Exhibit 10.15

                          AMENDED EMPLOYMENT AGREEMENT
                                  Robert Larson


     This AMENDED EMPLOYMENT AGREEMENT (the "Agreement") is dated as of December
24,  2008  (the  "Effective  Date")  by  and  between  Frontier   Communications
Corporation (the "Company") and Robert Larson ("Executive").

     WHEREAS,  Executive and the Company  entered into an  employment  agreement
(the  "Original  Agreement")  as of September 1, 2004 (the  "Original  Effective
Date"),  embodying  the terms of  Executive's  employment  and pursuant to which
Executive  has been  serving as a Senior  Vice  President  and as the  Company's
Controller and Chief Accounting Officer; and

     WHEREAS,  this Agreement  amends and restates the Original  Agreement as of
the Effective  Date in order,  inter alia, to evidence  formal  compliance  with
Section 409A of the Internal Revenue Code of 1986, as amended,  and the guidance
thereunder  (such Section,  referenced  herein as "Section 409A"; and such code,
referenced herein as the "Code");

     NOW,  THEREFORE,  in  consideration  of the premises  and mutual  covenants
herein and for other  good and  valuable  consideration,  the  parties  agree as
follows:

     1. Term of  Employment.  Subject  to the  provisions  of  Section 8 of this
Agreement,  Executive  shall  be  employed  by  the  Company,  and  any  of  its
subsidiaries  that the  Chief  Executive  Officer  (the  "CEO")  or the Board of
Directors of the Company (the "Board") shall  designate for a period  commencing
on the Original Effective Date and ending on the fifth anniversary  thereof (the
"Initial  Term"),  on the terms and subject to the  conditions set forth in this
Agreement.  Following  the  Initial  Term,  the term of  employment  under  this
Agreement shall automatically be renewed for additional terms of one year on the
last day of the Initial Term and each anniversary of the last day of the Initial
Term (the Initial Term and any annual  extensions of the term of this Agreement,
referenced  together herein as the "Employment  Term"),  subject to Section 8 of
this  Agreement,  unless the  Company  or the  Executive  gives the other  party
written  notice of  non-renewal at least ninety (90) days prior to such last day
or anniversary.

     2. Position.

     a.  During  the  Employment  Term,  Executive  shall  serve as Senior  Vice
President and as the Company's Controller and Chief Accounting Officer and shall
report directly to the Chief Financial Officer of the Company. In such position,
Executive shall have such duties and authority commensurate with the position of
controller and chief accounting  officer of a company of similar size and nature
and as the Company's Chief Financial Officer shall otherwise determine from time
to time.

     b. During the  Employment  Term,  Executive  will devote  Executive's  full
business time and best efforts (excluding any periods of vacation or sick leave)
to the  performance of Executive's  duties  hereunder and will not engage in any
other  business,  profession or occupation for  compensation  or otherwise which
would conflict or interfere with the rendition of such services  either directly
or  indirectly,  without the prior written  consent of the Board;  provided that
nothing  herein shall preclude  Executive,  subject to the prior approval of the
Board,  from  accepting  appointment  to or  continue  to serve on any  board of
directors  or  trustees  of  any   business   corporation   or  any   charitable
organization,  provided in each case in the aggregate,  that such  activities do
not conflict or interfere with the performance of Executive's  duties  hereunder
or conflict with Section 10 of this Agreement.

<PAGE>

     3. Base Salary. During the Employment Term, the Company shall pay Executive
a base salary at the annual rate of  $175,000,  payable in  substantially  equal
periodic payments in accordance with the Company's practices for other executive
employees,  as such  practices  may be determined  from time to time.  Executive
shall be entitled to such increases in Executive's  base salary,  if any, as may
be determined  from time to time in the sole  discretion of the Chief  Financial
Officer,  the CEO and the Board.  Executive's  annual base salary,  as in effect
from time to time, is hereinafter referred to as the "Base Salary."

     4. Annual Bonus. During the Employment Term, Executive shall be eligible to
earn an annual bonus award (an "Annual Bonus"), with a target bonus amount equal
to 50% of the Base Salary (the "Target Bonus"),  with  adjustments  based on the
schedules set forth in the Citizens  Incentive  Plan or any  successor  plan, as
each  may be  amended  from  time  to  time  (the  "Incentive  Plan"),  but  the
adjustments  shall in no event be less  favorable  to  Executive  than those set
forth in such Plan for the 2004 calendar  year.  The Annual Bonus for a calendar
year shall be paid no later than permitted under the Incentive Plan and no later
than the date that other  officers of the Company are paid their annual  bonuses
for such calendar year.

     5.  Long-Term  Incentive.  With  respect  to each  fiscal  year  during the
Employment  Term,  the  Company  shall  grant no later  than  each  March of the
following  year to Executive a number of restricted  shares of common stock (the
"Restricted  Shares")  with an  aggregate  value equal to between  $200,000  and
$300,000,  as  determined  by  the  Compensation  Committee  of the  Board  (the
"Compensation   Committee").   Subject  to  Section   8(b)(ii)(D)   and  Section
8(c)(iii)(E),  below,  each annual  grant of  Restricted  Shares  shall vest and
become  non-forfeitable  as to  twenty  (20)  percent  of the  shares  initially
granted,  on each anniversary of the date of grant and shall be fully vested and
100 percent non-forfeitable upon the fifth anniversary of the date of grant.

     6. Employee Benefits; Business Expenses.

     a.  Employee  Benefits.  During the  Employment  Term,  Executive  (and his
eligible  dependents) shall be entitled to participate in the Company's pension,
profit sharing, medical, dental, life insurance and other employee benefit plans
(other than severance  plans) (the "Company  Plans"),  as in effect from time to
time (collectively the "Employee  Benefits") on the same basis as those benefits
are generally made available to other executives at his level of the Company.

     b. Business  Expenses.  During the  Employment  Term,  reasonable  business
expenses  incurred  by  Executive  in  the  performance  of  Executive's  duties
hereunder  shall be reimbursed  by the Company in accordance  with the Company's
policies.

