<TABLE>
<CAPTION>
<S>                                                                        <C>
As filed with the Securities and Exchange Commission on May 22, 2001      File No. _________
</TABLE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                         CITIZENS COMMUNICATIONS COMPANY
             (Exact name of registrant as specified in its charter)

               Delaware                                 06-0619596
    (State or other jurisdiction of        (I.R.S. Employer Identification No.)
    incorporation or organization)

               Three High Ridge Park, Stamford, Connecticut 06905
               (Address of Principal Executive Offices) (Zip Code)

 Citizens Communications Company Amended and Restated 2000 Equity Incentive Plan
                            (Full title of the plan)


                               Scott N. Schneider
             Vice Chairman of the Board and Executive Vice President
                         Citizens Communications Company
                              Three High Ridge Park
                           Stamford, Connecticut 06905
                     (Name and address of agent for service)

                                 (203) 614-5600
                     (Telephone number, including area code,
                              of agent for service)

                                   Copies to:
                              Robert J. Rawn, Esq.
                             Pillsbury Winthrop LLP
                                Financial Centre
                              695 East Main Street
                        Stamford, Connecticut 06904-6760
                                 (203) 348-2300

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

<S>                            <C>                  <C>                    <C>                     <C>
=============================== ==================== ====================== ====================== =================
Title of Securities to Be       Amount to Be         Proposed Maximum       Proposed Maximum       Amount of
Registered                      Registered (1)       Offering Price Per     Aggregate Offering     Registration
                                                     Share (2)              Price (2)              Fee
------------------------------- -------------------- ---------------------- ---------------------- -----------------
Common Stock, par value $0.25   12,500,000           $14.45                 $180,670,283           $45,168
per Share
=============================== ==================== ====================== ====================== =================
</TABLE>

(1)  The  amount  to  be  registered  shall  be  deemed  to  include  additional
     securities  to be issued  in  connection  with,  or as a result  of,  stock
     splits, stock dividends and similar transactions.

(2)  Of the 12,500,000  shares available to be registered  hereunder,  as of the
     most  recent  practicable  date (May 18, 2001),  awards  with respect to an
     aggregate  of  5,483,792  shares  have  been  granted  under  the  Plan and
     7,016,208  shares  remain  available  for the  grant of future awards under
     such Plan. The proposed maximum  aggregate  offering price listed above has
     been  determined  pursuant to Rule 457(h) of the Securities Act of 1933, as
     amended,  and represents the sum of (i) the aggregate exercise price of all
     options granted as of May 18, 2001 under the Plan plus (ii) the  product of
     the remaining  shares  available  under the Plan  multiplied by a per share
     price of $13.71,  the average of the  reported  high and low prices on the
     New York Stock Exchange on May 17, 2001.



<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference

         The following documents filed by Citizens Communications Company
("Company" or "Citizens") (formerly known as Citizens  Utilities  Company)  with
the Securities and Exchange Commission ("Commission") are hereby incorporated by
reference in this registration statement:

     1.   The Company's  Annual Report on Form 10-K for the year ended  December
          31, 2000, filed on March 9, 2001.

     2.   The Company's  Current  Reports on Form 8-K filed on May 16, 2001, May
          10, 2001, May 7, 2001,  April 27, 2001, April 25, 2001, April 4, 2001,
          March 29, 2001, March 8, 2001 and February 13, 2001.

     3.   The  description  of the Common Stock of the Company  contained in the
          "Description  of Capital Stock" section of the Company's  Registration
          Statement on Form S-3/A filed on May 7, 2001.

     All documents  filed by Citizens  pursuant to Section 13(a),  13(c),  14 or
15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), after
the  date  of  this  registration  statement  and  prior  to  the  filing  of  a
post-effective  amendment which indicates that all securities  offered have been
sold or which de-registers all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration  statement and to be a part
hereof from the date of filing of such documents,  provided,  however,  that the
documents enumerated above or subsequently filed by Citizens pursuant to Section
13(a),  13(c),  14 or 15(d) of the  Exchange  Act in each year during  which the
offering made pursuant to this registration  statement is in effect shall not be
incorporated by reference in this registration statement after the filing of the
Company's Annual Report on Form 10-K for such year.

