date is not a Business Day, the Warrants will
be deemed to be received and exercised on the next succeeding day which is a
Business Day. If the Warrants to be exercised are received or deemed to be
received after] the Expiration Date, the exercise thereof will be null and void
and any funds delivered to the Warrant Agent will be returned to the holder as
soon as practicable. In no event will interest accrue on funds deposited with
the Warrant Agent in respect of an exercise or attempted exercise of Warrants.
The validity of any exercise of Warrants will be determined by the Warrant Agent
in its sole discretion and such determination will be final and binding upon the
holder of the Warrants and the Company. Neither the Warrant Agent nor the
Company shall have any obligation to inform a holder of Warrants of the
invalidity of any exercise of Warrants. As used herein, the term "Business Day"
means any day which is not a Saturday or Sunday and is not a legal holiday or a
day on which banking institutions generally are authorized or obligated by law
or regulation to close in [__________].

      Warrants may be exercised only in whole numbers of Warrants. [Unless
Warrants may be exercised on only one date: If fewer than all of the Warrants
evidenced by this Warrant Certificate are exercised, a new Warrant Certificate
for the number of Warrants remaining unexercised shall be executed by the
Company and countersigned by the Warrant Agent as provided in Section 1.2 of the
Warrant Agreement, and delivered to the holder of this Warrant Certificate at
the address specified on the books of the Warrant Agent or as otherwise
specified by such registered holder.]



                                       20
<PAGE>

      This Warrant Certificate is issued under and in accordance with the
Warrant Agreement, dated as of [___________ __, ____] (the "Warrant Agreement"),
between the Company and the Warrant Agent and is subject to the terms and
provisions contained in the Warrant Agreement, to all of which terms and
provisions the holder of this Warrant Certificate [For Global Warrant
Certificate: and the beneficial owners of the Warrants represented by this
Warrant Certificate] consent[s] by acceptance hereof. Copies of the Warrant
Agreement are on file and can be inspected at the above-mentioned office of the
Warrant Agent and at the office of the Company.

      [If the Warrant Securities are Debt Securities: The Warrant Securities to
be issued and delivered upon the exercise of the Warrants evidenced by this
Warrant Certificate will be issued under and in accordance with the Indenture,
dated as of [_________ __, ____] (the "Indenture"), between the Company and
[name of trustee], as trustee (together with any successor or successors as such
trustee, the "Trustee"), and will be subject to the terms and provisions
contained in the Warrant Securities and in the Indenture.] [If the Warrant
Securities are Preferred Stock: The Warrant Securities to be issued and
delivered upon the exercise of the Warrants evidenced by this Warrant
Certificate will be issued in accordance with the certificate of designations
and the Amended and Restated Certificate of Incorporation of the Company (the
"Certificate of Incorporation") and will be subject to the terms and provisions
contained in the certificate of designations and the Certificate of
Incorporation.] The accrual of [interest] [dividends], if any, on the Warrant
Securities issued upon the valid exercise of any Warrant will be governed by the
terms of the applicable [Indenture] [certificate of designations and the
Certificate of Incorporation] and such Warrant Securities. From and after the
issuance of such Warrant Securities, the former holder of the Warrants exercised
will be entitled to the benefits of the [Indenture] [certificate of designations
and the Certificate of Incorporation] under which such Warrant Securities are
issued and such former holder's right to receive payments of [principal of (and
premium, if any) and interest, if any, on] [dividends and any other amounts
payable in respect of] the Warrant Securities shall be governed by, and shall be
subject to, the terms and provisions of such [Indenture] [certificate of
designations and Certificate of Incorporation] and the Warrant Securities.
Copies of the [Indenture, including the form of the Warrant Securities, are on
file at the corporate trust office of the Trustee] [certificate of designations
and Certificate of Incorporation are available from the Company].

      [If the Warrant Securities are Common Stock: The Exercise Price and the
number of Warrant Securities purchasable upon the exercise of each Warrant shall
be subject to adjustment upon (i) the issuance of a stock dividend to the
holders of the outstanding shares of Warrant Securities or a combination,
subdivision or reclassification of the Warrant Securities; (ii) the issuance of
rights, warrants or options to all holders of the Warrant Securities entitling
the holders thereof to purchase Warrant Securities for an aggregate
consideration per share less than the current market price per share of the
Warrant Securities; or (iii) any distribution by the Company to the holders of
the Warrant Securities of evidences of indebtedness of the Company or of assets
(excluding cash dividends or distributions payable out of consolidated earnings
and earned surplus and dividends or distributions referred to in (i) above);
provided that no such adjustment in the number of Warrant Securities purchasable
upon exercise of the Warrants will be required until cumulative adjustments
require an adjustment of at least 1% of such number. No fractional shares will
be issued upon exercise of Warrants, but the Company will pay the cash value of
any fractional shares otherwise issuable. The adjustments to be made under this
Section



                                       21
<PAGE>

2.3 shall be determined by the Warrant Agent and such determination shall be
final and binding upon the holders of the Warrants and the Company.]

