Exhibit 10.3

                            INCENTIVE AWARD AGREEMENT

     THIS  AGREEMENT  is entered  into as of the 11th day of March,  2004 by and
between Citizens Communications Company, a Delaware corporation (the "Company"),
and Scott N. Schneider ( the "Executive").

     WHEREAS,  the  Executive  is  currently  employed  by  the  Company  as its
President and Chief Operating Officer; and

     WHEREAS, the Board (as defined in Section 1(a)), upon the recommendation of
the  Compensation  Committee of the Board, has determined that it is in the best
interest of the Company and its stockholders to secure the Executive's continued
services and to ensure the Executive's  continued  dedication and objectivity in
the event of any  occurrence  of, or negotiation or other action that could lead
to, a Transaction  (as defined in Section 1(j)),  without  concern as to whether
the  Executive  might be hindered or distracted  by personal  uncertainties  and
risks created by any such possible Transaction, and to encourage the Executive's
full  attention and  dedication  to the Company,  the Board has  authorized  the
Company to enter into this Agreement.

     NOW,  THEREFORE,  for and in  consideration  of the premises and the mutual
covenants and agreements herein contained,  the Company and the Executive hereby
agree as follows:

     1.   Definitions. As used in this Agreement, the following terms shall have
the respective meanings set forth below:

          (a) "Board" means the Board of Directors of the Company.

          (b) "Cause" means the Executive's  willful  or gross  misconduct  with
respect to the Company. Cause shall not exist  unless and until the Company  has
delivered to the Executive a copy of a resolution duly adopted by three-quarters
(3/4) of the Board at a meeting of the Board called and  held for  such  purpose
(after 30 days'  prior  written  notice  to the  Executive  and  an  opportunity
for  the  Executive,  together with his counsel, to  be heard before the Board),
finding that in the good  faith  opinion of  the  Board that the  Executive  was
guilty of the conduct  described in the  preceding  sentence and specifying  the
particulars thereof in detail.

          (c) "Date of Termination" means (i) the  effective date  on  which the
Executive's employment by the  Company terminates as  specified  in a Notice  of
Termination by the  Company or the  Executive, as the  case may  be, (ii) if the
Executive's employment by the Company terminates by reason of death, the date of
death of the Executive, or (iii) if the  Executive's employment  by the  Company
terminates by reason of Disability, or (iv) August 30, 2004. Notwithstanding the
previous sentence, if the Executive's employment  is  terminated by the  Company
other than for Cause or by  reason of Disability, then such Date of  Termination
shall be no earlier than thirty (30) days  following the date on  which a Notice
of Termination is received.



<PAGE>

          (d) "Disability" means the Executive's  absence from  his duties  with
the Company on a full-time basis extending until at  least August 30, 2004, as a
result of the Executive's incapacity due to mental or physical illness.

          (e) "Effective Date" means the first day on which this Agreement is no
longer subject to revocation pursuant to Section 17.

          (f) "Good  Reason"  means,  without  the  Executive's express  written
consent, the occurrence of any of the following events:

              (1) a  material  adverse  change  in  the   Executive's  reporting
responsibilities, titles, or offices  with  the Company as in  effect as of  the
Effective Date;

              (2) any removal or involuntary  termination of  employment of  the
Executive by the Company otherwise than as expressly permitted by this Agreement
(including any purported  termination of  employment, other  than by  reason  of
death or Disability, which is not effected by a Notice of Termination);

              (3) a reduction by the Company in the Executive's  current rate of
annual base salary or target bonus; or

              (4) any requirement of the  Company  that the  Executive  be based
more than 50 miles from Stamford, Connecticut.

     For purposes of this Agreement,  an action taken in good faith and which is
remedied by the  Company  within ten (10) days after  receipt of written  notice
thereof given by the Executive shall not constitute Good Reason.

          (g) "Nonqualifying Termination" means a termination of the Executive's
employment (i) by the Company for Cause, (ii) by the  Executive  for  any reason
other than Good  Reason;  provided, however, that a  Nonqualifying  Termination
shall not include a termination of the Executive's employment by reason of death
or Disability or the Executive's voluntary termination following the  earlier of
(x) the occurrence of a Triggering Event and (y) August 30, 2004.

          (h) "Notice of Termination" means notice of the Date of Termination as
described in Section 14(b).

