Exhibit 10.14

                          AMENDED EMPLOYMENT AGREEMENT

                               Mary A. Wilderotter


     This AMENDED EMPLOYMENT AGREEMENT (the "Agreement") is dated as of December
29,  2008  (the  "Effective  Date")  by  and  between  Frontier   Communications
Corporation (the "Company") and Mary A. Wilderotter ("Executive").

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

     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 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 90 days
prior to such last day or anniversary.  A written notice of non-renewal given by
the  Company  to the  Executive  shall be  considered  a Notice  of  Termination
(pursuant to Section 8(e) of this  Agreement) of a termination  without Cause by
the Company and shall constitute a termination  without Cause under Section 8(c)
of this  Agreement at the  expiration of such  Employment  Term for all purposes
hereunder.

     2. Position.

     a. During the Employment Term, Executive shall serve as President and Chief
Executive Officer of the Company and shall report directly to the Board. In such
position,  Executive shall have such duties and authority  commensurate with the
position of chief executive  officer of a company of similar size and nature. As
soon as practicable after the Original Effective Date,  Executive shall become a
member of the Board.


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     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 (i) 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,  or (ii) from  making  personal or family  investments;  provided,
however,  in each case under this Section 2(b)(i) or (ii) that such  activities,
in the  aggregate,  do  not  conflict  or  interfere  with  the  performance  of
Executive's duties hereunder or conflict with Section 10 of this Agreement.

     3. Base Salary. During the Employment Term, the Company shall pay Executive
a base  salary at the annual  rate of  $700,000,  payable  by  payroll  check 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
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 cash bonus award (an "Annual  Bonus"),  payable by payroll check,
with a  target  bonus  amount  equal  to 100% 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;
provided,  however,  that in no event  shall the Annual  Bonus in respect of the
2004 calendar year be less than  $700,000.  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  senior  executive  officers  of the  Company are paid their
annual bonuses for such calendar year.

     5. Long-Term Incentive. As soon as practicable after the Original Effective
Date, Executive shall upon commencement of her employment  hereunder,  receive a
grant of  150,000  restricted  shares of  Common  Stock  (with the other  grants
hereunder, the "Restricted Shares"). With respect to each fiscal year during the
Employment  Term after 2004, the Company shall grant no later than each March of
the  following  year  (commencing  with  March,  2006) to  Executive a number of
Restricted  Shares  with an  aggregate  value on the date of each grant equal to
between $1,000,000 and $2,000,000,  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 20%  (25%,  commencing  with  the  grant  in
February, 2007) of the shares initially granted, on each anniversary of the date
of grant  and  shall be fully  vested  and 100%  non-forfeitable  upon the fifth
anniversary (fourth anniversary, commencing with the grant in February, 2007) of
the date of grant;  provided,  however,  that  Executive  shall be  entitled  to
participate  in any program  the Company  maintains  to allow  employees  to use
vested shares for the payment of applicable taxes at the time of such vesting.


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<PAGE>

     6. Employee Benefits; Business Expenses.

     a.  Employee  Benefits.  During the  Employment  Term,  Executive  (and her
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 senior  executives of the Company,  at a
level of participation commensurate with her position.

     b. Business Expenses and Perquisites.

          (i) 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.

          (ii)  Perquisites.  During the  Employment  Term,  Executive  shall be
     entitled to receive such  perquisites  as are generally  made  available to
     other senior executives of the Company at a level that is commensurate with
     her position.

     7.  Relocation  Period.  During  the  period  commencing  on  the  Original
Effective  Date and  ending no later  than the first  anniversary  thereof  (the
"Relocation   Period"),   Executive  is  expected  to  arrange  relocation  from
California  to  Connecticut  on a  permanent  basis for her,  her spouse and her
dependents.  The Company shall,  during the Relocation  Period, pay or reimburse
Executive for all  reasonable  expenses  incurred for temporary  housing,  local
ground transportation, travel to and from California for her, her spouse and her
dependents,  closing costs and moving  expenses in connection  with the purchase
and sale of permanent housing and other costs and expenses during the Relocation
Period  related to her  maintaining  a  residence  separate  from her family and
relocating to  Connecticut;  provided,  however,  that no later than November 1,
2005,  Executive shall have relocated to Connecticut and no further payments for
expenses  under this Section 7 that are incurred after the end of the Relocation
Period  shall  be borne by the  Company.  The  Company  shall  pay or  reimburse
Executive  under this Section 7 for all costs and expenses  incurred  during the
Relocation Period in an aggregate amount up to $500,000.

     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 (30 days if such resignation is for "Good
Reason" (as hereinafter  defined)).  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.

