Exhibit 10.17

                       Frontier Communications Corporation
                                3 High Ridge Park
                           Stamford, Connecticut 06905
                                 (203) 614-5600


                                December 24, 2008

Mr. Peter B. Hayes
4212 Avalon Drive East
New Canaan, CT 06840

Dear Pete:

     Reference  is made to the Offer  Letter  dated  December  31, 2004  ("Offer
Letter") between you and Frontier Communications  Corporation (formerly Citizens
Communications Company) (the "Company").

     The terms of the benefits  payable upon a change in control  referred to in
the Offer Letter are hereby amended as follows:

     If, within one year  following a "Change in Control" (as defined  below) of
the Company,  you have a  "Separation  from  Service" (as defined  below) either
because (a) your  employment is terminated  by the Company  without  "Cause" (as
defined  below)  or (b) you  terminate  your  employment  as a  result  of (i) a
material  decrease  in your base  salary,  target  bonus or long term  incentive
compensation  target  from  those in effect  immediately  prior to the Change in
Control for any reason  other than  Cause;  (ii) a material  relocation  of your
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 (iii) a  material  decrease  in your  responsibilities  or
authority  for any reason other than Cause (and prior to your  terminating  your
employment  you provide the Company  with notice of the  decrease or  relocation
within 90 days of the occurrence of such condition,  the Company does not remedy
the  condition  within 30 days of such  notice,  and you  Separate  from Service
within two years of the initial occurrence of one or more such conditions),  you
shall be entitled to a lump sum payment equal to one year's base salary and 100%
of your bonus target prorated for the plan year (based on the then current level
of salary and bonus target or, if greater,  that in effect  immediately prior to
the Change in Control) and all  restrictions  on  restricted  shares held by you
shall immediately lapse and such restricted shares shall become fully-vested and
non-forfeitable.  The lump sum payment will be made on the  Expiration  Date, as
defined below.


<PAGE>
Mr. Peter B. Hayes
December 24, 2008
Page 2 of 6


     Under the circumstances set forth in the immediately  preceding  paragraph,
you shall also be entitled to continuation of medical benefits  (pursuant to the
same Company plans that are in effect for active  employees of the Company) with
coverage  retroactive to the date of your  termination  of employment,  and then
continuing for one year following your termination of employment.  To the extent
that such medical plan coverage is provided under a self-insured plan maintained
by the Company  (within the meaning of Section  105(h) of the  Internal  Revenue
Code),  (i) the charge to you for each month of coverage  will equal the monthly
COBRA charge  established  by the Company for such coverage in which you or your
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 you
will be required to pay such monthly  charge in  accordance  with the  Company's
standard COBRA premium payment requirements,  and (ii) upon the Expiration Date,
the Company  will pay you 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 (but if at the date of your  termination of employment you are enrolled
for less coverage (i.e.,  single or employee plus one), then such 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 one year period.
To the extent that such medical 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 you for such coverage.

     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.


<PAGE>
Mr. Peter B. Hayes
December 24, 2008
Page 3 of 6


     "Cause" shall mean your (a) willful and continued  failure (other than as a
result of physical or mental illness or injury) to perform your material  duties
in effect  immediately  prior to the Change in Control which continues beyond 10
days after a written demand for  substantial  performance is delivered to you by
the  Company,  which  demand  shall  identify  and  describe  each  failure with
sufficient  specificity  to allow you to  respond,  (b)  willful or  intentional
conduct that causes material and demonstrable injury,  monetary or otherwise, to
the  Company  or (c)  conviction  of, or a plea of nolo  contendere  to, a crime
constituting  (i) a felony  under  the laws of the  United  States  or any State
thereof, or (ii) a misdemeanor involving moral turpitude. For these purposes, no
act  or  failure  to  act  on  your  part  shall  be  considered   "willful"  or
"intentional"  unless it is done,  or omitted to be done by you in bad faith and
without reasonable belief that your 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 of Directors or based upon the advice of
counsel for the Company shall be conclusively presumed to be done, or omitted to
be done, by you in good faith and in the best interests of the Company.

     If  it  is  determined   (as  hereafter   provided)  that  any  payment  or
distribution  by the Company to or for your benefit,  whether paid or payable or
distributed or  distributable  pursuant to the terms of this letter 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 the
Severance  Payment shall be payable either (i) in full or (ii) as to such lesser
amount which would result in no portion of the  Severance  Payment being subject
to the Excise Tax ("Capped Payment"), whichever of the foregoing amounts, taking
into account the applicable federal, state and local income taxes and the Excise
Tax,  results in your receipt on an after-tax  basis,  of the greatest amount of
economic  benefits  to you,  notwithstanding  that all or some  portion  of such
benefits may be taxable under Section 4999 of the Code.