          (i) "Qualifying Termination" means a  termination  of the  Executive's
employment other than a Nonqualifying Termination.

          (j) "Transaction" means, whether in one or a series  of  transactions,
(i) any merger,  consolidation,  joint  venture  or  other business  combination
pursuant to which the business of the Company is combined with that of any other
person (any  such person,  together  with its  subsidiaries  and  affiliates,  a
"Purchaser"); (ii) the acquisition by a Purchaser, directly or indirectly, of  a
majority of the capital stock or of the assets, properties and/or businesses  of
the Company, by way of a direct or indirect purchase, lease, license,  exchange,
joint venture or  other means;  or (iii) any  material  recapitalization of  the
Company, including by way of  any material spin-off, split-off or other material
extraordinary dividend of cash, securities  or other  assets  of the  Company to
stockholders of the  Company  (including  any  repurchase  by the  Company of  a
material amount of its securities) involving the Company.

                                      -2-
<PAGE>

          (k) "Triggering  Event"  means (x)  a  public  announcement  that  the
Company has entered into a Transaction, or (y) a  decision by the Company not to
pursue any potential  Transaction  after  completing  its  review  of  strategic
alternatives.

     2. Term of Agreement.  This Agreement  shall commence on the Effective Date
and shall  continue  in effect  until the  earlier  of (i) the  occurrence  of a
Triggering Event and (ii) August 30, 2004.  Notwithstanding  the foregoing,  the
obligations  of the Company under this  Agreement,  and the  obligations  of the
Executive under Section 6, shall survive until such obligations  shall have been
performed in full, and the  obligations of the Executive  under Sections 7 and 8
shall survive for the periods set forth in those Sections.

     3.  Incentive  Award.  The Company shall pay the Executive a cash incentive
award in one or more installments as follows:

         (a) $2,500,000 shall be payable on the Effective Date.

         (b) In the event that no Triggering Event occurs before  June 30, 2004,
an additional $1,000,000 shall be payable on  June 30, 2004, provided  that  the
Executive is actively employed on such date.

         (c) In the event that no  Triggering  Event  occurs  before  August 30,
2004, an additional $1,000,000 shall  be payable  on  August 30, 2004,  provided
that the Executive is actively employed on such date.

         (d) In the event that a Triggering Event occurs before August 30, 2004,
the Executive shall be paid within five days from the  date of  such  Triggering
Event the difference between (i) $4,500,000 and (ii) the aggregate amount of any
incentive award installments previously paid to the Executive  pursuant to  this
Section 3, provided that the Executive is actively employed on the date  of such
Triggering Event.

         (e) In the  event  that  the  Executive's  employment  terminates  in a
Qualifying Termination before August 30, 2004, the Executive or his  beneficiary
or estate shall be paid  within  five  days from the  Date  of  Termination  the
difference, if any, between (i) $4,500,000 and (ii) the aggregate amount  of any
incentive award installments previously paid to the  Executive pursuant to  this
Section 3.

         (f) For purposes of this Section 3, the Executive  shall be  considered
to be  actively employed on a date if the  effective time of his  termination of
employment occurs after the commencement of business on that date.

                                      -3-
<PAGE>

     4. Payments Upon Termination of Employment.

        (a) In the  event  that  the  Executive's  employment  terminates  in  a
Qualifying  Termination,  the  Company  shall  pay  to  the  Executive  (or  the
Executive's beneficiary or estate) within five (5)  days  following the  Date of
Termination, as compensation for services  rendered  to the  Company a  lump-sum
cash amount equal to the sum of (i) the Executive's unpaid base salary  from the
Company through the Date of Termination (at the rate in  effect (without  taking
into account any reduction of base salary constituting Good  Reason) just  prior
to the time a Notice of  Termination  is  given); (ii) the  product of  $900,000
(representing the Executive's 2003 cash bonus) times a  fraction, the  numerator
of which is the number of days in the fiscal year up to  and including the  Date
of Termination and the denominator of which is 365 (the "Pro-Ration  Fraction");
and  (iii)  the  Pro-Ration  Fraction  multiplied  by  the  product   of  61,000
(representing the number of shares of restricted stock awarded to the  Executive
in 2004 (on account of 2003 performance)) times the fair  market  value, on  the
earlier of the Date of Termination or  August 30, 2004,  of a  share  of  common
stock of the Company, as measured by the closing price per share of  such  stock
on the New York Stock Exchange on such date (or, if no  shares  were  traded  on
such date, on the next preceding date on which such shares were traded).