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


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<PAGE>

          (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. For purposes of this Agreement,
     a failure by  Executive  to have  effected  a  relocation  to  Connecticut,
     reasonably acceptable to the Board before November 1, 2005, shall be deemed
     to be a  resignation  without  Good Reason by  Executive  for all  purposes
     hereunder,  effective  as of November 1, 2005;  provided,  however,  if the
     Board does not accept that such  relocation has occurred before November 1,
     2005,  Executive shall be given written notice of that fact by the Board as
     soon as reasonably  practicable upon such  determination and the resolution
     of such issue  shall be dealt with  using the same  procedures  as would be
     used in the last two sentences of Section 8(a)(ii).

          (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 her material  duties  (provided  such
     duties are 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 a material  provision 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 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. Any determination that Executive has engaged
     in conduct for which the Board wishes to terminate  Executive's  employment
     shall be made after a meeting of the nonemployee  directors of the Board at
     which Executive shall be invited to appear, with counsel, to respond to the
     allegations  set  forth in the  written  notice  to the  Executive  of such
     meeting  (which  notice  shall  provide  sufficient  specificity  to  allow
     Executive  to respond to such  allegations).  The Board may  terminate  the
     Executive  for  "Cause"  hereunder  following  such  meeting  only upon the
     affirmative vote of at least 60 percent of the nonemployee directors.

          (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 senior  executive  officers
of the Company are paid their annual bonuses for any such year;


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<PAGE>

     (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

     (E) such  Employee  Benefits,  if any, to which  Executive  may be entitled
under the applicable Company Plans or hereunder (including,  without limitation,
if applicable,  any Restricted Shares) 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
     consecutive months or for an aggregate of nine months in any 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 only
be subject to the six-month delay to the extent  applicable  under Section 13(o)
and (p));

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<PAGE>


     (C) a pro rata portion of the Annual Bonus, equal to the product of (I) the
Annual Bonus that Executive  would have received  pursuant to the Incentive Plan
for the calendar year of Executive's termination of employment if her employment
had  continued  indefinitely,  and (II) a fraction  whose  numerator  equals the
number of days the Executive was employed during such year and whose denominator
is 365,  payable as a cash lump sum no later than permitted  under the Incentive
Plan and no later  than the date that other  senior  executive  officers  of the
Company are paid their annual bonuses for such year; 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 all options  granted to Executive that are not vested as of such date
shall become vested and fully  exercisable,  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 her  Disability)  and  Executive's  spouse with  medical,  dental,  life
     insurance  and other health  benefits  (pursuant to the same Company  Plans
     that are medical, dental, life insurance and other 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.

     (A) To the extent that such  medical,  dental or other 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.


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<PAGE>

     (B) To the extent that such  medical,  dental or other health  benefit plan
coverage 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) and Section 8(g),  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  with 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 her death or  Disability)  or (B) by Executive with Good
     Reason (as defined below).

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

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

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

     (C) a material  relocation of Executive's  principal office  location,  for
this  purpose,  a  relocation  more than 50 miles from the  Company's  Stamford,
Connecticut headquarters area will be automatically deemed material, or

     (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 existence of the event or circumstances  constituting  Good Reason
specified in any of the preceding clauses,  which notice must be provided to the
Board  within 90 days after  Executive  learns of the initial  existence of such
event or  circumstances  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  with
     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)):


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     (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 only to the extent applicable
under Section 13(o) and (p)); provided, however, that 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 medical,  dental,  life  insurance  and other  health
benefits  (pursuant to the same Company  Plans that are  medical,  dental,  life
insurance  and other  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  medical,  dental or other 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):

               (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

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<PAGE>

               (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 medical,  dental or other health  benefit
     plan coverage 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,  non-forfeitable and fully exercisable
on the  Expiration  Date,  and  Executive  shall not be  entitled to any further
annual grants of Restricted Shares under Section 5 of this Agreement.

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 with Good Reason,  except as set
forth in Section  8(c)(iii)  above and  Section  8(g),  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 her employment as
     a result of: (A) any material decrease by the Company of the Base Salary or
     Target Bonus;  (B) any material  decrease in  Executive's  pension  benefit
     opportunities  or  any  material   diminution  in  the  aggregate  employee
     benefits;   or  (C)  any  material  diminution  in  Executive's   reporting
     relationships,  duties or responsibilities - including, without limitation,
     ceasing to be a chief executive  officer who reports  directly to the board
     of  directors  of a  public  company  (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
     existence  of the  event or  circumstances  constituting  the  Constructive
     Termination  Event,  which  notice must be provided to the Board  within 90
     days  after  Executive  learns of the  initial  existence  of such event or
     circumstances with sufficient specificity from Executive for the Company to
     respond to such claim,  and (Y) Executive  terminates  employment  with the
     Company  within  two years  after the  initial  existence  of such event or
     circumstances.  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).