<PAGE>
Mr. Peter B. Hayes
December 24, 2008
Page 4 of 6


     Subject  to  the  provisions  of  immediately   preceding  paragraph,   all
determinations required to be made pursuant to this letter agreement,  including
whether an Excise Tax is payable by you 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 Control  (or, if
such  Accounting  Firm  declines  to  serve,  the  Accounting  Firm  shall  be a
nationally recognized firm of certified public accountants selected by you). The
Accounting  Firm shall be  directed by the  Company or you,  as  applicable,  to
submit its preliminary  determination  and detailed  supporting  calculations to
both  the  Company  and you  within  15  calendar  days  after  the date of your
termination  of employment,  if applicable,  and any other such time or times as
may be requested by the Company or you. If the Accounting  Firm  determines that
any Excise Tax is payable by you,  the Company  shall either (x) make payment of
the Severance Payment,  or (y) reduce the Severance Payment by the amount which,
based on the Accounting Firm's determination and calculations, would provide you
with the Capped Payment  (except that any portion of the Severance  Payment that
constitutes  deferred  compensation that is subject to Section 409A shall not be
reduced,  and its time and form of  payment  shall not be altered as a result of
this process), and pay to you such reduced amount, in each case, less any Excise
Taxes, federal, state, and local income and employment withholding taxes and any
other  amounts  required  to be  deducted  or  withheld  by  the  Company  under
applicable  statute or regulation.  If the Accounting  Firm  determines  that no
Excise  Tax is  payable  by you,  it shall,  at the same  time as it makes  such
determination,  furnish you with an opinion that you have substantial  authority
not to report any Excise Tax on your federal,  state,  local income or other tax
return. All fees and expenses of the Accounting Firm and opinion letter shall be
paid by the Company in connection with the calculations required by this letter.

     The  provisions  in  this  letter  regarding  lapsing  of  restrictions  on
restricted  stock in certain  circumstances  in the event of a Change in Control
will remain in effect as long as you are a member of the Senior  Leadership Team
("SLT").  If at any time you are no longer a member of the SLT, such  provisions
will not apply.

     You shall not receive any payments or benefits to which you may be entitled
hereunder  unless  you agree 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 your employment or the business of the Company;  provided,  however, that any
such release shall not bar or prevent you from  responding to any  litigation or
other  proceeding  initiated  by a  released  party and  asserting  any claim or
counterclaim  you  have in such  litigation  or other  proceeding  as if no such
release  had been  given as to such  party,  nor shall it bar you from  claiming
rights that arise under,  or that are  preserved by, this letter  agreement.  To
comply with this paragraph,  you must sign and return the release within 45 days
of the  termination  of your  employment,  and you 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 date of
termination of your employment.


<PAGE>
Mr. Peter B. Hayes
December 24, 2008
Page 5 of 6


     To the extent that a payment of Section 409A compensation under this letter
agreement is based upon your having a termination of employment, "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 your  termination of employment,  you shall
not have (after your  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.

     This letter  agreement  sets forth the entire  agreement and  understanding
between the Company and you relating to the subject matter hereof and supersedes
and replaces  all prior  discussions  and  agreements  between us regarding  the
subject matter hereof,  including,  without  limitation,  the memorandum,  dated
September 7, 2007,  addressed to you from Maggie Wilderotter  entitled "Terms of
Restricted  Stock Award" and the terms of the Offer Letter  relating to benefits
payable upon a change in control.  This letter agreement can only be modified by
a  subsequent  written  agreement  executed by the Company and you.  This letter
agreement  shall be governed by and  interpreted in accordance  with the laws of
the State of Connecticut, without regard to its conflicts of laws or principles.

     It is the intention of the parties that the lump sum described in the third
and fourth  paragraphs  of this  letter  should be exempt from  Section  409A as
short-term  deferrals,  and that the restricted stock should also be exempt from
Section  409A,  and  this  letter  agreement  in  the  normal  course  is  to be
interpreted accordingly.  Nonetheless,  if you are a "specified employee" within
the  meaning  of Section  409A and any  amounts  or other  compensation  are (i)
payable  under this letter  agreement,  (ii) subject to Section 409A as deferred
compensation and (iii) payable on account of your Separation from Service,  then
such  amounts  or  compensation  may not be paid  until six  months  after  your
Separation from Service date.  Finally,  the parties intend at all times that no
payment or entitlement  pursuant to this letter  agreement will give rise to any
adverse tax  consequences  to either party  pursuant to Section  409A,  and this
letter agreement shall be interpreted consistently with this paragraph. The term
"Separation from Service" shall have the meaning given to it by Section 409A (or
any successor  provision) ("Section 409A") of the Internal Revenue Code of 1986,
as amended (the "Code").

     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 letter 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. "Company"
means the Company as  hereinbefore  defined and any  successor  to its  business
and/or  assets as  aforesaid  that  assumes  and agrees to perform  this  letter
agreement by operation of law or otherwise.


<PAGE>
Mr. Peter B. Hayes
December 24, 2008
Page 6 of 6


     To acknowledge  your  acceptance of the terms and conditions of this letter
agreement,  please  sign the bottom of this  letter  agreement  and fax it to me
directly at (203)  614-4627.  Also,  please return the  originally  signed offer
letter to my attention.

                                 Sincerely,

                                 /s/ Cecilia K. McKenney

                                 Cecilia K. McKenney
                                 Executive Vice President, Human Resources
                                 and Call Center Sales and Service



         Agreed to and acknowledged:



         /s/ Peter B. Hayes                   December 29, 2008
         --------------------------------     --------------------------
         Peter B. Hayes                       Date