         (b) In the event  that  the  Executive's  employment  terminates  in  a
Nonqualifying Termination, the Company shall pay to the  Executive  within  five
(5) days  following the Date of Termination a lump-sum cash amount  equal to the
Executive's unpaid base salary from the Company through the Date of  Termination
(at the rate in effect just prior to the time a Notice of Termination is given).

     5. Additional Benefits.

        (a) Stock  Options  and   Restricted   Stock.  All  of  the  Executive's
outstanding stock option awards shall become fully vested, and the  restrictions
on all of the Executive's outstanding restricted stock awards shall  lapse,  on
the earlier of (i) the occurrence of a Triggering Event prior to the Executive's
termination   of  employment  and  (ii)  the  date  the  Executive's  employment
terminates in a Qualifying Termination.

        (b) Health Care Coverage. The Executive and his spouse shall be eligible
to continue to participate in the Company's health care  plan (including retiree
health coverage) to the same extent,  and on the  same terms and  conditions, as
other current or former (as applicable) members of the Board.

        (c) Tax Preparation Services. The Company shall reimburse the  executive
for up to 50 hours of professional tax consultation and services with respect to
the 2004 taxable year in accordance with the Company's current policy applicable
to senior executives.

        (d) D&O Insurance; Indemnification. Until the later to occur of (i)  six
years following the completion of a  Transaction  or (ii)  August 31, 2010,  the
Company will continue to maintain  director  and  officer  liability  insurance,
similar in coverage and  scope  to  its  current  policy,  and shall  cause  the
Executive to be covered  under  its director  and  officer  liability  insurance
policy in accordance with the Company's policy applicable to current and  former
directors and officers. The Company confirms and agrees that  the  Executive  is
and will be entitled to indemnification from the  Company,  whether or  not  the
Executive continues as a member of the Board of Directors of the Company, to the
fullest extent currently or hereafter provided by the Company's  certificate  of
incorporation and by-laws and the General Corporate Law of the State of Delaware
with respect to all  acts  and  omissions  arising  out  of  or  related to  the
Executive's services as an officer, agent or  director of  the  Company  or  any
subsidiary of  the  Company,  or  otherwise  on  behalf  of the  Company or  any
subsidiary of the Company.

                                      -4-
<PAGE>

     6. Certain Additional Payments by the Company.

       (a) Anything in this Agreement to the  contrary  notwithstanding, in  the
event it shall be determined that any payment or  distribution by the Company to
or for the benefit of the Executive (whether paid or payable or  distributed  or
distributable  pursuant  to  the  terms  of  this  Agreement or  otherwise,  but
determined without regard to any additional payments required under this Section
6) (a "Payment") would be subject to the excise tax imposed by  Section 4999  of
the Code, or any  interest or  penalties  are  incurred  by  the Executive  with
respect to such excise tax (such excise tax, together with any such interest and
penalties, being hereinafter collectively referred to as the "Excise Tax"), then
the Executive shall be entitled to  receive an  additional  payment (a "Gross-Up
Payment") in an amount such that after payment by the Executive of all  federal,
state and local taxes (including any interest or penalties imposed with  respect
to such taxes) including, without limitation, any income  and  employment  taxes
(and any interest and penalties imposed  with respect thereto)  and Excise  Tax,
imposed upon the Gross-Up  Payment,  the  Executive  retains  an  amount  of the
Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