                                       9
<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");  provided,  however,  that if the aggregate  amount in
clause (x) of this  subparagraph  (A) is at least 125% of the  aggregate  amount
determined  under clause (y) of this  subparagraph  (A), the Company  shall make
additional  payments (each, a "Gross-Up  Payment") to Executive such that, after
payment  of all  Excise  Taxes and any other  taxes  payable  in respect of such
Gross-Up Payment, Executive shall retain the same amount as if no Excise Tax had
been imposed.  Notwithstanding the preceding sentence,  the Company's obligation
to make a Gross-Up  Payment shall be subject to Executive's  satisfaction of the
release  requirements  set forth in Section  8(f)(ii) to the extent the Gross-Up
Payment is related to a Severance  Payment that is payable upon  termination  of
Executive's  employment.  If the  Executive  will be paid  the  Capped  Payments
pursuant to clause (y) of this subparagraph (A), then the Executive's  aggregate
Severance  Payments  shall be reduced in the following  order (i) cash severance
pay that is exempt from  Section  409A,  (ii) any lump sum  described in Section
8(c)(iii)(C)(I)(2),  (iii) any other  cash  severance  pay,  (iv) any other cash
payable that is a Severance Payment other than stock  appreciation  rights,  (v)
any stock  appreciation  rights,  (vi) any  restricted  stock,  and (vii)  stock
options.

                                       10
<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  relevant  "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, if applicable,  the Gross-Up Payment) or (y) reduce the Severance  Payments
(as  described in the last  sentence of  subparagraph  (A) above) by the amounts
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 she has  substantial  authority not to report any
Excise Tax on her 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) If the Company is obligated to make a Gross-Up Payment, it will be paid
to Executive,  or remitted by the Company to the  appropriate tax authorities to
the extent  subject to  withholding,  in a lump sum (I) in the case of  Gross-Up
Payment  that is  subject  to the  release  requirements  set  forth in  Section
8(f)(ii),  on the  later of (x) the date  that the  Excise  Tax is due  (through
withholding or otherwise) or (y) the first day following the Expiration Date, or
(II) in the case of any other Gross-Up Payment,  on the date that the Excise Tax
is due  (through  withholding  or  otherwise),  but  subject in each case to any
six-month delay that is applicable in accordance with Section 13(p).


                                       11
<PAGE>

     (D) 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 her 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) It is possible  that,  after the  determinations  made pursuant to this
Section  8(d)(iii),  Executive  will  receive  Severance  Payments  and Gross-Up
Payments  that are,  in the  aggregate,  either  more or less  than the  amounts
provided in subparagraph (A) of this Section 8(d)(iii) (hereafter referred to as
an "Excess  Payment" or  "Underpayment",  respectively).  If it is  established,
pursuant  to a final  determination  of a court or an Internal  Revenue  Service
proceeding,  that an Excess Payment has been made,  then Executive  shall refund
the  Excess  Payment  to the  Company  promptly  on  demand,  together  with  an
additional payment in an amount equal to the product obtained by multiplying the
Excess  Payment times the  applicable  annual federal rate (as determined in and
under  Section  1274(d) of the Code)  times a fraction  whose  numerator  is the
number of days  elapsed  from the date of  Executive's  receipt  of such  Excess
Payment  through  the date of such refund and whose  denominator  is 365. In the
event that it is determined (x) by arbitration  under Section 12 below, (y) by a
court of competent  jurisdiction,  or (z) by the Accounting Firm upon request by
Executive or the Company,  that an Underpayment has occurred,  the Company shall
pay an amount  equal to the  Underpayment  to  Executive  within 10 days of such
determination  together  with an  additional  payment in an amount  equal to the
product  obtained by multiplying the  Underpayment  times the applicable  annual
federal rate (as  determined in and under  Section  1274(d) of the Code) times a
fraction  whose  numerator  is the number of days  elapsed  from the date of the
Underpayment through the date of such payment and whose denominator is 365.

     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.