Item 4.       Description of Securities

         Not applicable.

Item 5.       Interests of Named Experts and Counsel

         None.

Item 6.       Indemnification of Directors and Officers

        Citizens, being incorporated under the Delaware General Corporation Law,
is empowered by Section 145 of such law to indemnify  any  officer  or  director
against  certain  expenses,  liabilities  and  payments,  including  liabilities
arising under the  Securities  Act of 1933,  (the  "Securities  Act") as therein
provided. In addition,  Citizens' By-Laws 24 and 24A and a resolution adopted by
the Board of Directors in connection with the issuance of certain  securities of
Citizens provide for  indemnification of specified  persons,  including officers
and directors of Citizens,  for  liabilities,  including those arising under the
Securities Act, as provided in the By-Laws and resolution. Generally, By-Laws 24
and 24A provide  that,  to the  fullest  extent  permitted  by  applicable  law,
Citizens shall indemnify and hold harmless,  among other persons, any officer or
director of Citizens or of any other entity for which he or she is acting at the
request of  Citizens,  against all  expenses,  liability  and loss  actually and
reasonably incurred by him or her in connection with any threatened,  pending or
completed  investigation,  claim,  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative.  Such  By-Laws  also  provide that
expenses  incurred by the  indemnitee  in  connection  with such  proceeding  be
advanced by Citizens,  consistent with applicable law. Citizens'  Certificate of
Incorporation  further  provides that no director shall be liable to Citizens or
its  stockholders  for  monetary  damages  for  breach  of  fiduciary  duty as a
director, with stated exceptions.
<PAGE>

        Insurance is maintained providing  coverage  for  the  Company  and  its
subsidiaries  against  obligations  incurred as a result of  indemnification  of
officers and directors. The coverage also insures the officers and directors for
a  liability  against  which they may not be  indemnified  by the Company or its
subsidiaries but excludes specified dishonest acts.

Item 7.       Exemption from Registration Claimed

         Not applicable.

Item 8.       Exhibits

         See Exhibit Index.

Item 9.       Undertakings

         (a)  The Company hereby undertakes:

                  (1) to file, during  any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement:

                         (i) to  include  any  prospectus  required  by  Section
10(a)(3) of the Securities Act;

                         (ii) to reflect in the  prospectus  any facts or events
arising  after  the effective  date of the  registration  statement (or the most
recent  post-effective  amendment  thereof)  which,   individually   or  in  the
aggregate,  represent  a fundamental  change in the information set forth in the
registration  statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which  was  registered)  and any  deviation  from the  low
or  high  end of the estimated  maximum  offering  range may be reflected in the
form of  prospectus filed with the  Commission  pursuant  to Rule  424(b) if, in
the  aggregate,  the  changes in volume  and  price  represent  no more  than 20
percent  change  in  the  maximum  aggregate  offering  price  set forth  in the
"Calculation of Registration Fee" table in the effective registration statement;
and

                         (iii) to include any material  information with respect
to  the  plan  of  distribution not  previously  disclosed  in the  registration
statement  or  any  material  change  to  such  information in the  registration
statement;

provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply
if the  information  required to be included in a  post-effective  amendment  by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission  by the  registrant  pursuant  to Section 13 or Section  15(d) of the
Exchange Act that are incorporated by reference in the registration statement;
<PAGE>

               (2) that, for the purpose of determining  any liability under the
Securities Act, each such post-effective  amendment shall be deemed to be a new
registration  statement  relating to the securities  offered therein,  and the
offering of such securities  at that time shall be deemed to be the initial bona
fide offering thereof; and

               (3) to  remove  from  registration  by means of a  post-effective
amendment any of  the securities  being  registered which  remain  unsold at the
termination of the offering.