       (b)Subject to the provisions of Section 6(c), all determinations required
to be made under this Section 6, including  whether and when a Gross-Up  Payment
is required and the amount of such Gross-Up  Payment and the  assumptions  to be
utilized in arriving at such  determination,  shall be made by Deloitte & Touche
(the "Accounting Firm"),  which shall provide detailed  supporting  calculations
both to the Company and the Executive  within  fifteen (15) business days of the
receipt of notice  from the  Executive  that  there has been a Payment,  or such
earlier time as is requested by the Company (collectively, the "Determination").
All fees charged by the Accounting Firm for its services  provided in connection
with  this  Agreement  will  be paid  by the  Company.  In the  event  that  the
Accounting Firm is serving as accountant or auditor for the  individual,  entity
or group  effecting the change in control,  the Executive  shall appoint another
nationally recognized public accounting firm to make the determinations required
hereunder  (which  accounting  firm shall then be referred to as the  Accounting
Firm hereunder). If the Accounting Firm determines that no Excise Tax is payable
by the  Executive,  it shall furnish the Executive  with a written  opinion that
failure to report the Excise Tax on the  Executive's  applicable  federal income
tax  return  would not  result in the  imposition  of a  negligence  or  similar
penalty.  The  Determination  by the  Accounting  Firm shall be binding upon the
Company and the Executive.  As a result of the uncertainty in the application of
Section 4999 of the Code at the time of the  Determination,  it is possible that
Gross-Up  Payments which will not have been made by the Company should have been
made  ("Underpayment"),  consistent  with the  calculations  required to be made
hereunder.  In the event that the  Company  exhausts  its  remedies  pursuant to
Section  6(c) and the  Executive  thereafter  is required to make payment of any
Excise Tax, the Accounting Firm shall  determine the amount of the  Underpayment
that has  occurred  and any such  Underpayment  shall  be  promptly  paid by the
Company to or for the benefit of the Executive.

       (c) The Executive shall notify the Company in writing of any claim by the
Internal  Revenue Service that, if successful,  would require the payment by the
Company of the Gross-Up  Payment.  Such  notification  shall be given as soon as
practicable  but no later than ten (10)  business  days after the  Executive  is
informed in writing of such claim and shall apprise the Company of the nature of
such  claim  and the  date on which  such  claim is  requested  to be paid.  The
Executive  shall not pay such claim prior to the expiration of the 30-day period
following the date on which the  Executive  gives such notice to the Company (or
such shorter period ending on the date that any payment of taxes with respect to
such claim is due).  If the Company  notifies the  Executive in writing prior to
the  expiration  of such  period  that it  desires to contest  such  claim,  the
Executive shall:

                                      -5-
<PAGE>

             (1) give the Company any  information  reasonably  requested by the
Company relating to such claim,

             (2) take such  action in connection with contesting  such  claim as
the Company shall reasonably request in  writing  from time to time,  including,
without limitation, accepting legal representation with respect to such claim by
an attorney reasonably selected by the Company,

             (3)  cooperate  with the Company in good faith in order effectively
to contest such claim, and

             (4) permit the Company to participate in any proceeding relating to
such claim; provided, however, that the Company shall bear and pay directly  all
costs and expenses (including additional interest and penalties),  and  the fees
of the Executive's legal counsel, incurred in connection  with such contest  and
shall indemnify and hold the Executive harmless, on an after-tax basis, for  any
Excise Tax or income or employment tax  (including  interest and penalties  with
respect thereto)  imposed as a result of such  representation   and  payment  of
costs and expenses.  Without limitation on the  foregoing   provisions  of  this
Section 6(c), the Company shall control all proceedings taken in connection with
such contest and,  at its sole  option,  may   pursue  or  forego  any  and  all
administrative appeals,  proceedings, hearings and  conferences  with the taxing
authority in respect of such claim and may, at its sole  option,  either  direct
the Executive to pay the tax claimed and sue for a refund  or contest the  claim
in any permissible  manner,  and the Executive  agrees to prosecute such contest
to a determination before any administrative tribunal, in  a  court  of  initial
jurisdiction  and  in  one or  more  appellate  courts,  as  the  Company  shall
determine;  provided  further,  that if the Company directs the Executive to pay
such claim and sue for a refund,  the Company  shall  advance the amount of such
payment to the Executive on an interest-free  basis and shall indemnify and hold
the Executive harmless,  on an after-tax basis, from any Excise Tax or income or
employment tax (including  interest or penalties with respect  thereto)  imposed
with respect to such advance or with respect to any imputed  income with respect
to such  advance;  and provided  further,  that any  extension of the statute of
limitations  relating to payment of taxes for the taxable year of the  Executive
with  respect  to which  such  contested  amount is claimed to be due is limited
solely to such  contested  amount.  Furthermore,  the  Company's  control of the
contest  shall be limited  to issues  with  respect to which a Gross-Up  Payment
would be payable  hereunder  and the  Executive  shall be  entitled to settle or
contest,  as the case may be, any other  issue  raised by the  Internal  Revenue
Service or any other taxing authority.