     7. [Intentially Left Blank.]

     8.  Termination.  Executive's  employment  hereunder  may be  terminated by
either party at any time and for any reason;  provided  that  Executive  will be
required  to give the  Company at least 60 days  advance  written  notice of any
resignation of Executive's  employment.  Notwithstanding  any other provision of
this  Agreement  other than Section  13(l)  through (p), the  provisions of this
Section 8 shall  exclusively  govern  Executive's  rights  upon  termination  of
employment with the Company.

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<PAGE>

     a. By the  Company  For  Cause or By  Executive  Resignation  Without  Good
Reason.

     (i)  The  Employment  Term  and  Executive's  employment  hereunder  may be
terminated  by the  Company  for Cause (as  defined  below) and shall  terminate
automatically upon Executive's  resignation  without Good Reason;  provided that
Executive will be required to give the Company at least 60 days advance  written
notice of such resignation.

     (ii) For purposes of this  Agreement,  "Cause" shall mean  Executive's  (A)
willful  and  continued  failure  (other  than as a result of physical or mental
illness or injury) to perform his material duties (as described in Section 2) to
the Company or its  subsidiaries  which continues beyond 10 days after a written
demand for substantial performance is delivered to Executive by the Company (the
"Cure  Period"),  which  demand shall  identify  and describe  such failure with
sufficient specificity to allow Executive to respond; (B) willful or intentional
conduct that causes material and demonstrable  injury,  monetarily or otherwise,
to the Company;  (C)  conviction  of, or a plea of nolo  contendere  to, a crime
constituting  (x) a felony  under  the laws of the  United  States  or any state
thereof or (y) a misdemeanor  involving moral turpitude;  or (D) material breach
of this  Agreement,  including,  without  limitation,  engaging in any action in
breach of Section 9 or Section 10 of this Agreement,  which continues beyond the
Cure Period (to the extent that, in the Board's reasonable judgment, such breach
can be cured). For purposes of this Section 8(a)(ii), no act, or failure to act,
on the part of Executive shall be considered  "willful" or "intentional"  unless
it is done,  or  omitted  to be done,  by  Executive  in bad faith  and  without
reasonable belief that Executive's  action or inaction was in the best interests
of the Company.  Any act, or failure to act, based upon authority given pursuant
to a resolution duly adopted by the Board or upon the  instructions of the Chief
Financial Officer of the Company or other senior officer of the Company or based
upon the advice of counsel for the Company shall be conclusively  presumed to be
done,  or  omitted  to be  done,  by  Executive  in good  faith  and in the best
interests of the Company.

     (iii) If Executive's  employment is terminated by the Company for Cause, or
if  Executive  resigns  without  Good  Reason,  Executive  shall be  entitled to
receive:

          (A)  the  Base  Salary  through  the  date  of  termination,  paid  in
     substantially  equal  periodic  installments  on the schedule  specified in
     Section 3 (but not less frequently than monthly);

          (B) any Annual Bonus  earned but unpaid as of the date of  termination
     for any  previously  completed  fiscal year,  paid no later than  permitted
     under the Incentive  Plan and no later than the date that other officers of
     the Company are paid their annual bonuses for any such year;

          (C)  reimbursement  for any unreimbursed  business  expenses  properly
     incurred by Executive in accordance  with Company  policy prior to the date
     of Executive's termination, paid at the time specified in Section 13(m);

          (D) any accrued but unpaid vacation, paid in accordance with the terms
     of the Company's vacation policy; and

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<PAGE>

     (E) such  Employee  Benefits,  if any, to which  Executive  may be entitled
under the applicable Company Plans upon termination of employment hereunder (the
payments and benefits described in clauses (A) through (E) hereof being referred
to, collectively, as the "Accrued Rights").

As  necessary   for   compliance   with  the   requirements   of  the  Code  and
notwithstanding  any contrary provision of this subsection,  payments under this
subsection are subject to Section 13(l) through (p).  Following such termination
of Executive's  employment by the Company for Cause or resignation by Executive,
except as set forth in this Section 8(a)(iii) and Section 8(g),  Executive shall
have no further  rights to any  compensation  or any other  benefits  under this
Agreement.

     b. Disability or Death.

     (i) Executive's employment hereunder shall terminate upon Executive's death
and may be terminated by the Company if Executive becomes physically or mentally
incapacitated and is therefore unable for a period of six (6) consecutive months
or for an  aggregate  of nine (9) months in any twelve  (12)  consecutive  month
period to perform Executive's duties (such incapacity is hereinafter referred to
as  "Disability").  Any  question  as to  the  existence  of the  Disability  of
Executive as to which Executive and the Company cannot agree shall be determined
in writing by a qualified independent physician mutually acceptable to Executive
and the  Company.  If Executive  and the Company  cannot agree as to a qualified
independent  physician,  each  shall  appoint  such a  physician  and  those two
physicians  shall select a third who shall make such  determination  in writing.
The  determination  of  Disability  made in writing to the Company and Executive
shall be final and conclusive for all purposes of the Agreement.

     (ii) Upon  termination  of  Executive's  employment  hereunder  for  either
Disability or death, Executive or Executive's estate (as the case may be), shall
be entitled to receive:

          (A) the Accrued Rights;

          (B)  continued  payment of  Executive's  Base Salary during the period
     commencing on the date of Executive's  termination of employment and ending
     on the date that is six months after the date of Executive's termination of
     employment (applying the definition of such term in Section 13(n)), paid in
     substantially  equal  periodic  installments  on the schedule  specified in
     Section 3, but not less frequently than monthly (such continued Base Salary
     shall be subject to the six-month  delay as applicable  under Section 13(o)
     and (p));

          (C) a pro rata portion of the Annual  Bonus,  if any,  that  Executive
     would have been entitled to receive pursuant to the Citizens Incentive Plan
     in the year of termination, based on actual performance through the date of
     termination; and

          (D) all  Restricted  Shares  that have been  granted as of the date of
     Executive's  termination  shall be fully vested and  non-forfeitable  as of
     such date, and Executive shall not be entitled to any further annual grants
     of Restricted Shares under Section 5 of this Agreement.

