Exhibit 10.24







July 13, 2005

L. Russell Mitten, Esq.
10 Banks Drive
Wilton, CT 06897-3202

Dear Russ:

     You have  indicated  your desire to retire from your  employment  as Senior
Vice President, General Counsel and Secretary of Citizens Communications Company
("Citizens" or the  "Company").  In recognition of your many years of service to
Citizens,  the Company  wishes to provide you payments and benefits in excess of
those to which  you are  otherwise  entitled  and,  in  consideration  for these
additional  payments and benefits,  Citizens  wishes to receive a release of all
claims that you have or may have against the Company, if any.  Accordingly,  you
and Citizens have entered into the following agreement  ("Agreement")  regarding
the terms of your resignation and retirement.

     1. Resignation and Retirement.  You hereby resign from your employment with
Citizens, effective August 31, 2005 (the "Retirement Date").

     2.  Transition  Period.  During the period from July 18,  2005  through the
Retirement Date (the "Transition Period"), you will no longer hold the titles of
General  Counsel and  Secretary,  but will continue to work with the new General
Counsel,  Hillary Glassman,  in order to assure a smooth transition and help her
to become  familiar  with the  Company  and the  duties of the  General  Counsel
position.  You have further agreed to remain available on an "on-call" basis for
consultation through December 31, 2005.

     3.  Severance  Benefits.  In  consideration  for the  mutual  promises  and
covenants  set  forth  in this  Agreement,  including  but not  limited  to your
execution,  without  revocation,  of the General  Release  ("Release")  attached
hereto as Exhibit A, the Company will provide you the  following  severance  pay
and benefits:

          a. Severance Pay. Within ten (10) days following the latter of (1) the
     date the  executed  Agreement  and  Release are  received  by the  Company,
     assuming  neither is revoked,  or (2) the Retirement Date, the Company will
     pay to you a one-time severance payment equivalent to

               i. your annual base salary, in the amount of $201,800.00, plus
<PAGE>

               ii.  your  annual  bonus at the rate of 50% of your  annual  base
               salary,  pro-rated  through  August  31,  2005,  in the amount of
               $67,266.00,

     for a total payment of $269,066.00, less applicable taxes and withholdings.
     . This payment will be made in two parts: the first payment,  in the amount
     of  $50,450.00  less  applicable  taxes and  withholdings,  will be paid on
     September 1, 2005; the second  payment,  in the amount of $218,616.00  less
     applicable taxes and withholdings, will be paid on January 3, 2006.


          b. Restricted  Stock and Options.  Your  outstanding  restricted stock
     grants will  continue to vest through  December  31, 2006.  You have 37,190
     Restricted  Shares that are unvested as of the Retirement  Date.  20,762 of
     those unvested Restricted Shares will vest in 2006 on the following dates:

               i. February 19, 2006: 4,766 shares

               ii. March 11, 2006: 11,666 shares

               iii. March 13, 2006: 4,333 shares

     In addition,  all unvested  Stock Options will continue to vest through the
Retirement Date of September 1, 2005.

     All other Restricted Stock grants that vest in 2007 and beyond and Unvested
Options that would vest after  September 1, 2005 will be forfeited by you to the
Company.

          c.   Medical/Dental/Vision   Premium   Contributions.   Following  the
     Retirement  Date,  you will receive a notice  notifying  you of your rights
     under the  federal law known as  "COBRA."  You may elect to  continue  your
     participation  and  that  of  your  eligible  dependents  in the  Company's
     medical,  dental  and/or  vision  plans for a period of under  "COBRA." The
     Company will pay  applicable  COBRA  premiums to maintain  coverage for you
     and/or your  dependents  at your  current  level for an  additional  twelve
     months from  September 1, 2005  through  August 31,  2006.  Following  this
     period,  you may  continue  coverage at your own expense for as long as you
     remain eligible. During the period of Company-paid COBRA benefits, you will
     remain  responsible  for your share of the cost of the premiums at the same
     monthly  amount you paid during your last month of  employment by Citizens.
     This monthly contribution amount will be multiplied by the number of months
     of paid COBRA  benefits  and the sum total of this  amount will be withheld
     from  the  lump sum  severance  payment  provided  in  Paragraph  3(a) as a
     "payroll deduction."