                                      -6-
<PAGE>

       (d) If, after the receipt by the Executive  of an amount  advanced by the
Company pursuant to Section 6(c), the Executive becomes entitled to receive, and
receives, any refund with respect to such claim, the Executive shall (subject to
the Company's  complying with the  requirements  of Section 6(c) promptly pay to
the  Company  the amount of such  refund  (together  with any  interest  paid or
credited thereon after taxes applicable  thereto).  If, after the receipt by the
Executive  of an amount  advanced by the Company  pursuant  to Section  6(c),  a
determination  is made that the  Executive  shall not be  entitled to any refund
with  respect to such claim and the  Company  does not notify the  Executive  in
writing of its intent to contest such denial of refund  prior to the  expiration
of thirty  (30) days  after  such  determination,  then  such  advance  shall be
forgiven  and shall not be required to be repaid and the amount of such  advance
shall offset, to the extent thereof,  the amount of Gross-Up Payment required to
be paid.

     7. Secrecy; Nondisparagement.

       (a) The Executive recognizes and acknowledges that the information  (such
as, but not limited to, financial information),  trade secrets,  technical data,
and  know-how of the Company as  acquired  and used by the Company are  special,
valuable,  and unique  assets of the Company.  The  Executive  shall not,  while
employed  by  the  Company  or  at  any  time  thereafter,   disclose  any  such
information,  trade secrets,  technical  data, or know-how to any person,  firm,
corporation,  association  or  any  other  entity  for  any  reason  or  purpose
whatsoever without the prior written consent of the Company, unless compelled to
do so by legal process or unless such information  shall have previously  become
public knowledge or knowledge generally in the telecommunications industry.

       (b) The Executive shall not, while employed by the Company or at any time
thereafter,  make any disparaging statements about the Company or the directors,
officers or employees of the Company;  provided that this Section 7(b) shall not
apply  to  truthful  testimony  as  a  witness,   compliance  with  other  legal
obligations,  or truthful assertion of or defense against any claim or breach of
this  Agreement,  or to the  Executive's  truthful  statements or disclosures to
officers or  directors of the  Company,  and shall not require the  Executive to
make false  statements  or  disclosures.  The Company  agrees  that  neither the
directors nor the officers of the Company nor any  spokesperson  for the Company
shall make any disparaging  statements  about the Executive;  provided that this
Section 7(b) shall not apply to truthful testimony as a witness, compliance with
other legal  obligations,  truthful assertion of or defense against any claim of
breach  of  this  Agreement,  or  truthful  statements  or  disclosures  to  the
Executive, and shall not require false statements or disclosures to be made.

     8. Covenant Not to Compete; Nonsolicitation.

       (a) In exchange for the incentive award  benefits described in Section 3,
and  for  other  consideration  provided  to  the  Executive  pursuant  to  this
Agreement, for the period commencing on the date of this Agreement and ending on
the earlier of the date of a Triggering  Event and August 30, 2004 the Executive
shall not participate as an executive  officer or in any similar capacity in, or
consult  with or  otherwise  render  services  to  (other  than on behalf of the
Company),  or acquire or maintain beneficial ownership of more than five percent
of the equity  ownership  of, any  corporation,  partnership  or other  business
entity  that on or before  August 30,  2004  submits a bid to the  Company for a
proposed Transaction, other than an entity whose bid is accepted by the Company.
In  the  event  of a  decision  by  the  Company  not to  pursue  any  potential
Transaction after completing its review of strategic alternatives,  this Section
8(a) shall cease to apply.

                                      -7-
<PAGE>

       (b) For the one-year period commencing on the date of this Agreement, the
Executive  shall not personally  (and shall not personally  cause others to) (i)
take any action to solicit or divert any  material  business or  customers  away
from the Company, (ii) induce customers, potential customers,  suppliers, agents
or other persons under  contract or otherwise  associated or doing business with
the Company to terminate,  reduce or alter any such association or business,  or
(iii) induce any person employed by the Company to (A) terminate such employment
arrangement,  (B) accept  employment with another person,  or (C) interfere with
the customers or suppliers or otherwise with the Company in any manner.

