INTERCOMPANY AGREEMENT



         This Agreement (this  "Agreement"),  dated as of September 11, 2000, is
by  and  between  Citizens   Communications   Company,  a  Delaware  corporation
("Citizens"), and Electric Lightwave, Inc., a Delaware corporation ("ELI").


                              W I T N E S S E T H:


         WHEREAS, Citizens owns all of the issued and outstanding Class B Common
Stock,  par value $.01 per share of ELI (the "ELI Class B Common  Stock")  which
represents  approximately  97%  of  the  combined  voting  power  of  all of the
outstanding common stock of ELI; and

         WHEREAS, Citizens and ELI desire to provide compensation incentives for
certain employees of ELI for high levels of performance and productivity; and

         WHEREAS,  Citizens  desires  to grant to  certain  employees  of ELI an
aggregate of 205,000 shares of Citizens' common stock, par value, $.01 per share
(the  "Citizens  Common  Stock") in the form of  restricted  stock  awards  (the
"Citizens Restricted Stock Awards") pursuant to (i) the Citizens  Communications
Company Equity  Incentive Plan (the "Citizens  Plan") and (ii) Restricted  Stock
Agreements  dated as of September  11, 2000  substantially  in the form attached
hereto as Exhibit A (the "Restricted Stock Agreements"); and

         WHEREAS, in consideration for the Citizens Restricted Stock Awards, ELI
desires to grant to Citizens a number of restricted shares of ELI Class B Common
Stock (the "ELI Class B Restricted  Shares") with a fair market value equivalent
to the fair  market  value of the  Citizens  Restricted  Stock  Awards (the "ELI
Restricted Stock Awards"); and

         WHEREAS,  each of the Compensation  Committee of the Board of Directors
of Citizens and the Board of Directors of ELI has approved this Agreement.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and for good and other valuable consideration, receipt of which
is hereby acknowledged, the parties hereto agree as follows:

                       Article I. RESTRICTED STOCK AWARDS

Section 1.01      Issuance of Citizens Restricted Stock Awards.
                  ---------------------------------------------

         Citizens  hereby  agrees to make  Citizens  Restricted  Stock Awards to
certain  employees  of ELI subject to the terms and  conditions  of the Citizens
Plan and the Restricted Stock Agreements.  The names of each of the employees of
ELI who have been granted shares of Citizens Common Stock and the number of such

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shares  that have been  granted to each such  employee  pursuant  hereto are set
forth on Exhibit B of this Agreement.


Section 1.02      Restrictions on Citizens Restricted Stock Awards.
                  -------------------------------------------------

         The Citizens  Restricted  Stock Awards shall be subject to the transfer
restrictions  set forth in Section 2 of the Restricted  Stock  Agreements.  Such
restrictions  shall  lapse as set  forth in  Section 3 of the  Restricted  Stock
Agreements.  The Citizens Restricted Stock Awards shall be subject to forfeiture
as set forth in Section 4 of the Restricted Stock Agreements.

Section 1.03      Issuance of ELI Restricted Stock Awards.
                  ---------------------------------------

         In consideration for the Citizens  Restricted Stock Awards,  ELI hereby
agrees to grant to Citizens a number of ELI Class B Restricted  Shares having an
aggregate fair market value equivalent to the aggregate fair market value of the
Citizens  Restricted  Stock  Awards.  Citizens  shall be  entitled to all of the
rights of a holder of shares of ELI Class B Common Stock with respect to the ELI
Class B Restricted Shares including the right to vote such shares and to receive
dividends and other distributions  payable with respect to such shares since the
date hereof.  Any stock dividends payable with respect to such shares shall bear
the same restrictions as the underlying shares. Said restrictions shall lapse at
the same time as restrictions  lapse on the underlying  shares.  The ELI Class B
Restricted Shares shall be held in book entry form by ELI's transfer agent until
all  restrictions  lapse or such shares are forfeited as provided  herein.  Upon
lapse of all  restrictions,  a certificate or certificates  representing the ELI
Class B Restricted Shares shall be delivered to Citizens upon its request.