          d. Vacation Pay. You will be paid for all accrued but unused  vacation
     time and/or personal days through your Retirement Date.
<PAGE>

          e. Split Dollar Life Insurance Policy.

               i. On the eighth day following your execution of this  Agreement,
               provided that you have not revoked the Agreement  under Paragraph
               9 below,  Citizens  shall  provide  you with a signed  and  dated
               release of the April 28, 1994 Collateral  Assignment Split Dollar
               Life Insurance  Agreement  (attached hereto as Exhibit B). On the
               ninth day  following you  execution of this  Agreement,  provided
               that you have not revoked this Agreement under Paragraph 9 below,
               Citizens shall provide you with a signed and dated new Collateral
               Assignment Split Dollar Life Insurance Agreement (attached hereto
               as Exhibit C), and a signed and dated  amended  Split Dollar Life
               Insurance  Agreement  (attached  hereto as Exhibit  D).  Citizens
               shall promptly  forward copies of such documents to Security Life
               of Denver so that its files will be current,  and Citizens agrees
               to forward a copy of its  transmittal  letter to Security  Denver
               Life to you.

               ii. For purposes of the Collateral  Assignment  Split Dollar Life
               Insurance  Agreement  dated  April  28,  1994,  and the  Citizens
               Utilities  Company Split Dollar Life  Insurance  Agreement  dated
               April 28, 1994,  Citizens and you agree that the  termination  of
               your  employment  on August  31,  2005  shall be  treated as a an
               involuntary  termination  (other  than  for  good  cause),  under
               Section 6 of said agreement.

               f. Other Benefit Plans.  Following the Retirement Date, except as
          otherwise  provided  for  herein,  your  participation  in  any  other
          compensation  or benefit plans of the Company will  terminate,  except
          that you will retain your vested  benefits  and all rights  associated
          with such benefits,  in accordance with the terms of each such plan or
          arrangement.

     4.  General  Release.  In  exchange  for the  severance  payment  and other
benefits provided to you under this Agreement,  to which you would not otherwise
be entitled, you agree to execute and be bound by the Release attached hereto as
Exhibit A and hereby incorporated  herein,  which releases all claims, known and
unknown,  that you may have as of the date of this Agreement arising out of your
employment  with, or  resignation or retirement  from, the Company.  You further
agree  never  to  file a  lawsuit,  demand,  action,  administrative  charge  or
otherwise assert any such claims.  The Company  acknowledges and agrees that the
Release  attached  to this  Agreement  as  Exhibit A does not apply to causes of
action,  rights and claims of any type that may arise under any of the Company's
benefit  plans,  including  but not limited to the pension  plan or the Citizens
Utilities Company Split Dollar Life Insurance Agreement dated April 28, 1994.


     5. Confidentiality.

               a. Confidential Information. You agree that you will not disclose
          to any person, firm or corporation any confidential information of any
          kind,  nature or  description  concerning  any  matters  affecting  or
          relating  to the  Company,  its  products or its  business,  except to
          attorneys who have agreed to abide by the  confidentiality  provisions
          of this Agreement, or as required by a court of law. You further agree
          that any breach or  violation  of this  Paragraph  5(a) will result in
          irreparable harm to the Company and the Company will have the right to
          seek all available relief in equity or at law.
<PAGE>

               b.  Confidentiality  of  Agreement.  You agree  that you will not
          disclose,  directly  or  indirectly,  any  information  regarding  the
          existence,  terms or provisions of this  Agreement to any party,  with
          the exception of your attorneys,  tax preparers,  financial  advisors,
          the Internal  Revenue  Service and your  immediate  family,  except as
          required by law.

     6. Return of Equipment and Documents and Other Property.  You agree that as
of the  Retirement  Date you will return to the  Company any and all  documents,
materials  and  information  (whether  in  hardcopy,   on  electronic  media  or
otherwise) related to the business of the Company, and all copies, and all keys,
access cards,  credit cards,  computer  hardware and  software,  telephones  and
telephone-related  equipment  and all  other  property  of the  Company  in your
possession or control.