     (iii)  Upon  termination  of  Executive's   employment   hereunder  due  to
Executive's  death or  Disability,  in addition  to the  benefits  described  in
Section 8(b)(ii) above, the Company shall provide Executive (in the event of his
Disability)  and Executive's  spouse with health benefits  (pursuant to the same
Company  Plans that are health  benefit  plans and that are in effect for active
employees  of  the  Company),  until  the  second  anniversary  of the  date  of
Executive's death or Disability.

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<PAGE>

          (A) To the extent that such health  benefit plan  coverage is provided
     under a self-insured  plan maintained by the Company (within the meaning of
     Section 105(h) of the Code):

               (I) the charge to Executive for each month of coverage will equal
          the monthly COBRA charge  established by the Company for such coverage
          in which the Executive or the  Executive's  spouse (as  applicable) is
          enrolled from time to time, based on the coverage  generally  provided
          to salaried  employees (less the amount of any  administrative  charge
          typically  assessed by the Company as part of its COBRA  charge),  and
          Executive  will be required to pay such monthly  charge in  accordance
          with the Company's standard COBRA premium payment requirements; and

               (II) on the date of Executive's  termination of employment within
          the meaning of Section  13(n),  the Company will pay  Executive a lump
          sum in cash  equal,  in the  aggregate,  to the monthly  COBRA  charge
          established  by the  Company on the payment  date for family  coverage
          with respect to the highest value health coverage provided to salaried
          employees under such  self-insured  plan for each month of coverage in
          the two year period.  For this purpose,  the  Company's  monthly COBRA
          charge for family coverage will be increased by 10% on each January in
          the projected  payment period and such increased amount shall apply to
          each  successive  month in the  calendar  year in which  the  increase
          became applicable.

          (B) To the extent that such health  benefit plan  coverage is provided
     is provided under a fully-insured  medical  reimbursement  plan (within the
     meaning  of  Section  105(h)  of the  Code),  there  will be no  charge  to
     Executive for such coverage.

As  necessary   for   compliance   with  the   requirements   of  the  Code  and
notwithstanding  any contrary provision of this subsection,  payments under this
subsection  are subject to Section  13(l)  through  (p).  Following  Executive's
termination  of employment  due to death or  Disability,  except as set forth in
this Section 8(b), Executive shall have no further rights to any compensation or
any other benefits under this Agreement.

          c. By the Company  Without Cause or by Executive  Resignation for Good
     Reason.

               (i) Executive's employment hereunder may be terminated (A) by the
          Company without Cause (which shall not include Executive's termination
          of  employment  due to his  Disability)  or (B) by Executive  for Good
          Reason (as defined below).

               (ii) For purposes of this Agreement, "Good Reason" shall mean

                    (A) the  failure  of the  Company to pay or cause to be paid
               Executive's Base Salary or Annual Bonus, when due hereunder,

                    (B) any substantial and sustained  diminution in Executive's
               authority or  responsibilities  from those described in Section 2
               hereof,

                    (C) a relocation of Executive's  principal  office  location
               more  than 25 miles  from  the  Company's  Stamford,  Connecticut
               headquarters area, or


                                       5
<PAGE>

                    (D) any other  material  breach of a material  provision  of
               this Agreement;

provided that any of the events described in subparagraphs  (A), (B), (C) or (D)
of this Section  8(c)(ii) shall  constitute  Good Reason only if (I) the Company
fails to cure such event within 30 days after receipt from  Executive of written
notice of the event which  constitutes Good Reason (with sufficient  specificity
from  Executive  for the  Company to respond to such  claim) and (II)  Executive
terminates  employment  with the  Company  within  two years  after the  initial
existence of such event or circumstances.

          (iii) If Executive's  employment is terminated by the Company  without
     Cause (other than by reason of death or  Disability)  or by  Executive  for
     Good  Reason,   subject  to   Executive's   satisfaction   of  the  release
     requirements set forth in Section 8(f)(ii),  the Company (1) shall then pay
     or provide to the  Executive  the  compensation  and benefits  described in
     subparagraphs  (A) and (D) below,  (2) shall begin paying to the  Executive
     the  compensation  described  in  subparagraphs  (B) and  (C),  and (3) the
     vesting provided for by subparagraph (E) below shall apply, in each case on
     the Expiration Date (as defined in Section 8(f)(ii)):

               (A) the Accrued Rights;

               (B)  subject  to  Executive's   continued   compliance  with  the
          provisions of Section 9 and Section 10 of this  Agreement,  the amount
          that is equal to 1/36th of the sum of -

                    (I) three times Executive's  annual Base Salary in effect on
               the  date  of   Executive's   termination   of  employment   (the
               "Termination Date"), and

                    (II) two times Executive's  annual Target Bonus in effect on
               the Termination Date,

shall be paid each month for the 36-month  period  commencing on the Termination
Date (it being  understood  that  Executive  shall  receive no payment until the
Expiration Date at which time Executive shall receive a catch-up  payment on the
Expiration Date that includes all monthly  installments  due for the period from
the  Termination  Date through the Expiration  Date) (with such 36-month  period
constituting  the  "Severance  Period")  (such  catch-up  payment and  continued
installments  shall be subject to a six-month delay as applicable  under Section
13(o)  and  (p));  provided,  however,  that  any  payments  described  in  this
subparagraph  (B) that are exempt from  Section  409A shall be reduced or offset
entirely, at the time such payments are otherwise required to be made under this
subparagraph  (B), by any amounts due and owing by  Executive to the Company for
funds  borrowed from or advanced by the Company (to the extent  permitted  under
applicable law);