      [If Securities and Warrants are to be offered together: [If Warrants are
not immediately detachable: Prior to the Detachment Date,] The Warrants
represented by this Warrant Certificate may be exchanged or transferred only
together with the [title of Offered Security] (the "Offered Security") to which
the Warrants are attached, and only for the purpose of effecting, or in
conjunction with, an exchange or transfer of such Offered Security.
Additionally, [If Warrants are not immediately detachable: on or prior to the
Detachment Date,] each transfer of such Offered Security on the register of the
Offered Securities shall operate also to transfer the Warrants to which such
Offered Securities was initially attached. [If Warrants are not immediately
detachable: From and after the Detachment Date, the above provisions shall be of
no further force and effect.]] Upon due presentment for registration of transfer
or exchange of this Warrant Certificate at the corporate trust office of the
Warrant Agent, the Company shall execute, and the Warrant Agent shall
countersign and deliver, as provided in Section 1.2 of the Warrant Agreement, in
the name of the designated transferee one or more new Warrant Certificates of
any authorized denomination evidencing in the aggregate a like number of
unexercised Warrants, subject to the limitations provided in the Warrant
Agreement.

      Neither this Warrant Certificate nor the Warrants evidenced hereby shall
entitle the holder hereof or thereof to any of the rights of a holder of the
Warrant Securities, including, without limitation, [the right to receive the
payments of principal of (and premium, if any), and interest, if any, on Debt
Securities purchasable upon such exercise or to enforce any of the covenants in
the applicable Indenture] [the right to receive dividends, if any, or payments
upon the liquidation, dissolution or winding up of the Company or to exercise
voting rights, if any].

      The Warrant Agreement and this Warrant Certificate may be amended as
provided in the Warrant Agreement including, under certain circumstances
described therein, without the consent of the holder of this Warrant Certificate
or the Warrants evidenced thereby.

      THIS WARRANT CERTIFICATE AND ALL RIGHTS HEREUNDER AND UNDER THE WARRANT
AGREEMENT AND PROVISIONS HEREOF AND THEREOF SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO
APPLICABLE CONFLICTS OF LAW PROVISIONS).

      This Warrant Certificate shall not be entitled to any benefit under the
Warrant Agreement or be valid or obligatory for any purpose, and no Warrant
evidenced hereby may be exercised, unless this Warrant Certificate has been
countersigned by the manual signature of the Warrant Agent.



                                       22
<PAGE>


      IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

Dated as of ________ __, ____




                                  CITIZENS COMMUNICATIONS COMPANY

                                  By:
                                     --------------------------------------
                                         Authorized Officer

                                  [NAME OF WARRANT AGENT],

                                  as Warrant Agent


                                  By:
                                     --------------------------------------
                                         Authorized Officer



<PAGE>



                                    [REVERSE]

                      INSTRUCTIONS FOR EXERCISE OF WARRANT


      To exercise the Warrants evidenced hereby, the holder [For Global Warrant
Certificate: or Participant] must, by 5:00 P.M., New York time, on the specified
Exercise Date, deliver to the Warrant Agent at its corporate trust department, a
certified or official bank check or a wire transfer in immediately available
funds, in each case payable to the Warrant Agent at Account No. ____, in an
amount equal to the Exercise Price in full for the Warrants exercised. In
addition, the Warrant holder [For Global Warrant Certificates: or Participant]
must provide the information required below and deliver this Warrant Certificate
to the Warrant Agent at the address set forth below [For Global Warrant
Certificates: and the Book-Entry Warrants to the Warrant Agent in its account
with the Depositary designated for such purpose]. This Warrant Certificate and
the Election to Purchase must be received by the Warrant Agent by 5:00 P.M., New
York time, on the specified Exercise Date.

                              ELECTION TO PURCHASE
                    TO BE EXECUTED IF WARRANT HOLDER DESIRES
                    TO EXERCISE THE WARRANTS EVIDENCED HEREBY


      The undersigned hereby irrevocably elects to exercise, on [__________,
____] (the "Exercise Date"), [_____________] Warrants, evidenced by this Warrant
Certificate, to purchase, [$_____________ principal amount] [_________________]
of the [title of Securities purchasable upon exercise of Warrants] [If Warrants
for Depositary Shares are to be offered: , each representing a [1/__th] interest
in a share of [title of securities represented by the Depositary Shares]] (the
"Warrant Securities") of Citizens Communications Company, a Delaware corporation
(the "Company"), and represents that on or before the Exercise Date such holder
has tendered payment for such Warrant Securities by certified or official bank
check or bank wire transfer in immediately available funds to the order of the
Company c/o [Name and address of Warrant Agent], in the amount of
[$_____________] in accordance with the terms hereof. The undersigned requests
that said [principal amount of] [number of] Warrant Securities be in fully
registered form, in the authorized denominations, registered in such names and
delivered, all as specified in accordance with the instructions set forth below.