     7.  Non-Disparagement.  You  agree  that you will not make any  disparaging
statements  about, or  intentionally  do anything that damages the Company,  its
products, services, reputation, financial status, or that damages the Company in
any of its business relationships.

     8. Employee Cooperation.  You agree to cooperate with the Company hereafter
with  respect to all  matters  arising  during or  related  to your  employment,
including  but not limited to all matters in  connection  with any  governmental
investigation,  litigation  or  regulatory  or other  proceeding  which may have
arisen or which may arise following the signing of this  Agreement.  The Company
will reimburse your  out-of-pocket  expenses,  including  reasonable  attorneys'
fees,  incurred in complying  with requests by the Company  hereunder,  provided
such expenses are authorized by the Company in advance; provided,  however, that
you will not be entitled to compensation  for time spent serving as a witness or
otherwise  giving  testimony  in  any  proceeding  brought  by  you  or  in  any
circumstance in which  compensation for service as a witness or giving testimony
is prohibited by law.

     9.  Acknowledgement.  You  hereby  acknowledge  and  agree  that  you  have
carefully read and fully  understand  this Agreement and Release,  that you have
been advised in writing (by this Agreement) to consult with an attorney and have
been provided a reasonable  opportunity  to do so prior to signing the Agreement
and Release;  and that you have been given at least  twenty-one  (21) days after
receiving  this  Agreement and Release  within which to consider them. You waive
any right you might have to  additional  time to  consider  this  Agreement  and
Release.  You  understand  that you may revoke this Agreement and Release within
seven (7) days after signing it. Any revocation shall be in writing and shall be
delivered to Mary Agnes  Wilderotter,  President  and Chief  Executive  Officer,
Citizens  Communications  Company,  3 High Ridge Park,  Stamford,  CT 06905. The
Agreement shall not become effective,  and none of the payments and benefits set
forth in this  Agreement  shall  become due or  payable  until the  Company  has
received the Agreement and Release signed by you and your  seven-day  revocation
period  has  passed  without  revocation.  You  acknowledge  and agree  that the
severance  payment  and  other  benefits  to you  pursuant  to the terms of this
Agreement  constitute  monies and  benefits to which you would not  otherwise be
entitled.

     10. No  Representations.  You represent and acknowledge  that, in executing
this Agreement and the Release attached hereto as Exhibit A, you do not rely and
have not relied upon any  representation  or statement not set forth herein made
by the Company, or any of its agents,  representatives or attorneys, with regard
to the subject matter, basis or effect of this Agreement or otherwise.

     11.  Successors.  This  Agreement  shall  apply to you,  as well as to your
heirs, agents, executors and administrators. This Agreement shall also apply to,
shall inure to the benefit of, the predecessors,  successors, and assigns of the
Company,  and each past,  present , or future employee,  agent,  representative,
officer,   partner,  owner,  or  director  of  the  Company  and  any  division,
subsidiary, parent or affiliated entity.

     12.  Severability.  The provisions of this Agreement are severable,  and if
any part of this Agreement is found to be  unenforceable,  the other  paragraphs
shall remain fully valid and enforceable.

     13. Jurisdiction and Governing Law. This Agreement shall be governed by and
interpreted  in  accordance  with the laws of the State of  Connecticut  without
regard to conflict of law provisions. Any action brought by or on behalf of you,
your agents, heirs,  executors or administrators  against the Company (or any of
its officers,  directors,  employees,  partners,  owners,  affiliates or agents)
shall be maintained in state or federal court in Connecticut.

     14.  Complete  Agreement.  This Agreement  sets forth the entire  agreement
between the parties hereto, and fully supersedes any and all prior agreements or
understandings  between  the parties  hereto  pertaining  to the subject  matter
hereof.