               (C) continuation of health benefits (pursuant to the same Company
          Plans that are health  benefit plans and that are in effect for active
          employees of the Company) with health benefit coverage  retroactive to
          the  Termination  Date (once the  Expiration  Date is reached  and the
          release is in effect),  and then continuing until the earlier to occur
          of the end of the  Severance  Period  and the date on which  Executive
          becomes  eligible to receive  comparable  benefits from any subsequent
          employer

                    (I) To the extent that such health  benefit plan coverage is
               provided  under a  self-insured  plan  maintained  by the Company
               (within the meaning of Section 105(h) of the Code):


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<PAGE>

                         (1) the charge to Executive  for each month of coverage
                    will  equal the  monthly  COBRA  charge  established  by the
                    Company  for such  coverage  in which the  Executive  or the
                    Executive's  spouse (as applicable) is enrolled from time to
                    time, based on the coverage  generally  provided to salaried
                    employees  (less  the  amount of any  administrative  charge
                    typically  assessed  by the  Company  as part  of its  COBRA
                    charge),  and Executive will be required to pay such monthly
                    charge  in  accordance  with the  Company's  standard  COBRA
                    premium payment requirements; and

                         (2) upon  termination of  employment,  the Company will
                    pay Executive a lump sum in cash equal, in the aggregate, to
                    the monthly COBRA charge  established  by the Company on the
                    payment date for family coverage with respect to the highest
                    value health coverage  provided to salaried  employees under
                    such  self-insured  plan for each month of  coverage  in the
                    36-month  period.  For this purpose,  the Company's  monthly
                    COBRA charge for family coverage will be increased by 10% on
                    each  January  in the  projected  payment  period  and  such
                    increased amount shall apply to each successive month in the
                    calendar year in which the increase became applicable.

                    (II) To the extent that such health benefit plan coverage is
               provided is provided under a fully-insured  medical reimbursement
               plan  (within the meaning of Section  105(h) of the Code),  there
               will be no charge to Executive for such coverage; and

               (D) a lump sum  equal to the  full-year  annual  Target  Bonus in
          effect on the Termination Date.

               (E) all Restricted Shares shall be vested and  non-forfeitable as
          of the Expiration  Date, and all options granted to Executive that are
          not  vested  as of  the  Termination  Date  shall  become  vested  and
          non-forfeitable and fully exercisable.

As  necessary   for   compliance   with  the   requirements   of  the  Code  and
notwithstanding  any contrary provision of this subsection,  payments under this
subsection  are subject to Section  13(l)  through  (p).  Following  Executive's
termination of employment by the Company  without Cause (other than by reason of
Executive's  death or  Disability)  or Executive for Good Reason,  except as set
forth in Section 8(c)(iii) above,  Executive shall have no further rights to any
compensation or any other benefits under this Agreement.

     d. Change in Control.

          (i) Subject to Executive's  satisfaction  of the release  requirements
     set forth in Section  8(f)(ii),  Executive  shall also be  entitled  to the
     benefits set forth in Section 8(c)(iii) above if, within one year following
     a Change in Control (defined below), Executive terminates his employment as
     a result of: (A) any  decrease  by the Company of the Base Salary or Target
     Bonus; (B) any decrease in Executive's pension benefit opportunities or any
     material diminution in the aggregate employee benefits; or (C) any material
     diminution  in  Executive's  title,  reporting  relationships,   duties  or
     responsibilities (each, a "Constructive  Termination Event"); provided that
     any  of  the  events   described  above  shall  constitute  a  Constructive
     Termination  Event only if (X) the Company  fails to cure such event within
     30 days after receipt from  Executive of written  notice of the event which
     constitutes a Constructive  Termination Event;  provided,  further,  that a
     "Constructive  Termination  Event" shall cease to exist for an event on the
     60th day following the later of its  occurrence  or  Executive's  knowledge
     thereof,  unless  Executive has given the Company  written  notice  thereof
     prior to such date. As necessary for compliance  with the  requirements  of
     the Code and  notwithstanding  any contrary  provision of this  subsection,
     payments under this subsection are subject to Section 13(l) through (p).


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<PAGE>

          (ii) For purposes of this  Agreement,  a "Change in Control"  shall be
     deemed to have occurred:

               (A) When any  "person"  as  defined  in  Section  3(a)(9)  of the
          Securities  Exchange Act of 1934, as amended (the "Exchange Act"), and
          as used in Section  13(d) and 14(d)  thereof,  including  a "group" as
          defined  in  Section  13(d) of the  Exchange  Act (but  excluding  the
          Company and any subsidiary and any employee  benefit plan sponsored or
          maintained by the Company or any subsidiary  (including any trustee of
          such plan acting as  trustee)),  directly or  indirectly,  becomes the
          "beneficial  owner" (as defined in Rule 13d-3 under the Exchange Act),
          of securities of the Company  representing 50% or more of the combined
          voting power of the Company's then outstanding securities; or

               (B)  Upon  the  consummation  of any  merger  or  other  business
          combination  involving the Company, a sale of substantially all of the
          Company's  assets,  liquidation  or  dissolution  of the  Company or a
          combination of the foregoing  transactions (the "Transactions")  other
          than a Transaction immediately following which the shareholders of the
          Company  immediately  prior  to  the  Transaction  own,  in  the  same
          proportion,  at least 51% of the voting power, directly or indirectly,
          of (i) the surviving  corporation in any such merger or other business
          combination;  (ii) the  purchaser  of or  successor  to the  Company's
          assets; (iii) both the surviving  corporation and the purchaser in the
          event of any combination of  Transactions;  or (iv) the parent company
          owning  100% of such  surviving  corporation,  purchaser  or both  the
          surviving corporation and the purchaser, as the case may be.

          (iii) Excess Parachute Payments.