         (b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities  Act, each filing of the Company's  annual report
pursuant  to Section  13(a) or Section  15(d) of the  Exchange  Act (and,  where
applicable, each filing of the Plan's annual report pursuant to Section 15(d) of
the  Exchange  Act)  that  is  incorporated  by  reference  in the  registration
statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors,  officers and controlling  persons
of  the  Company  pursuant  to  the  foregoing  provisions,  or  otherwise,  the
registrant has been advised that in the opinion of the SEC such  indemnification
is against public policy as expressed in the  Securities Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.


<PAGE>




                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act, the Company  certifies
that it has reasonable  grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused  this  registration  statement  to be
signed on its behalf by the undersigned, thereunder duly authorized, in the City
of Stamford, and State of Connecticut, on the 17th day of May, 2001.



                   CITIZENS COMMUNICATIONS COMPANY


                   By: /s/ Scott N. Schneider
                      --------------------------------
                      Scott N. Schneider
                      Vice Chairman of the Board and Executive Vice President



<PAGE>
                                POWER OF ATTORNEY

     Each of the undersigned directors and officers of the Company, individually
as such director or officer,  hereby makes,  constitutes  and appoints  Scott N.
Schneider  with  full  power of  substitution,  as his or her  true  and  lawful
attorney-in-fact  and agent to execute in his or her name,  place and stead,  in
any and all capacities,  and to file with the SEC, the registration statement on
Form S-8 of the  Company  relating  to the  issuance  of shares of common  stock
pursuant to the Citizens Communications Company Amended and Restated 2000 Equity
Incentive Plan and any and all amendments,  including post-effective amendments,
to such  registration  statement,  hereby ratifying and confirming all that said
attorney-in-fact  or his substitute or substitutes may do or cause to be done by
virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act,  this  registration
statement has been signed below by the following  persons in the  capacities and
on the dates indicated.

           Signature                       Title                     Date


 /s/ Leonard Tow              Chairman of the Board (principal   May 17, 2001
----------------------------  executive officer), Chief
(Leonard Tow)                 Executive Officer and Director



/s/ Rudy J. Graf              Vice Chairman of the Board,        May 17, 2001
----------------------------  President, Chief Operating
(Rudy J. Graf)                Officer, and Director



/s/ Scott N. Schneider        Vice Chairman of the Board,        May 17, 2001
----------------------------  Executive Vice President and
(Scott N. Schneider)          Director



/s/ Donald B. Armous          Vice President, Finance and        May 17, 2001
----------------------------  Treasurer (principal financial
(Donald B. Armour)            officer)



/s/ Robert J. Larson          Vice President and Chief           May 21, 2001
----------------------------  Accounting Officer (principal
(Robert J. Larson)            accounting officer)



/s/ Norman I. Botwinik                    Director               May 17, 2001
----------------------------
(Norman I. Botwinik)


/s/ Aaron I. Fleischman                   Director               May 17, 2001
----------------------------
(Aaron I. Fleischman)


/s/ Stanley Harfenist                     Director               May 17, 2001
----------------------------
(Stanley Harfenist)


/s/ Andrew N. Heine                       Director               May 17, 2001
----------------------------
(Andrew N. Heine)


/s/ John L. Schroeder                     Director               May 17, 2001
----------------------------
(John L. Schroeder)


/s/ Robert D. Siff                        Director               May 17, 2001
----------------------------
(Robert D. Siff)
<PAGE>


/s/ Robert A. Stanger                     Director               May 17, 2001
----------------------------
(Robert A. Stanger)


/s/ Edwin Tornberg                        Director               May 17, 2001
----------------------------
(Edwin Tornberg)


/s/ Claire L. Tow                         Director               May 17, 2001
----------------------------
(Claire L. Tow)

<PAGE>



                                  EXHIBIT INDEX

Exhibit No.               Description

4.1                       Restated  Certificate of  Incorporation   of  Citizens
                          Communications  Company,  dated  as  of  May  19, 2000
                          (incorporated herein  by reference to  Exhibit 3.200.1
                          to the Company's Quarterly Report on Form 10-Q for the
                          quarterly period ended June 30, 2000)