<PAGE>


      [Unless Warrants may be exercised on only one date: If said [principal
amount] [number] of Warrant Securities is less than all of the Warrant
Securities purchasable hereunder, the undersigned requests that a new Warrant
Certificate evidencing the remaining balance of the Warrants evidenced hereby be
issued and delivered to the holder of the Warrant Certificate unless otherwise
specified in the instructions below.]


Dated:  ______________ __, ____


                        Name
                                 ----------------------------------------------
                                 (Please Print)

                        / / / /- / / /- / / / / /

                        (Insert Social Security or Other Identifying Number

                        of Holder)
                                   --------------------------------------------


                        Address
                                 ----------------------------------------------

                        -------------------------------------------------------

                        -------------------------------------------------------
                        Signature
                                  ---------------------------------------------



      This Warrant may only be exercised by presentation to the Warrant Agent at
one of the following locations:

         By hand at

         By mail at


      The method of delivery of this Warrant Certificate is at the option and
risk of the exercising holder and the delivery of this Warrant Certificate will
be deemed to be made only when actually received by the Warrant Agent. If
delivery is by mail, registered mail with return receipt requested, properly
insured, is recommended. In all cases, sufficient time should be allowed to
assure timely delivery.

      (Instructions as to form and delivery of Warrant Securities and/or Warrant
Certificates)




<PAGE>

      Name in which Warrant Securities are to be registered if other than in the
name of the registered holder of this Warrant Certificate:

      Address to which Warrant Securities are to be mailed if other than to the
address of the registered holder of this Warrant Certificate as shown on the
books of the Warrant Agent:

                                  --------------------------------------------
                                  (Street Address)


                                  --------------------------------------------
                                  (City and State)                  (Zip Code)

      [Except for Global Warrant Certificate: Name in which Warrant Certificate
evidencing unexercised Warrants, if any, are to be registered if other than in
the name of the registered holder of this Warrant Certificate:


--------------------------------------------


      Address to which certificate representing unexercised Warrants, if any,
are to be mailed if other than to the address of the registered holder of this
Warrant Certificate as shown on the books of the Warrant Agent:


                                  --------------------------------------------
                                  (Street Address)


                                  --------------------------------------------
                                  (City and State)                  (Zip Code)


Dated:
      ------------------


                                  --------------------------------------------
                                  Signature



                                       26
<PAGE>


      ([Except for Global Warrant Certificate: Signature must conform in all
respects to the name of the holder as specified on the face of this Warrant
Certificate.] If Warrant Securities, or a Warrant Certificate evidencing
unexercised Warrants, are to be issued in a name other than that of the
registered holder hereof or are to be delivered to an address other than the
address of such holder as shown on the books of the Warrant Agent, the above
signature must be guaranteed by a member firm of a registered national stock
exchange, a member of the National Association of Securities Dealers, Inc., a
participant in the Security Transfer Agents Medallion Program or the Stock
Exchange Medallion Program, or by a commercial bank or trust company having an
office or correspondent in the United States.)


                                SIGNATURE GUARANTEE


                                Name of Firm
                                             ----------------------------------


                                Address
                                        ---------------------------------------


                                Area Code and Number
                                                     --------------------------


                                Authorized Signature
                                                     --------------------------

                                Name
                                     ------------------------------------------

                                Title
                                     ------------------------------------------

Dated:
       -------------------------





<PAGE>

                                   ASSIGNMENT

              (FORM OF ASSIGNMENT TO BE EXECUTED IF WARRANT HOLDER
                 DESIRES TO TRANSFER WARRANTS EVIDENCED HEREBY)
               FOR VALUE RECEIVED _________________ HEREBY SELLS,
                ASSIGNS AND TRANSFERS UNTO ______________________


(Please print name and address)
                                                      -------------------------
                                                      -------------------------
                                                      -------------------------
                                                      -------------------------
                                                      -------------------------

(Please insert social security or other identifying number)
                                                            -------------------


      The rights represented by the within Warrant Certificate and does hereby
irrevocably constitute and appoint ____________ Attorney, to transfer said
Warrant Certificate on the books of the Warrant Agent with full power of
substitution in the premises.

Dated:
       -------------------------------------


                                              ---------------------------------
                                              Signature

(Signature must conform in all respects to the name of the holder as specified
on the face of this Warrant Certificate and must bear a signature guarantee by a
member firm of a registered national securities exchange, a member of the
National Association of Securities Dealers, Inc., a participant in the Security
Transfer Agents Medallion Program or the Stock Exchange Medallion Program, or by
a commercial bank or trust company having an office or correspondent in the
United States)



                                  SIGNATURE GUARANTEE


                                  Name of Firm
                                               --------------------------------


                                  Address
                                          -------------------------------------


                                  Area Code and Number
                                                       ------------------------



                                       28
<PAGE>

                                  Authorized Signature
                                                       ------------------------

                                  Name
                                       ----------------------------------------

                                  Title
                                       ----------------------------------------

Dated:
       --------------------------




                                       29