               (A) If it is determined (as hereafter provided) that any payment,
          benefit  or  distribution  by the  Company  to or for the  benefit  of
          Executive,  whether paid or payable or  distributed  or  distributable
          pursuant to the terms of this Agreement or otherwise pursuant to or by
          reason of any other agreement,  policy,  plan, program or arrangement,
          including without limitation any stock option, restricted stock award,
          stock appreciation right or similar right, or the lapse or termination
          of any restriction on or the vesting or  exercisability  of any of the
          foregoing (a "Severance Payment"),  would be subject to the excise tax
          imposed  by  Section  4999 of the  Code  (or any  successor  provision
          thereto) by reason of being  "contingent  on a change in  ownership or
          control" of the  Company,  within the  meaning of Section  280G of the
          Code  (or any  successor  provision  thereto)  or to any  similar  tax
          imposed by state or local  law,  or any  interest  or  penalties  with
          respect to such excise tax (such tax or taxes,  together with any such
          interest and penalties,  are hereafter collectively referred to as the
          "Excise  Tax"),  then  Executive  shall receive the greater of (x) the
          aggregate amount of the Severance Payments, after payment by Executive
          of the Excise Tax imposed on the aggregate Severance Payments, and (y)
          the aggregate amount of the Severance  Payments which could be paid to
          Executive  under Section 280G of the Code without  causing any loss of
          deduction to the Company under such Section (the "Capped Payments").


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<PAGE>

               (B) Subject to the provisions of Section 8(d)(iii)(A) hereof, all
          determinations  required to be made under this Section 8(d), including
          whether an Excise Tax is payable by  Executive  and the amount of such
          Excise  Tax,  shall  be  made  by the  nationally  recognized  firm of
          certified  public  accountants  (the  "Accounting  Firm")  used by the
          Company  prior to the  "change in  ownership  or control  (or, if such
          Accounting  Firm  declines to serve,  the  Accounting  Firm shall be a
          nationally recognized firm of certified public accountants selected by
          Executive).  The  Accounting  Firm shall be directed by the Company or
          Executive  to  submit  its  preliminary   determination  and  detailed
          supporting  calculations  to both the Company and Executive  within 15
          calendar days after the date of Executive's termination of employment,
          if applicable, and any other such time or times as may be requested by
          the Company or Executive.  If the Accounting  Firm determines that any
          Excise Tax is payable by Executive,  the Company shall either (x) make
          payment  of the  Severance  Payments,  less all  amounts  withheld  in
          respect of the Excise  Tax,  as  required  by  applicable  law, or (y)
          reduce  the  Severance  Payments  by the  amount  which,  based on the
          Accounting  Firm's  determination  and  calculations,   would  provide
          Executive with the Capped Payments,  and pay to Executive such reduced
          amounts.  If the  Accounting  Firm  determines  that no Excise  Tax is
          payable  by  Executive,  it shall,  at the same time as it makes  such
          determination,   furnish   Executive  with  an  opinion  that  he  has
          substantial  authority  not to report any  Excise Tax on his  federal,
          state,  local income or other tax return. All fees and expenses of the
          Accounting  Firm shall be paid by the Company in  connection  with the
          calculations required by this Section.

               (C) The  federal,  state  and local  income or other tax  returns
          filed by  Executive  (or any filing made by a  consolidated  tax group
          which  includes  the  Company)  shall  be  prepared  and  filed  on  a
          consistent  basis with the  determination  of the Accounting Firm with
          respect to the Excise Tax payable by Executive.  Executive  shall make
          proper  payment of the amount of any Excise Tax, and at the request of
          the Company,  provide to the Company true and correct copies (with any
          amendments)  of his  federal  income  tax  return  as  filed  with the
          Internal  Revenue  Service  and  corresponding  state  and  local  tax
          returns,  if relevant,  as filed with the applicable taxing authority,
          and  such  other  documents   reasonably  requested  by  the  Company,
          evidencing such payment.

     e. Notice of  Termination.  Any purported  termination of employment by the
Company  or by  Executive  (other  than  due  to  Executive's  death)  shall  be
communicated  by written  Notice of  Termination  to the other  party  hereto in
accordance with Section 13(h) hereof. For purposes of this Agreement,  a "Notice
of  Termination"   shall  mean  a  notice  which  shall  indicate  the  specific
termination  provision  in this  Agreement  relied  upon and  shall set forth in
reasonable  detail  the facts and  circumstances  claimed to provide a basis for
termination of employment under the provision so indicated.

     f. Board/Committee Resignation; Execution of Release of all Claims.

          (i)  Upon  termination  of  Executive's  employment  for  any  reason,
     Executive  agrees to resign,  as of the date of such termination and to the
     extent  applicable,  from the Board (and any  committees  thereof)  and the
     board of directors  (and any  committees  thereof) of any of the  Company's
     subsidiaries or affiliates.

          (ii) Upon  termination of Executive's  employment for any reason other
     than death or Disability, Executive agrees to execute a release of all then
     existing  claims  against  the  Company,   its  subsidiaries,   affiliates,
     shareholders,  directors,  officers, employees and agents.  Notwithstanding
     anything set forth in this Agreement to the contrary,  upon  termination of
     Executive's  employment  for any reason  other  than  death or  Disability,
     Executive  shall not  receive  any  payments or benefits to which he may be
     entitled  hereunder (other than those which by law cannot be subject to the
     execution of a release,  which shall be paid without  regard to any release
     either (A) at the time when due, or (B) as of Executive's Termination Date,
     if the specific payment or benefit is subject to Section 409A and a payment
     date  sufficient to satisfy  Section 409A is not otherwise  stated for such
     payment or benefit) unless Executive satisfies the release  requirements of
     this Section 8(f)(ii).  The release required by this Section 8(f)(ii) shall
     be provided to the Executive not later than the Termination Date. To comply
     with this  Section  8(f)(ii),  Executive  must sign and return the  release
     within 45 days of the  Termination  Date,  and Executive must not revoke it
     during a seven-day revocation period that begins when the release is signed
     and  returned  to the  Company.  Then  following  the  expiration  of  this
     revocation  period,  there shall occur the "Expiration  Date," which is the
     53rd day following the Executive's termination of employment.