4.2                       By-Laws of Citizens Communications Company, as amended
                          to date (incorporated herein by  reference to  Exhibit
                          3.200.2 to the Company's Quarterly Report on Form 10-Q
                          for the quarterly period ended September 30, 2000)

4.3                       Citizens Communications  Company Amended and  Restated
                          2000 Equity Incentive Plan

5                         Opinion of Pillsbury Winthrop LLP

23.1                      Consent  of  Pillsbury  Winthrop   LLP  (contained  in
                          Exhibit No. 5)

23.2                      Consent of KPMG LLP

23.3                      Consent of Arthur Andersen LLP

23.4                      Consent of Arthur Andersen LLP

23.5                      Consent of Arthur Andersen LLP

23.6                      Consent of PricewaterhouseCoopers LLP

24                        Power of Attorney (included on signature page hereof)


<PAGE>
                                                                Exhibit 4.3


                         CITIZENS COMMUNICATIONS COMPANY

                              AMENDED AND RESTATED

                           2000 EQUITY INCENTIVE PLAN

                                    SECTION 1

                                     PURPOSE
                                     -------

     The purpose of the  Citizens  Communications  Company  Amended and Restated
2000 Equity  Incentive Plan (the "Plan") is to provide  compensation  incentives
for high levels of  performance  and  productivity  by  individuals  who provide
services  to the  Company.  The Plan is  intended to  strengthen  the  Company's
existing   operations  and  its  ability  to  attract  and  retain   outstanding
individuals upon whose judgment,  initiative and efforts the continued  success,
growth and  development  of the Company is dependent,  as well as encourage such
individuals  to have a greater  personal  financial  investment  in the  Company
through ownership of its common stock.

                                    SECTION 2

                                   DEFINITIONS
                                   -----------

       When used herein, the following terms have the following meanings:

     (a) "AFFILIATE"  means any company  controlled by the Company,  controlling
the Company or under common control with the Company.

     (b) "AWARD" means an award granted to any Eligible Individual in accordance
with the provisions of the Plan.

     (c) "AWARD AGREEMENT" means the written agreement or certificate evidencing
the terms of the Award granted to an Eligible Individual under the Plan.

     (d)  "BENEFICIARY"  means  the  beneficiary  or  beneficiaries   designated
pursuant  to Section 11 to receive the amount,  if any,  payable  under the Plan
upon the death of an Eligible Individual.

     (e) "BOARD" means the Board of Directors of the Company.

     (f) A "CHANGE IN CONTROL" shall mean the occurrence of any of the following
events with respect to the Company:

     (i)  (A) a third  "person"  (other  than an  employee  benefit  plan of the
          Company),  including  a  "group",  as those  terms are used in Section
          13(d) of the Exchange Act, is or becomes the beneficial owner (as that
          term is used in said  Section  13(d)) of stock having  twenty  percent
          (20%) or more of the total  number  of votes  that may be cast for the
          election  of members of the Board or twenty  percent  (20%) or more of
          the fair market value of the Company's  issued and outstanding  stock,
          or (B) the receipt by the Company of any report, schedule, application
          or other document filed with a state or federal governmental agency or
          commission disclosing such ownership or proposed ownership.

     (ii) approval by the  stockholders of the Company of any (1)  consolidation
          or merger or sale of assets of the Company in which the Company is not
          the continuing or surviving corporation or pursuant to which shares of
          stock the Company  would be converted  into cash,  securities or other
          property, other than a consolidation or merger of the Company in which
          holders of its common stock  immediately prior to the consolidation or
          merger have substantially the same  proportionate  ownership of common
          stock of the surviving corporation immediately after the consolidation
          or  merger  as they  held  immediately  before,  or (2)  sale,  lease,
          exchange or other transfer (in one  transaction or a series of related
          transactions) of all or substantially  all the assets or businesses of
          the Company;

     (iii)as a result of, or in connection with, any cash tender offer, exchange
          offer,  merger  or  other  business  combination,  sale of  assets  or
          contested election,  or any combination of the foregoing  transactions
          (a "Transaction"), the persons who are members of the Board before the
          Transaction  shall cease to  constitute a majority of the Board or any
          successor to the Company.