     9. Withholding Taxes. The Company may withhold from all payments due to the
Executive  (or  his  beneficiary  or  estate)  hereunder  all  taxes  which,  by
applicable  federal,  state,  local or other law,  the  Company is  required  to
withhold therefrom.

     10. Offset  Against Other  Benefits.  Any amount paid pursuant to Section 3
shall  offset  any  other  amount  of  severance  relating  to  salary  or bonus
continuation  to be received by the Executive upon  termination of employment of
the Executive  under any other  severance  plan,  policy,  or arrangement of the
Company.

     11. Reimbursement of Expenses.  If any contest or dispute shall arise under
this Agreement  involving  termination of the  Executive's  employment  with the
Company or involving  the failure or refusal of the Company to perform  fully in
accordance with the terms hereof, the Company shall reimburse the Executive,  on
a current  basis,  for all legal  fees and  expenses,  if any,  incurred  by the
Executive in connection  with such contest or dispute  regardless of the outcome
thereof. In addition, the Company shall reimburse the Executive for the fees and
expenses  of one firm of  accountants  and one firm of lawyers  retained  by the
Executive to assist the Executive in connection with this Agreement.

     12.  Scope of  Agreement.  Nothing  in this  Agreement  shall be  deemed to
entitle  the  Executive  to  continued   employment  with  the  Company  or  its
subsidiaries.

     13. Successors; Binding Agreement.

       (a) This Agreement shall not be terminated by any merger or consolidation
of the  Company  whereby  the Company is or is not the  surviving  or  resulting
corporation  or as a result of any transfer of all or  substantially  all of the
assets  of the  Company.  In the  event of any  such  merger,  consolidation  or
transfer of assets,  the provisions of this Agreement  shall be binding upon the
surviving or resulting  corporation or the person or entity to which such assets
are transferred.  The Company will cause any Purchaser, or any other entity that
is a party to any Transaction, expressly to agree to be bound in all respects to
the  terms  of this  Agreement  and to  agree  that  the  Executive  shall  be a
third-party beneficiary to such express agreement.

       (b)This Agreement shall inure to the benefit of and be enforceable by the
Executive's  personal  or  legal  representatives,   executors,  administrators,
successors,  heirs, distributees,  devisees and legatees. If the Executive shall
die while any  amounts  would be  payable  to the  Executive  hereunder  had the
Executive continued to live, all such amounts, unless otherwise provided herein,
shall be paid in accordance  with the terms of this  Agreement to such person or
persons  appointed in writing by the Executive to receive such amounts or, if no
person is so appointed, to the Executive's estate.

                                      -8-
<PAGE>

     14. Notice.

       (a) For purposes of this  Agreement, all notices and other communications
required or permitted  hereunder shall be in writing and shall be deemed to have
been duly given  when  delivered  or five (5) days  after  deposit in the United
States mail, certified and return receipt requested,  postage prepaid, addressed
as follows:

                If to the Executive:

                                  Scott N. Schneider
                                  [insert address]

                 with a copy to:

                                  Steven Finley, Esq.
                                  Gibson, Dunn & Crutcher LLP
                                  200 Park Avenue
                                  New York, New York  10166-0193

                 If to the Company

                                  General Counsel
                                  Citizens Communications Company
                                  Three High Ridge Park
                                  Stamford, Connecticut  06905-1390

                 with a copy to:

                                  David F. Kroenlein, Esq.
                                  Winston & Strawn LLP
                                  200 Park Avenue
                                  New York, New York  10166-4193

or to such other  address  as either  party may have  furnished  to the other in
writing in accordance  herewith,  except that notices of change of address shall
be effective only upon receipt.

       (b) A written notice (a "Notice of Termination") of the Executive's  Date
of Termination by the  Company  or the  Executive, as  the case  may be, to  the
other, shall (i) indicate the specific  termination  provision in this Agreement
relied upon, (ii) to the extent  applicable,  set forth in reasonable detail the
facts and circumstances  claimed to  provide a  basis  for  termination  of  the
Executive's employment  under the provision so indicated  and (iii) specify  the
termination date.  The failure by the  Executive  or the Company to set forth in
such notice any fact or circumstance  which contributes  to a  showing  of  Good
Reason or Cause shall not  waive  any  right of  the  Executive  or the  Company
hereunder or preclude the  Executive or the  Company  from  asserting  such fact
or circumstance  in enforcing the Executive's or the Company's rights hereunder.