                                       9
<PAGE>

     9. Non-Competition/Non-Solicitation/Non-Disparagement.

          a. Executive acknowledges and recognizes the highly competitive nature
     of the businesses of the Employer and its affiliates and accordingly agrees
     that,  during the  Employment  Term and, for a period of one year following
     any termination of Executive's employment with the Company (the "Restricted
     Period"),  Executive  will not,  whether  on  Executive's  own behalf or on
     behalf of or in  conjunction  with any  person,  firm,  partnership,  joint
     venture, association, corporation or other business organization, entity or
     enterprise  whatsoever  ("Person"),  directly or  indirectly  engage in any
     business  that  directly or  indirectly  competes  with the business of the
     Company,  or  otherwise  engage in  competition  with the Company  which is
     materially detrimental to the Company;

               (i) During the Restricted Period,  Executive will not, whether on
          Executive's  own  behalf or on behalf  of or in  conjunction  with any
          Person, directly or indirectly:

                    (A) solicit or encourage  any employee of the Company or its
               affiliates  to  leave  the  employment  of  the  Company  or  its
               affiliates; or

                    (B) hire any such  employee  who was employed by the Company
               or its  affiliates as of the date of  Executive's  termination of
               employment  with the  Company or who left the  employment  of the
               Company or its  affiliates  coincident  with,  or within one year
               prior to or after, the termination of Executive's employment with
               the Company.

          b. Executive shall not at any time issue any press release or make any
     public  statement  about the Company or any  director,  officer,  employee,
     successor, parent, subsidiary or agent or representative of, or attorney to
     the Company (any of the foregoing, a "Company Affiliate") regarding (i) any
     of the foregoing's financial status, business,  services, business methods,
     compliance  with laws, or ethics or otherwise,  or (ii)  regarding  Company
     personnel,  directors,  officers, employees,  attorneys, agents, including,
     without limitation,  in respect of both clauses (i) and (ii), any statement
     that is  intended  or  reasonably  likely to  disparage  the Company or any
     Company Affiliate,  or otherwise degrade any Company Affiliate's reputation
     in the  business,  industry or legal  community  in which any such  Company
     Affiliate  operates;  provided,  that,  Executive shall be permitted to (a)
     make any statement that is required by applicable  securities or other laws
     to be included in a filing or disclosure document,  subject to prior notice
     to the Company  thereof,  and (b) defend himself against any statement made
     by the Company or any  Company  Affiliate  that is  intended or  reasonably
     likely to disparage  or otherwise  degrade  Executive's  reputation  in the
     business,  industry or legal community in which Executive operates, only if
     Executive  reasonably believes that the statements made in such defense are
     not  false  statements  and (c)  provide  truthful  testimony  in any legal
     proceeding.


                                       10
<PAGE>

          c. It is expressly  understood and agreed that although  Executive and
     the Company  consider  the  restrictions  contained in this Section 9 to be
     reasonable,  if a final  judicial  determination  is  made  by a  court  of
     competent  jurisdiction that the time or territory or any other restriction
     contained  in  this  Agreement  is  an  unenforceable  restriction  against
     Executive,  the provisions of this Agreement shall not be rendered void but
     shall be deemed  amended to apply as to such maximum time and territory and
     to such maximum extent as such court may  judicially  determine or indicate
     to be enforceable.  Alternatively,  if any court of competent  jurisdiction
     finds that any  restriction  contained in this Agreement is  unenforceable,
     and such restriction  cannot be amended so as to make it enforceable,  such
     finding  shall  not  affect  the   enforceability   of  any  of  the  other
     restrictions contained herein.

     10. Confidentiality.

          a. Executive will not at any time (whether during or after Executive's
     employment with the Company) (x) retain or use for the benefit, purposes or
     account of Executive or any other Person; or (y) disclose, divulge, reveal,
     communicate,  share,  transfer or provide  access to any Person outside the
     Company   (other  than  its   professional   advisers   who  are  bound  by
     confidentiality obligations),  any non-public,  proprietary or confidential
     information -- including without limitation rates, trade secrets, know-how,
     research  and  development,  software,  databases,  inventions,  processes,
     formulae,  technology, designs and other intellectual property, information
     concerning  finances,  investments,   profits,  pricing,  costs,  products,
     services,  vendors,  customers,  clients, partners,  investors,  personnel,
     compensation,   recruiting,   training,   advertising,   sales,  marketing,
     promotions,   government  and   regulatory   activities  and  approvals  --
     concerning the past, current or future business,  activities and operations
     of the Company,  its subsidiaries or affiliates and/or any third party that
     has  disclosed  or provided  any of same to the  Company on a  confidential
     basis ("Confidential  Information") without the prior written authorization
     of the Board.

          b.  "Confidential  Information" shall not include any information that
     is (a) generally known to the industry or the public other than as a result
     of   Executive's   breach  of  this   covenant   or  any  breach  of  other
     confidentiality   obligations  by  third  parties;  (b)  made  legitimately
     available   to  Executive   by  a  third  party   without   breach  of  any
     confidentiality  obligation;  or  (c)  required  by  law  to be  disclosed;
     provided that Executive  shall give prompt written notice to the Company of
     such  requirement,  disclose no more information  than is so required,  and
     cooperate with any attempts by the Company to obtain a protective  order or
     similar treatment.

          c. Except as required by law,  Executive  will not disclose to anyone,
     other than Executive's  immediate  family and legal or financial  advisors,
     the existence or contents of this  Agreement;  provided that  Executive may
     disclose to any prospective future employer the provisions of Section 9 and
     10 of this  Agreement  provided  that  such  potential  employer  agrees to
     maintain the confidentiality of such terms.

          d. Upon termination of Executive's employment with the Company for any
     reason,  Executive  shall  immediately  destroy,  delete,  or return to the
     Company,  at the Company's option,  all originals and copies in any form or
     medium (including memoranda,  books, papers, plans, computer files, letters
     and other data) in Executive's  possession or control (including any of the
     foregoing stored or located in Executive's  office,  home,  laptop or other
     computer,  whether  or not  Company  property)  that  contain  Confidential
     Information  or  otherwise  relate  to the  business  of the  Company,  its
     affiliates  and  subsidiaries,  except that Executive may retain only those
     portions of any personal  notes,  notebooks and diaries that do not contain
     any Confidential Information.