     (g) "CITIZENS  PENSION  PLANS" means any of the Company's  non-contributory
defined-benefit  qualified retirement plans in effect and applicable on the date
in question.

     (h) "CODE" means the Internal  Revenue Code of 1986, as now in effect or as
hereafter  amended.  (All citations to Sections of the Code are to such Sections
as they are currently  designated  and reference to such Sections  shall include
the provisions thereof as they may from time to time be amended or renumbered as
well as any successor provisions and any applicable regulations.)

     (i) "COMPANY" means Citizens  Communications Company and its successors and
assigns.

     (j) "COMMITTEE" means the Compensation  Committee of the Board of Directors
of the Company.

     (k) "DEFERRED  STOCK" means Stock credited to an Eligible  Individual under
the Plan  subject to the  requirements  of  Section 8 and such  other  terms and
restrictions as the Committee deems appropriate or desirable.

     (l) "EFFECTIVE DATE" means May 18, 2000.

     (m) "ELIGIBLE  INDIVIDUAL"  means a director,  officer,  or employee of any
Participating  Company or an  individual  who performs  services for the Company
directly or indirectly as a director,  consultant or otherwise  whose  judgment,
initiative and efforts,  in the judgment of the Committee,  foster the continued
efficiency,  productivity,  growth and development of any Participating Company.
Where required by the context,  "Eligible Individual" includes an individual who
has  been  granted  an  Award  but is no  longer  performing  services  for  any
Participating Company.

     (n) "FAIR  MARKET  VALUE"  means,  unless  another  reasonable  method  for
determining fair market value is specified by the Committee,  the average of the
high and low  sales  prices  of a share of the  appropriate  Series  of Stock as
reported by the New York Stock Exchange (or if such shares are listed on another
national stock exchange or national  quotation  system, as reported or quoted by
such  exchange  or  system)  on the date in  question  or, if no such sales were
reported  for such date,  for the most recent  date on which  sales  prices were
quoted.

     (o) "FAMILY  MEMBER" AND "FAMILY TRUST" shall have the same meanings as are
employed  from time to time by the SEC for the purpose of the  exception  to the
rules  promulgated by the SEC which limit  transferability  of stock options and
stock  awards for  purposes of Section 16 of the  Exchange Act and/or the use of
Form S-8 under the  Securities  Act. For the  purposes of the Plan,  the phrases
"Family Member" and "Family Trust" shall be further  limited,  if necessary,  so
that neither the transfer to a Family  Member or Family Trust nor the ability of
a Participant  to make such a transfer  shall have adverse  consequences  to the
Company or a Participant by reason of Section 162(m) of the Code.

     (p) "OPTION" means an option to purchase Stock,  including Restricted Stock
or Deferred  Stock,  if the Committee so  determines,  subject to the applicable
provisions of Section 5 and awarded in accordance with the terms of the Plan and
which may be an incentive  stock option  qualified under Section 422 of the Code
or a nonqualified stock option.

     (q)  "PARTICIPATING  COMPANY"  means the Company or any subsidiary or other
affiliate of the Company;  provided,  however, for incentive stock options only,
"Participating Company" means the Company, any corporation or other entity which
at the time such option is granted  under the Plan  qualifies as a subsidiary of
the Company  under the  definition  of  "subsidiary  corporation"  contained  in
Section 425(f) of the Code.

     (r)  "PARTICIPANT"  means an Eligible  Individual  who has been or is being
granted an Award.  When required by the context,  the  definition of Participant
shall  include an  individual  who has been granted an Award but is no longer an
employee of any Participating Company.

     (s)  "PERFORMANCE   SHARE"  means  a  performance   share  subject  to  the
requirements of Section 6 and awarded in accordance with the terms of the Plan.

     (t)  "PHANTOM  STOCK"  means a unit  whose  value is  determined  solely by
reference to the value of one or more shares of Stock.  Awards of Phantom  Stock
may be made pursuant to Section 9.

     (u) "PLAN" means the Citizens  Communications Company 2000 Equity Incentive
Plan, as the same may be amended, administered or interpreted from time to time.