                                      -9-
<PAGE>

     15. Full Settlement; Resolution of Disputes.

        (a) The Company's obligation to make any  payments  provided for in this
Agreement  and  otherwise  to perform  its  obligations  hereunder  shall not be
affected by any set-off, counterclaim, recoupment, defense or other claim, right
or action  which the Company may have  against the  Executive  or others.  In no
event shall the  Executive be obligated to seek other  employment  or take other
action by way of mitigation of the amounts payable to the Executive under any of
the provisions of this Agreement and, such amounts shall not be reduced  whether
or not the Executive obtains other employment.

        (b) If there shall be any dispute between the  Company and the Executive
in the event of any termination of the Executive's  employment then, until there
is a final, nonappealable, determination pursuant to arbitration  declaring that
such termination was for Cause,  that the  determination by the Executive of the
existence of Good Reason was not made in good faith,  or that the Company is not
otherwise  obligated  to pay any amount or provide any benefit to the  Executive
and his dependents or other beneficiaries,  as the case may be, under Section 3,
4(a), or 5, the Company shall pay all amounts, and provide all benefits,  to the
Executive and his  dependents or other  beneficiaries,  as the case may be, that
the Company would be required to pay or provide  pursuant to Section 3, 4(a), or
5 as  though  such  termination  were by the  Company  without  Cause  or by the
Executive  with Good Reason;  provided,  however,  that the Company shall not be
required to pay any  disputed  amounts  pursuant to this  paragraph  except upon
receipt of an  undertaking  by or on behalf of the  Executive  to repay all such
amounts to which the Executive is ultimately determined by the arbitrator not to
be entitled.

     16.  Release.  In exchange for the incentive  award  benefits  described in
Section 3, and for other  consideration  provided to the  Executive  pursuant to
this  Agreement,  the Executive,  with the intention of binding  himself and his
heirs,  executors,  administrators,  assigns and legal  representatives,  hereby
releases and forever  discharges  the Company and any  subsidiary  entity of the
Company, and all of its or their current, former and future officers, directors,
shareholders,  employees,  attorneys, agents, predecessors,  successors, assigns
and legal  representatives,  and the pension and welfare  benefit plans in which
the  Company  participates  and their  respective  administrators,  fiduciaries,
trustees  and  insurers,  whether  acting as  agents  for the  Company  or in an
individual  capacity,  from any and all  claims,  demands,  causes of action and
liabilities whatsoever,  other than a breach of this Agreement, whether known or
unknown,  asserted or unasserted,  whether based on tort,  contract or any other
legal or  equitable  theory,  and  whether for  compensatory,  punitive or other
damages, remedies or relief, that the Executive ever had or now has by reason of
any act,  omission,  transaction  or  occurrence  on or before  the date of this
Agreement, including, without limitation, any and all such claims arising out of
or  in  connection  with  Executive's   employment  with  the  Company,  or  the
termination  of the  Executive's  employment,  and any and all such claims under
state,  federal,  municipal,   statutory  or  common  law,  including,   without
limitation,  Title VII of the Civil Rights Act of 1964, 42 U.S.C.  ss. 1981, the
Civil Rights Act of 1866, the Civil Rights Act of 1991,  the Age  Discrimination
in Employment Act, the Older Workers  Benefit  Protection Act, the American with
Disabilities  Act, the Employee  Retirement  Income Security Act, the Fair Labor
Standards  Act, the Family and Medical Leave Act, the Delaware  Fair  Employment
Practices  Act,  the  Connecticut  Human  Rights  and  Opportunities   Law,  the
Connecticut Family and Medical Leave Law, the Connecticut Age Discrimination and
Employee  Insurance  Benefits Law, the Connecticut  Smokers' Rights Law, and the
Connecticut Constitution, as such laws have been or may be amended.

                                      -10-
<PAGE>

     17.  Revocation  Period.  The  Executive   acknowledges  that  the  Company
specifically  advised him in writing to consult with an attorney  regarding this
Agreement,  and that he has had 21 days in which to consider this Agreement. The
Executive further  acknowledges that he has read this Agreement in its entirety,
and that he fully  understands the terms and legal effect of this Agreement.  If
the Executive executes this Agreement prior to the end of the 21-day period, the
Executive  agrees that such early execution was completely  voluntary.  Further,
the Executive  may revoke his assent to this  Agreement at any time within seven
days of its  execution,  by  providing  written  notice  of such  revocation  in
accordance with Section 14(a) above.  Notwithstanding anything contained in this
Agreement to the contrary,  this Agreement will not become effective until after
the expiration of the seven-day revocation period.