                                       11
<PAGE>

          e. The provisions of this Section 10 shall survive the  termination of
     Executive's employment for any reason.


     11.  Specific  Performance.  Executive  acknowledges  and  agrees  that the
Employer's  remedies  at law for a breach  or  threatened  breach  of any of the
provisions of Section 9 or Section 10 of this Agreement  would be inadequate and
the  Company  would  suffer  irreparable  damages as a result of such  breach or
threatened  breach.  In recognition of this fact,  Executive agrees that, in the
event of such a breach or threatened breach, in addition to any remedies at law,
the  Company,  without  posting any bond,  shall be entitled to cease making any
payments or  providing  any benefit  otherwise  required by this  Agreement  and
obtain  equitable  relief  in  the  form  of  specific  performance,   temporary
restraining  order,  temporary or permanent  injunction  or any other  equitable
remedy which may then be available.

     12.  Arbitration.  Except as  provided  in Section  11,  any other  dispute
arising out of or asserting breach of this Agreement, or any statutory or common
law claim by Executive  relating to his  employment  under this Agreement or the
termination  thereof  (including  any tort or  discrimination  claim),  shall be
exclusively  resolved by binding  statutory  arbitration in accordance  with the
Employment  Dispute  Resolution Rules of the American  Arbitration  Association.
Such  arbitration  process  shall take place in New York,  New York.  A court of
competent jurisdiction may enter judgment upon the arbitrator's award. All costs
and expenses of arbitration  (including fees and disbursements of counsel) shall
be borne by the respective party incurring such costs and expenses.

     13. Miscellaneous.

          a. Governing Law. This Agreement shall be governed by and construed in
     accordance  with the laws of the State of  Connecticut,  without  regard to
     conflicts of laws principles thereof.

          b. Entire  Agreement/Amendments.  This  Agreement  contains the entire
     understanding of the parties with respect to the employment of Executive by
     the Company. There are no restrictions,  agreements,  promises, warranties,
     covenants or  undertakings  between the parties with respect to the subject
     matter herein other than those  expressly set forth herein.  This Agreement
     may not be altered, modified or amended except by written instrument signed
     by the parties hereto.

          c. No Waiver.  The failure of a party to insist upon strict  adherence
     to any term of this  Agreement  on any occasion  shall not be  considered a
     waiver of such party's rights or deprive such party of the right thereafter
     to insist  upon  strict  adherence  to that term or any other  term of this
     Agreement.

          d.  Severability.  In the event that any one or more of the provisions
     of this Agreement shall be or become invalid,  illegal or  unenforceable in
     any respect,  the validity,  legality and  enforceability  of the remaining
     provisions of this Agreement shall not be affected thereby.

          e.  Assignment.  This  Agreement,  and all of  Executive's  rights and
     duties  hereunder,  shall not be assignable or delegable by Executive.  Any
     purported  assignment  or  delegation  by  Executive  in  violation  of the
     foregoing shall be null and void ab initio and of no force and effect. This
     Agreement  may be assigned by the Company to a person or entity which is an
     affiliate or a successor in interest to  substantially  all of the business
     operations of the Company. Upon such assignment, the rights and obligations
     of the Company  hereunder  shall become the rights and  obligations of such
     affiliate or successor person or entity.


                                       12
<PAGE>

          f. Set Off; Mitigation.  The Company's obligation to pay Executive the
     amounts provided and to make the arrangements  provided  hereunder shall be
     subject to set-off, counterclaim or recoupment of amounts owed by Executive
     to the  Company  or its  affiliates.  Executive  shall not be  required  to
     mitigate the amount of any payment  provided for pursuant to this Agreement
     by seeking  other  employment  or  otherwise  and the amount of any payment
     provided  for  pursuant  to this  Agreement  shall  not be  reduced  by any
     compensation  earned  as  a  result  of  Executive's  other  employment  or
     otherwise.

          g. Successors;  Binding  Agreement.  This Agreement shall inure to the
     benefit  of and be  binding  upon  the  Company  and its  subsidiaries  and
     Executive   and  any   personal   or  legal   representatives,   executors,
     administrators,  successors,  assigns,  heirs,  distributees,  devisees and
     legatees.  Further, the Company will require any successor (whether, direct
     or indirect,  by purchase,  merger,  consolidation  or otherwise) to all or
     substantially  all of the business  and/or  assets of the Company to assume
     expressly and agree to perform this Agreement in the same manner and to the
     same  extent  that the  Company  would be required to perform it if no such
     succession had taken place. As used in this Agreement, "Company" shall mean
     the  Company and any  successor  to its  business  and/or  assets  which is
     required  by this  Section  13(g)  to  assume  and  agree to  perform  this
     Agreement or which otherwise  assumes and agrees to perform this Agreement;
     provided,  however,  in the event that any successor,  as described  above,
     agrees to assume this Agreement in accordance with the preceding  sentence,
     as of the date such successor so assumes this Agreement,  the Company shall
     cease to be liable for any of the obligations contained in this Agreement.

          h. Notice.  For the purpose of this  Agreement,  notices and all other
     communications  provided for in the Agreement shall be in writing and shall
     be deemed  to have been duly  given  when  delivered  by hand or  overnight
     courier or three days after it has been mailed by United States  registered
     mail,  return  receipt  requested,   postage  prepaid,   addressed  to  the
     respective  addresses set forth below in this  Agreement,  or to such other
     address  as either  party may have  furnished  to the other in  writing  in
     accordance  herewith,  except  that  notice of change of  address  shall be
     effective only upon receipt.

         If to the Company:

          Frontier Communications Corporation
          Three High Ridge Park
          Building 3
          Stamford, Connecticut 06905
          Attention:  Hilary E. Glassman, Esq.