         The number of ELI Class B  Restricted  Shares to be issued  pursuant to
this Section 1.03 shall be determined using the ratio derived from the following
formula:

(205,000  shares of  Citizens Common Stock  x  $16.0625 average market price per
share  of  Citizens  Common Stock
                                       on
September 11, 2000) / $12.50 average market price per share of ELI Class A  Com-
mon Stock on September 11, 2000)=263,425 shares of ELI Class B Restricted Shares
to be issued


Section 1.04      Restrictions on ELI Restricted Stock Awards.
                  -------------------------------------------

         The  ELI  Restricted   Stock  Awards  shall  be  subject  to  the  same
restrictions on transfer that the Citizens  Restricted  Stock Awards are subject
to as described in the first sentence of Section 1.02 hereto.  In the event that
the  restrictions  with  respect to any of the shares  underlying  the  Citizens
Restricted  Stock Awards  shall lapse  pursuant to the terms of Section 3 of the
Restricted Stock  Agreements,  the restrictions  with respect to a proportionate
number of ELI Class B Restricted  Shares  determined in accordance  with Section
1.03 hereto shall also lapse.  In the event that any of the Citizens  Restricted
Stock Awards are forfeited  pursuant to the terms of Section 4 of the Restricted
Stock  Agreements,  a  proportionate  number  of ELI Class B  Restricted  Shares
determined in accordance with Section 1.03 shall also be forfeited by Citizens.

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<PAGE>

Section 1.05      Adjustment of Shares.
                  --------------------

         Notwithstanding anything contained herein to the contrary, in the event
of any adjustment to the number of shares of Citizens  Common Stock  outstanding
resulting  from a  subdivision  or  consolidation  of  shares,  whether  through
reorganization,  recapitalization,  share  split,  reverse  share  split,  share
distribution or combination of shares or the payment of a share dividend and the
number of shares of Citizens  Common Stock  underlying  the Citizens  Restricted
Stock  Awards  is  changed,   the  ELI  Class  B  Restricted   Shares  shall  be
proportionately  adjusted in accordance  with Section 1.03 hereto.  In the event
that there is an adjustment to the number of ELI Class B Restricted  Shares, any
additional  number of shares to which Citizens may become  entitled by reason of
its  ownership of the ELI Class B Restricted  Shares  shall  immediately  become
subject to this  Agreement  and shall  assume the same  status  with  respect to
restrictions  as the ELI Class B Restricted  Shares upon which such dividend was
paid or in substitution for which such additional securities were distributed.

                   Article II. REPRESENTATIONS AND WARRANTIES

Section 2.01      Citizens Representations and Warranties.
                  ---------------------------------------

         Citizens hereby represents and warrants to ELI, as set forth below:

     (a)  Organization;  Corporate  Power.  Citizens is duly organized,  validly
existing  and in  good  standing  under  the  laws  of the  jurisdiction  of its
organization  and has the corporate power and authority to execute,  deliver and
perform its  obligations  under this  Agreement  and to conduct the  business in
which it is engaged.

     (b) Authorization. The execution and delivery by Citizens of this Agreement
and the  performance  by Citizens of its  obligations  hereunder  have been duly
authorized  by all requisite  corporate  action.  The shares of Citizens  Common
Stock issued pursuant hereto have been duly authorized.

     (c)  Validity of  Agreement.  This  Agreement  has been duly  executed  and
delivered by Citizens and constitutes the legal, valid and binding obligation of
Citizens,  enforceable  in accordance  with its terms,  except (i) as limited by
applicable bankruptcy, insolvency, reorganization,  moratorium and other laws of
general  application  affecting  enforcement of creditors'  rights generally and
(ii) as limited by general  equitable  principles.

     (d)  Validity  of  Securities.  Upon  Citizens'  receipt of the ELI Class B
Restricted  Shares issued in  accordance  with the terms of Section 1.03 hereto,
the shares of Citizens Common Stock issued and delivered as Citizens  Restricted
Stock Awards in  accordance  with the terms of this  Agreement  will be duly and
validly issued, fully paid and nonassessable.