     18.  Governing  Law;  Validity.   The   interpretation,   construction  and
performance of this Agreement shall be governed by and construed and enforced in
accordance with the internal laws of the State of Delaware without regard to the
principle  of conflicts  of laws.  The  invalidity  or  unenforceability  of any
provision of this Agreement shall not affect the validity or  enforceability  of
any other provision of this Agreement,  which other  provisions  shall remain in
full force and effect.

     19. Arbitration; Equitable Remedies.

        (a) Any dispute or controversy  under  this  Agreement  shall be settled
exclusively by arbitration  in Stamford,  Connecticut by a single  arbitrator in
accordance  with  the  rules of the  American  Arbitration  Association  then in
effect; provided, however, that the Executive shall be entitled to seek specific
performance  of his right to be paid pursuant to Section 15(b) during a dispute.
Judgment  may  be  entered  on  the  arbitration   award  in  any  court  having
jurisdiction.  The  Company  shall  bear  all  costs  and  expenses  arising  in
connection with any arbitration proceeding pursuant to this Section.

        (b)  Notwithstanding any provision herein to the contrary, the Executive
acknowledges  and agrees that the Company's  remedy at law for any breach of the
covenants  contained  in  Section 7 and 8 would be  inadequate  and that for any
breach of such covenants the Company  shall,  in addition to such other remedies
as may  be  available  to it at law or in  equity  or as  provided  for in  this
Agreement,  be entitled to an injunction,  restraining order, or other equitable
relief,  without the necessity of posting a bond, restraining the Executive from
committing  or  continuing  to  commit  any  violation  of such  covenants.  The
Executive  shall,  in addition to such other remedies as may be available to him
at law or in equity or as  provided  for in this  Agreement,  be  entitled to an
injunction,  restraining order, or other equitable relief, without the necessity
of posting a bond,  restraining  the Company from  committing  or  continuing to
commit any violation of the covenants in Section 7.

                                      -11-
<PAGE>

     20.   Counterparts.   This  Agreement  may  be  executed  in  two  or  more
counterparts,  each of which shall be deemed to be an original  and all of which
together shall constitute one and the same instrument.

     21. Miscellaneous. No provision of this Agreement may be modified or waived
unless such modification is agreed to in writing and signed by the Executive and
by a duly  authorized  officer of the  Company,  or such waiver is signed by the
waiving party. No waiver by either party hereto at any time of any breach by the
other party hereto of, or  compliance  with,  any condition or provision of this
Agreement  to be  performed  by such  other  party  shall be  deemed a waiver of
similar or  dissimilar  provisions  or conditions at the same or at any prior or
subsequent  time.  Failure by the Executive or the Company or insist upon strict
compliance  with any  provision  of this  Agreement  or to assert  any right the
Executive or the Company may have hereunder,  including without limitation,  the
right of the  Executive to terminate  employment  for Good Reason,  shall not be
deemed to be a waiver of such provision or right or any other provision or right
of this Agreement.  The rights of, and benefits  payable to, the Executive,  his
estate or his  beneficiaries  pursuant to this  Agreement are in addition to any
rights  of,  or  benefits   payable  to,  the  Executive,   his  estate  or  his
beneficiaries  under any other employee benefit plan or compensation  program of
the Company.  No agreements or  representations,  oral or otherwise,  express or
implied, with regard to the subject matter hereof have been made by either party
which are not expressly set forth in this Agreement.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
a duly  authorized  officer of the Company.  The  Executive  has  executed  this
Agreement as of the day written below.



CITIZENS COMMUNICATIONS COMPANY



By:      /s/ Leonard Tow
         ----------------------------
         Leonard Tow
         Chief Executive Officer and
         Chairman of the Board of Directors and
         Principal Executive Officer



Agreed to this 11th day of March, 2004.



/s/ Scott N. Schneider
----------------------
Scott N. Schneider
Vice Chairmen of the Board, President and Chief
Operating Officer and Director


                                      -12-