          If to Executive:

          To the most recent  address of  Executive  set forth in the  personnel
     records of the Company.

          i.  Executive  Representation.  Executive  hereby  represents  to  the
     Company that the execution and delivery of this  Agreement by Executive and
     the  Company  and  the  performance  by  Executive  of  Executive's  duties
     hereunder  shall not constitute a breach of, or otherwise  contravene,  the
     terms of any  employment  agreement  or other  agreement or policy to which
     Executive is a party or otherwise bound.


                                       13
<PAGE>

          j. Prior  Agreements.  This Agreement  supercedes all prior agreements
     and understandings  (including verbal agreements) between Executive and the
     Company  and/or  its  affiliates  regarding  the  terms and  conditions  of
     Executive's employment with the Company and/or its affiliates.

          k.  Cooperation.   Executive  shall  provide  Executive's   reasonable
     cooperation in connection with any action or proceeding (or any appeal from
     any  action  or  proceeding)  which  relates  to  events  occurring  during
     Executive's   employment  hereunder.   This  provision  shall  survive  any
     termination of this Agreement.

          l.  Withholding  Taxes.  The  Company  may  withhold  from any amounts
     payable under this Agreement such Federal,  state and local taxes as may be
     required to be withheld pursuant to any applicable law or regulation.

          m.   Expense   Reimbursements.   To  the  extent   that  any   expense
     reimbursement provided for by this Agreement does not qualify for exclusion
     from Federal income taxation,  the Company will make the reimbursement only
     if  Executive  incurs  the  corresponding  expense  during the term of this
     Agreement  and  submits the  request  for  reimbursement  no later than two
     months prior to the last day of the calendar  year  following  the calendar
     year in which the  expense  was  incurred  so that the Company can make the
     reimbursement  on or before the last day of the calendar year following the
     calendar  year in which the  expense was  incurred;  the amount of expenses
     eligible for such reimbursement  during a calendar year will not affect the
     amount of expenses  eligible  for such  reimbursement  in another  calendar
     year; and the right to such  reimbursement is not subject to liquidation or
     exchange for another benefit from the Company.

          n. Meaning of Termination of Employment. Solely as necessary to comply
     with  Section  409A and to this extent for  purposes  of Section  8(b)(ii),
     Section 8(b)(iii),  Section 8(c)(iii),  Section 8(d)(i),  Section 8(f)(ii),
     Section 13(o),  Section 13(p) and any other provision where this definition
     is specifically referenced, "termination of employment" shall have the same
     meaning as "separation from service" under Section  409A(a)(2)(A)(i) of the
     Code.  In addition,  to avoid having such a separation  from service  occur
     after the  Executive's  termination of employment,  the Executive shall not
     have  (after  the  Executive's  termination  of  employment)  any duties or
     responsibilities  that are inconsistent  with the termination of employment
     being  treated  as such a  separation  from  service as of the date of such
     termination.

          o.  Installment  Payments.  For purposes of Section  8(b)(ii)(B)  with
     respect to amounts  payable in the event of  termination  of  employment on
     account of  Disability  and  Section  8(c)(iii)(C)  with  respect to amount
     payable  in the  event of  termination  of  Executive's  employment  by the
     Company  without  Cause or by  Executive  for Good  Reason or  Constructive
     Termination  Event,  each such  payment  is a separate  payment  within the
     meaning of the final  regulations  under  Section  409A.  Each such payment
     shall be subject to delay in accordance  with Section 13(p) below except to
     the extent a payment can be  considered in good faith (i) to be exempt from
     Section  409A as a  short-term  deferral  within  the  meaning of the final
     regulations  under  Section  409A, or (ii) to be exempt under the two-times
     exception of Treasury Reg. ss.  1.409A-1(b)(9)(iii) up to the limitation on
     the availability of such exception specified in such regulation.


                                       14
<PAGE>

          p. Section 409A. This Agreement will be construed and  administered to
     preserve the  exemption (if any) from Section 409A of payments that qualify
     as a short-term deferral or that qualify for the two-times exception.  With
     respect to other  amounts that are subject to Section 409A, it is intended,
     and this  Agreement  will be so  construed,  that any such amounts  payable
     under  this  Agreement  and  the  Company's  and  Executive's  exercise  of
     authority  or  discretion  hereunder  shall comply with the  provisions  of
     Section 409A and the  treasury  regulations  relating  thereto so as not to
     subject Executive to the payment of interest and additional tax that may be
     imposed  under  Section  409A.  As a result,  in the event  Executive  is a
     "specified  employee" on the date of Executive's  termination of employment
     (with  such  status  determined  by the  Company in  accordance  with rules
     established by the Company in writing in advance of the "specified employee
     identification date" that relates to the date of Executive's termination of
     employment  or, if later,  by December 31, 2008,  or in the absence of such
     rules  established by the Company,  under the default rules for identifying
     specified  employees  under Section  409A),  any payment that is subject to
     Section 409A, that is payable to Executive in connection  with  Executive's
     termination of employment,  shall not be paid earlier than six months after
     such  termination  of  employment  (if  Executive  dies  after  the date of
     Executive's termination of employment but before any payment has been made,
     such  remaining  payments that were or could have been delayed will be paid
     to Executive's estate without regard to such six-month delay). This Section
     13(p) is an absolutely  superseding  provision under this  Agreement.  This
     means that it will apply  notwithstanding other provisions in the Agreement
     that  permit or require  payment at an  earlier  time (and  notwithstanding
     terms in such  other  provisions  that may  provide  for their  application
     without regard to other provisions of the Agreement).

          q. Counterparts. This Agreement may be signed in counterparts, each of
     which  shall be an  original,  with the same  effect  as if the  signatures
     thereto and hereto were upon the same instrument.



                                       15
<PAGE>


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


THE COMPANY:

Frontier Communications Corporation


By:/s/ Cecilia K. McKenney
   --------------------------------------------------
Name:  Cecilia K. McKenney
Title:  EVP, HR & Call Center Sales & Services


EXECUTIVE:


/s/ Robert Larson
----------------------------------------
Robert Larson





                                       16