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<PAGE>

     (e) Investment Representation.  Citizens acknowledges that it is aware that
the ELI Class B Restricted  Shares have not been registered under the Securities
Act of 1933,  as amended (the "Act").  Citizens  represents  and warrants to ELI
that  Citizens is  acquiring  the ELI Class B Restricted  Shares for  investment
purposes and not with a view to or for sale in connection with any  distribution
thereof or with any  present  intention  of selling  the ELI Class B  Restricted
Shares in connection with a distribution.

     (f) Restricted Securities.  Citizens is an "accredited investor" as defined
in Rule 501 of Regulation D promulgated  under the Act.    Citizens  understands
that the ELI Class B Restricted  Shares will be  "restricted  securities"  under
applicable  federal securities laws and the rules of the Securities and Exchange
Commission promulgated thereunder.  Citizens acknowledges that it may dispose of
the ELI Class B Restricted  Shares only  pursuant to an  effective  registration
statement under the Act or an exemption from  registration if available and only
in compliance  with the terms of this  Agreement  and that certain  Registration
Rights Agreement dated as of November 24, 1997  by and between  Citizens and ELI
(the "Registration Rights Agreement"). Citizens further understands that, except
as provided in the  Registration  Rights  Agreement,  ELI has no  obligation  to
register the sale of the ELI Class B Restricted  Shares or take any other action
so as to permit sales pursuant to the Act.  Citizens  further  understands  that
applicable state securities laws may impose additional constraints upon the sale
of securities.


   Section   2.02       ELI Representations and Warranties.
                        ----------------------------------

         ELI hereby represents and warrants to Citizens, as set forth below:

     (a) Organization;  Corporate Power. ELI is duly organized, validly existing
and in good standing under the laws of the  jurisdiction of its organization and
has the  corporate  power and  authority  to  execute,  deliver  and perform its
obligations  under this  Agreement  and to conduct  the  business in which it is
engaged.

     (b) Authorization.  The execution and delivery by ELI of this Agreement and
the performance by ELI of its obligations hereunder have been duly authorized by
all  requisite  corporate  action.  The ELI  Class B  Restricted  Shares  issued
pursuant hereto have been duly authorized.

     (c)  Validity of  Agreement.  This  Agreement  has been duly  executed  and
delivered by ELI and constitutes the legal, valid and binding obligation of ELI,
enforceable  in accordance  with its terms,  except (i) as limited by applicable
bankruptcy,  insolvency,  reorganization,  moratorium  and other laws of general
application  affecting  enforcement of creditors'  rights  generally and (ii) as
limited by general equitable principles.

     (d) Validity of Securities.  Upon receipt by the employees of ELI listed in
Exhibit B hereto of the  shares of  Citizens  Common  Stock  issued as  Citizens
Restricted Stock Awards in accordance with the terms of Section 1.01 hereto, the
ELI  Class  B  Restricted  Shares  issued  in accordance  with the terms of this




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<PAGE>

Agreement will be duly and validly issued, fully paid and nonassessable.


                          Article III. MISCELLANEOUS.

Section 3.01      Assignment.
                  ----------

         Except as set forth in this Agreement, the terms and conditions of this
Agreement  shall  inure to the  benefit  of and be binding  upon the  respective
successors  and assigns of the parties.  The rights under this Agreement may not
be  assigned by either  party  hereto  without the written  consent of the other
party.  Nothing  herein is  intended  to confer  upon any party  other  than the
parties  or their  respective  successors  and  assigns  any  rights,  remedies,
obligations, or liabilities under or by reason of this Agreement.

Section 3.02      Termination.
                  -----------

         This  Agreement  shall  commence on the date hereof and shall remain in
effect unless  terminated by written  amendment to this Agreement.