     (v) "RESTRICTED  STOCK" means Stock delivered under the Plan subject to the
requirements of Section 7 and such other terms and restrictions as the Committee
deems appropriate or desirable.

     (w) "SEC" means the  Securities  and Exchange  Commission.  "Exchange  Act"
means the  Securities  Exchange  Act of 1934.  "Rule 16b-3" shall mean such rule
promulgated  by the SEC under the  Exchange  Act and,  unless the  circumstances
require  otherwise,  shall  include any other rule or  regulation  adopted under
Sections  16(a) or 16(b) of the Exchange Act relating to compliance  with, or an
exemption  from,  Section  16(b).  "Securities  Act" means the Securities Act of
1933.  Reference to any section of the Securities Act,  Exchange Act or any rule
promulgated thereunder shall include any successor section or rule.

     (x) "STOCK" means the Common Stock of the Company and any successor  Common
Stock.

     (y)  "TERMINATION  WITHOUT CAUSE" means  termination  of employment  with a
Participating  Company by the employer  for any reason  other than death,  Total
Disability or termination for deliberate,  willful or gross misconduct, and also
means voluntary termination of employment by employee.

     (z) "TOTAL  DISABILITY"  means the complete and  permanent  inability of an
Eligible  Individual  to perform all of his or her duties under the terms of his
or her employment with any Participating Company, as determined by the Committee
upon the basis of such evidence, including independent medical reports and data,
as the Company deems appropriate or necessary.

                                    SECTION 3

                           SHARES SUBJECT TO THE PLAN
                           --------------------------

     (a) Subject to  adjustment  as  provided  in Section 14 hereof,  12,500,000
shares of Stock are hereby  reserved for  issuance  pursuant to Awards under the
Plan.  Awards of Phantom Stock or share units that, by the terms of such Awards,
are  payable  solely  in cash  shall not be  subject  to such  limit;  provided,
however,  that such  Awards  shall be subject to a separate  limit such that the
value of all such Awards granted under the Plan shall be determined by reference
to no more than 1,000,000  shares of Stock.  In addition,  Awards of Performance
Shares,  Restricted  Stock,  Deferred Stock or Phantom Stock payable in Stock or
other stock-based  awards shall not exceed 2,500,000 shares of Stock.  Shares of
Stock reserved for issuance  under the Plan shall be made available  either from
authorized  and unissued  shares,  shares held by the Company in its treasury or
reacquired  shares.  The  term  "issued"  shall  include  all  deliveries  to  a
Participant  of shares of Stock pursuant to Awards under the Plan. The Committee
may, in its discretion,  decide to award other shares issued by the Company that
are convertible into Stock or make such shares subject to purchase by an option,
in which event the maximum  number of shares of Stock into which such shares may
be  converted  shall be used in applying  the  aggregate  share limit under this
Section 3 and all provisions of the Plan relating to Stock shall apply with full
force and effect with respect to such convertible shares.

     (b) If, for any reason,  any shares of Stock awarded or subject to purchase
or issuance  under the Plan are not  delivered or are  reacquired by the Company
for reasons  including,  but not limited to, a forfeiture of Restricted Stock or
Deferred Stock or  termination,  expiration or a cancellation  of an Option or a
Performance  Share, such shares of Stock shall be deemed not to have been issued
pursuant  to  Awards  under  the  Plan,  or to have  been  subject  to the Plan;
provided,  however,  that the  counting  of  shares of Stock  subject  to Awards
granted under the Plan against the number of shares available for further Awards
shall in all cases conform to the  requirements of Rule 16b-3 under the Exchange
Act.

     (c) With  respect  to any  Award  constituting  an  Option  granted  to any
Eligible  Individual who is a "covered employee" as defined in Section 162(m) of
the Code that is canceled,  the number of shares of Stock originally  subject to
such Award shall  continue to count in  accordance  with  Section  162(m) of the
Code.