     PLEASE READ AND CONSIDER THIS AGREEMENT  CAREFULLY BEFORE  EXECUTING.  THIS
AGREEMENT  AND  GENERAL  RELEASE  INCLUDES  A RELEASE  OF ALL KNOWN AND  UNKNOWN
CLAIMS.  If the terms of this Agreement are acceptable to you, please sign, date
and return it to:
<PAGE>

                           Mary Agnes Wilderotter
                           President and  Chief Executive Officer
                           Citizens Communications
                           3 High Ridge Park
                           Stamford, CT  06905

     The enclosed  copy of this letter,  which you should also sign and date, is
for your records.

                         Sincerely,
                         CITIZENS COMMUNICATIONS COMPANY


                         By:    /s/ Mary Agnes Wilderotter
                                -----------------------------
                                Mary Agnes Wilderotter
                                President and CEO




Accepted and agreed:

Signature:     /s/ L. Russell Mitten, Esq.
               -------------------------------------
               L. Russell Mitten, Esq.



Date:    July 13, 2005



<PAGE>


                                    Exhibit A
                                    ---------

                                 GENERAL RELEASE

     FOR AND IN CONSIDERATION OF the severance pay and other separation benefits
to be  provided  me in  connection  with the  termination  of my  employment  in
accordance with the letter agreement  between Citizens  Communications  Company.
(the  "Company")  and me of July 2005 (the  "Agreement"),  subject to my signing
this General Release  "(Release"),  and the exemptions to this Release contained
in Paragraph 4 of the Agreement,  I, on my own behalf and on behalf of my heirs,
executives, administrators, beneficiaries, personal representatives and assigns,
hereby  release  and  forever  discharge  the  Company,   its  subsidiaries  and
affiliates,  and  all of its  past,  present  and  future  officers,  directors,
shareholders,  employees, agents, general and limited partners, joint venturers,
representatives, successors and assigns (all of the foregoing, collectively, the
"Releasees"),  both individually and in their official capacities,  from any and
all causes of action,  rights  and  claims of any type or  description,  whether
known or  unknown,  which I have had in the past,  now have,  or might now have,
through  the date of my  signing of this  Release,  in any way  resulting  from,
arising out of or connected with my employment by the Company or the termination
of that  employment  or pursuant to Title VII of the Civil  Rights Act,  the Age
Discrimination  in Employment  Act, the  Americans  with  Disabilities  Act, the
Connecticut Fair Employment Practices Act, the Family and Medical Leave Act, the
Fair Labor Standards Act, the Employee Retirement Income Security Act, the Equal
Pay  Act or  any  other  federal,  state  or  local  law,  regulation  or  other
requirement. Excluded from the scope of this Release, however, are (i) my rights
under the Agreement after the effective date hereof,  (ii) any rights I have now
or hereafter acquire to  indemnification  or contribution  under the articles of
incorporation  or by-laws of the Company or under  applicable  law and (iii) any
vested rights I have under any Company  welfare or  retirement  plan governed by
ERISA.

     In signing this  Release,  I  acknowledge  that I received  this Release in
connection  with the  negotiation of the Agreement in July 2005, and that I have
been advised in writing by receipt of the  Agreement to consult with an attorney
before signing the Agreement and Release. I further acknowledge that I have been
given at least  twenty-one (21) days to decide whether to sign the Agreement and
Release,  unless I voluntarily  choose to sign the Agreement and Release  before
the end of the twenty-one  (21) day period.  I understand that I may revoke this
Release at any time within  seven (7) days of the date of my  signing,  and that
the Agreement and Release will not become  effective or enforceable  until after
this  revocation  period has expired.  I understand that in order to revoke this
Agreement  and Release,  I must give written  notice to Mary Agnes  Wilderotter,
Citizens  Communications  Company,  3 High Ridge Park,  Stamford,  CT 06905,  in
writing,  delivered by close of business on the seventh day after my signing.  I
understand that I will not be entitled to any benefits under the Agreement until
the end of the seven (7) day revocation period.

     Intending to be legally  bound, I have signed this Release under seal as of
the date written below.



Signature: /s/ L. Russell Mitten, Esq.     Date Signed: July 13, 2005
           ----------------------------
           L. Russell Mitten, Esq.