Section 3.03      Notices.
                  -------

         All notices,  consents,  waivers,  and other  communications under this
Agreement  will be deemed to have been  duly  given (i) when  delivered  by hand
(with written confirmation of receipt),  (ii) when sent by telefax (with written
confirmation  of  receipt),   (iii)  when  sent  via  e-mail  (with   electronic
confirmation  of  receipt),  (iv) if sent by a nationally  recognized  overnight
delivery service (receipt requested), upon the first business day following such
mailing or (v) when received by the addressee, if sent by a regular service mail
delivery  (receipt  requested),  in each case to the  appropriate  addresses set
forth below (or to such other  addresses  as a party may  designate by notice to
the other parties):

                  If to Citizens, to it at:

                           Citizens Communications Company
                           Three High Ridge Park
                           Stamford, CT 06905
                           Attention:   Leonard Tow
                                        Chairman and Chief Executive Officer
                  If to ELI, at:

                           Electric Lightwave, Inc.
                           c/o Citizens Communications Company
                           Three High Ridge Park
                           Stamford, CT 06905


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<PAGE>

                           Attention:   Rudy Graf
                                        Chief Executive Officer

Section 3.04      Governing Law.
                  -------------

         This Agreement shall be construed and enforced in accordance  with, and
governed  by, the laws of the State of  Delaware  without  giving  effect to its
conflict of law rules.

Section 3.05      Waivers; Amendments.
                  -------------------

         No amendment of any provision of this  Agreement  shall be valid unless
the same shall be in writing  and  signed by both of the  parties.  No waiver by
either  party of any  default,  misrepresentation,  or  breach  of  warranty  or
covenant hereunder, whether intentional or not, shall be deemed to extend to any
prior or  subsequent  default,  misrepresentation,  or  breach  of  warranty  or
covenant  hereunder  or affect in any way any  rights  arising  by virtue of any
prior or subsequent such occurrence. The waiver of the observance of any term of
this  Agreement  (either  generally  or  in a  particular  instance  and  either
retroactively or  prospectively)  shall be made only with the written consent of
the party entitled to the benefit of such waiver.

Section 3.06      Headings.
                  --------

         The article, section and paragraph headings contained in this Agreement
are for  reference  purposes  only and shall not  affect  the  construction  and
interpretation of this Agreement.

Section 3.07      Severability.
                  ------------

         The  invalidity  of all or any part of any  section  of this  Agreement
shall not render invalid the remainder of such section or the Agreement.  If any
provision of this Agreement is so broad as to be  unenforceable,  such provision
shall be interpreted to be only so broad as is enforceable.


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<PAGE>


Section 3.08      Counterparts.
                  ------------

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

Section 3.09      Further Assurances.
                  ------------------

         Each of the parties hereto agrees to execute and deliver,  without cost
or expense to the other party, any and all such further instruments or documents
and to take any and all such further  action  reasonably  requested by the other
party as may be necessary or convenient in order to  effectuate  this  Agreement
and the intent and purposes hereof.

Section 3.10      Entire Agreement.
                  ----------------

         This Agreement  (together with the other agreements referred to herein)
contains the entire  agreement of the parties with respect to the subject matter
set forth herein.


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<PAGE>


         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
day and year first above written.

                         CITIZENS COMMUNICATIONS COMPANY



                         By: /s/ Rudy Graf
                             ---------------------------------------------------
                              Name:  Rudy Graf
                              Title: President and Chief Operating Officer
                                     Citizens Communications Company


                         ELECTRIC LIGHTWAVE, INC.



                         By: /s/  Dave Sharkey
                             ---------------------------------------------------
                              Name:  Dave Sharkey
                              Title: President and Chief Operating Officer
                                     Electric Lightwave, Inc.





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<PAGE>

                                LIST OF EXHIBITS

EXHIBITS:

         EXHIBIT A:   Form of Restricted Stock Agreement
         EXHIBIT B:   List of ELI employees and number of shares of Citizens
                      Common Stock granted as Citizens Restricted Stock Awards
                      to each such officer


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