     (d) Unless the Committee otherwise determines,  shares of Stock received by
the Company in connection  with the exercise of Options by delivery of shares or
in connection  with the payment of withholding  taxes shall reduce the number of
shares  deemed to have been  issued  pursuant  to Awards  under the Plan for the
limit set forth in Section 3(a) hereof.

                                    SECTION 4

                      GRANT OF AWARDS AND AWARD AGREEMENTS
                      ------------------------------------

     (a)  Subject  to and in  furtherance  of the  provisions  of the Plan,  the
Committee  shall (i) determine and  designate  from time to time those  Eligible
Individuals or groups of Eligible  Individuals to whom Awards are to be granted;
(ii) grant Awards to Eligible  Individual;  (iii) determine the form or forms of
Award to be granted to any Eligible  Individual;  (iv)  determine  the amount or
number of shares of Stock,  including  Restricted Stock or Deferred Stock if the
Committee so  determines,  subject to each Award;  (v)  determine  the terms and
conditions  (which need not be  identical)  of each Award;  (vi)  determine  the
rights of each  Participant  after  employment  has  terminated  and the periods
during  which  such  rights  may  be  exercised;   (vii)  establish  and  modify
performance  objectives;  (viii)  determine  whether and to what extent Eligible
Individuals shall be allowed or required to defer receipt of any Awards or other
amounts  payable under the Plan to the  occurrence of a specified date or event;
(ix)  determine  the price at which  shares of Stock may be  offered  under each
Award  which  price  may,  except in the case of  Options,  be zero;  (x) permit
cashless  exercise of Options and other  Awards of a sale,  loan or other nature
covering  exercise  prices  and/or income taxes;  (xi)  interpret,  construe and
administer  the Plan and any  related  Award  Agreement  and  define  the  terms
employed  therein;  and  (xii)  make  all of  the  determinations  necessary  or
advisable  with  respect  to the Plan or any Award  granted  thereunder.  Awards
granted to different Eligible  Individuals or Participants need not be identical
and, in addition, may be modified in different respects by the Committee.

     (b) Each Award granted under the Plan shall be evidenced by a written Award
Agreement, in a form approved by the Committee.  Such agreement shall be subject
to and incorporate the express terms and conditions,  if any, required under the
Plan or as  required  by the  Committee  for the form of Award  granted and such
other terms and conditions as the Committee may specify.

     (c) The Committee may, prospectively or retroactively,  modify or amend the
terms  of any  Award  granted  under  the  Plan or  waive  any  restrictions  or
conditions  applicable  to any  Award or the  exercise  or  realization  thereof
(except that the Committee may not undertake any such modifications,  amendments
or waivers if the effect  thereof,  taken as a whole,  adversely and  materially
affects the rights of any recipient of previously  granted Awards without his or
her  consent,  unless such  modification,  amendment  or waiver is  necessary or
desirable for the  continued  validity of the Plan or its  compliance  with Rule
16b-3 or any other  applicable  law, rule or regulation or  pronouncement  or to
avoid  any  adverse  consequences  under  Section  162(m)  of  the  Code  or any
requirement   of  a  securities   exchange  or   association  or  regulatory  or
self-regulatory  body).   Notwithstanding  the  foregoing,  no  such  amendment,
modification  or waiver  may alter the terms of any  Option to reduce the Option
price per share.  Further,  the  Committee  may not,  without  the  approval  of
shareholders,  cancel any  outstanding  Option and  replace it with a new Option
with a lower  Option  price  where  the  economic  effect  would  be the same as
reducing the Option price of the cancelled Option.

     (d) In any  calendar  year,  no  Eligible  Individual  may  receive  Awards
covering  more  than  2,000,000  shares of the  Company's  Stock if the Award is
denominated in or valued by reference to a number of shares,  or if the Award is
denominated in dollars, $750,000 in dollar value. Such number of shares shall be
adjusted in accordance with Section 14 hereof.