                                       12
<PAGE>

          (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 in  relation to
     claims  relating to or arising out of her employment or the business of the
     Company; provided,  however, that any such release shall not bar or prevent
     Executive from responding to any litigation or other  proceeding  initiated
     by a released party and asserting any claim or counterclaim she has in such
     litigation  or other  proceeding as if no such release had been given as to
     such party,  nor shall it bar Executive from claiming her rights that arise
     under, or that are preserved by, this Agreement.  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 she 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 and shall
     be  substantially  identical to the release  attached to this  Agreement as
     Exhibit A. 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.

     g. Indemnification.  While employed hereunder and thereafter,  with respect
to the  period  during  which she was  employed  hereunder,  Executive  shall be
indemnified  by the  Company to the fullest  extent  permitted  by its  charter,
by-laws or the terms of any insurance or other  indemnity  policy  applicable to
officers  or  directors  of the  Company  (including  any rights to  advances or
reimbursement  of  legal  fees  thereunder).  The  Company  shall  provide  that
Executive's right to  indemnification  hereunder by the Company or any insurance
or  indemnity  policy  shall at no time be less than the right of any officer or
director of the Company,  in the same or similar  circumstances.  The  Company's
obligation  under this Section 8(g) shall survive any termination of Executive's
employment hereunder or the expiration or termination of this Agreement.

     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 in any material way with the primary business of
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:


                                       13
<PAGE>

     (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,  that, in either case, 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 and,
the  Company  shall not at any time  issue any press  release or make any public
statement about Executive or her spouse that is intended or reasonably likely to
disparage Executive's reputation in the business, industry or legal community or
otherwise  degrade  her  or his  reputation  or  standing  in  their  community;
provided,  that,  Executive  and the Company  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  other
thereof,  and (b) defend  herself or itself  against any  statement  made by the
other  party  (including  those made by any Company  Affiliate  or by any person
affiliated  with the  Executive  or her spouse)  that is intended or  reasonably
likely to disparage or otherwise degrade that party's reputation,  only if there
is a reasonable  belief that the  statements  made in such defense are not false
statements,  (c) while employed as an officer of the Company, make any statement
that  Executive  determines  in good faith is  necessary or  appropriate  to the
discharge of her duties as an officer of the Company,  and (d) provide  truthful
testimony in any legal proceeding.

     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)  (i) retain or use for the  benefit,  purposes or
account of  Executive or any other  Person;  or (ii) other than in the course of
performing  services  for the  Company  and in  accordance  with  the  Company's
policies  from time to time,  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.

                                      14
<PAGE>

     b. "Confidential Information" shall not include any information that is (i)
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;  (ii)  after  Executive's  employment  with the
Company,  made  legitimately  available to  Executive  by a third party  without
breach  of  any  confidentiality  obligation;  or  (iii)  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. 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 any material aspects of the business (that are not otherwise available
to the public) of the Company,  its  affiliates  and  subsidiaries,  except that
Executive  may retain only those  portions  of any  documents,  personal  notes,
notebooks and diaries that do not contain any Confidential Information.

     d. 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. In the event of an alleged breach of Section
9(b) by the Company,  Executive shall not be required to post a bond in order to
seek equitable relief or any other equitable remedy.


                                      15
<PAGE>

     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 her  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,  unless the
arbitrator  shall  award  costs and  expenses  to the  prevailing  party in such
arbitration.

     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.

     f. Set Off;  Mitigation.  The  Company's  obligation  to pay  Executive the
amounts  provided and to make the arrangements  provided  hereunder shall not be
subject to set-off,  counterclaim  or recoupment of amounts owed by Executive to
the Company or its affiliates,  other than any amounts due and owing as provided
for under  Section  8(c)(iii)(C)  hereof.  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.


                                      16
<PAGE>

     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.

         With a copy to:

         Morrison Cohen LLP
         909 Third Avenue
         27th Floor
         New York, New York 10022
         Attn:  Robert M. Sedgwick, Esq.


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<PAGE>

     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, whether with the Prior Employer or otherwise.

     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 with 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 that is made within 2-1/2 months  following  the end of
the year that  contains the date of  Executive's  termination  of  employment is
intended to be exempt from  Section  409A as a  short-term  deferral  within the
meaning of the final  regulations  under Section 409A, each such payment that is
made later than 2-1/2  months  following  the end of the year that  contains the
date of Executive's termination of employment is intended 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,
and each such payment that is made after the  two-times  exception  ceases to be
available shall be subject to delay in accordance with Section 13(p) below.



                                      18
<PAGE>


     p. Section  409A.  This  Agreement  will be construed and  administered  to
preserve  the  exemption  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.



                                       19
<PAGE>




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


FRONTIER COMMUNICATIONS CORPORATION:


------------------------------------
Frontier Communications Corporation


By: /s/ Hilary Glassman
   -------------------------------------------
Name:  Hilary Glassman
Title: Senior Vice President & General Counsel


EXECUTIVE:

/s/ Mary Agnes Wilderotter
------------------------------------
Mary A. Wilderotter



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