                                    SECTION 5

                                  STOCK OPTIONS
                                  -------------

     (a) With respect to the Options,  the  Committee  shall (i)  authorize  the
granting  of  incentive  stock  options,   nonqualified  stock  options,   or  a
combination of incentive  stock options and  nonqualified  stock  options;  (ii)
determine the number of shares of Stock subject to each Option;  (iii) determine
whether such Stock shall be  Restricted  Stock or, with respect to  nonqualified
stock options, Deferred Stock; and (iv) determine the time or times when and the
manner  in which  each  Option  shall be  exercisable  and the  duration  of the
exercise  period;  provided,  however,  that the  aggregate  Fair  Market  Value
(determined as of the date of Option is granted) of the Stock  (disregarding any
restrictions in the case of Restricted  Stock) for which incentive stock options
granted to any Eligible  Individual under this Plan may first become exercisable
in any calendar year shall not exceed $100,000.  Notwithstanding  the foregoing,
to the extent that Options  intended to be incentive stock options granted to an
Eligible  Individual  under  this  Plan  for any  reason  exceed  such  limit on
exercisability,  such  excess  Options  shall be treated as  nonqualified  stock
options as provided  under  Section  422(d) of the Code,  but shall in all other
respects remain outstanding and exercisable in accordance with their terms.

     (b) The exercise  period for a nonqualified  stock option shall be 10 years
from the  date of  grant  or such  shorter  period  as may be  specified  by the
Committee  at the time of grant.  The  exercise  period for an  incentive  stock
option, including any extension which the Committee may from time to time decide
to grant, shall not exceed 10 years from the date of grant;  provided,  however,
that, in the case of an incentive stock option granted to an Eligible Individual
who,  at the time of grant,  owns  stock  possessing  more than 10% of the total
combined  voting  power  of  all  classes  of  stock  of  the  Company  (a  "10%
Stockholder"),  such period,  including extensions,  shall not exceed five years
from the date of grant.

     (c) The Option price per share shall be  determined by the Committee at the
time any Option is granted and shall be not less than the Fair Market Value, or,
in the case of an  incentive  stock  option  granted to a 10%  Stockholder,  110
percent of the Fair Market Value,  disregarding  any restrictions in the case of
Restricted  Stock or  Deferred  Stock,  on the date the  Option is  granted,  as
determined  by the  Committee;  provided,  however,  that such price shall be at
least equal to the par value of one share of Stock;  provided further,  however,
that in the  discretion  of the  Committee in the case of a  nonstatutory  stock
option, the Option price per share may be less than the Fair Market Value in the
case of an Option granted in order to induce an individual to become an employee
of a  Participating  Company  or in the case of an  Option  granted  to a new or
prospective  employee  in order to replace  stock  options  or other  long- term
incentives under a program maintained by a prior employer which are forfeited or
cease to be  available  to the new  employee  by  reason of his  termination  of
employment with his prior employer.

     (d) No part of any Option may be exercised  (i) until the  Participant  who
has been granted the Award shall have remained in the employ of a  Participating
Company  for such  period  after the date on which the  Option is granted as the
Committee may specify and (ii) until  achievement  of such  performance of other
criteria,  if any, by the Participant,  as the Committee may specify.  An Option
shall commence to be  exercisable no earlier than six months  following the date
the Option is granted.  The Committee may further  require that an Option become
exercisable in installments.

     (e) Except as otherwise  provided in the Plan,  the  purchase  price of the
shares as to which an Option shall be exercised  shall be paid to the Company at
the  time of  exercise  either  in cash or in such  other  consideration  as the
Committee deems appropriate,  including,  Stock, or with respect to nonqualified
options,  Restricted  Stock or Deferred  Stock,  already  owned by the  optionee
(subject to any minimum  holding period  specified by the  Committee),  having a
total Fair Market Value,  as determined by the Committee,  equal to the purchase
price, or a combination of cash and such other consideration having a total Fair
Market Value, as so determined,  equal to the purchase price; provided, however,
that if payment of the exercise price is made in whole or in part in the form of
Restricted  Stock or Deferred Stock, the Stock received upon the exercise of the
Option shall be Restricted Stock or Deferred Stock, as the case may be, at least
with  respect to the same number of shares and subject to the same  restrictions
or other  limitations  as the  Restricted  Stock or  Deferred  Stock paid on the
exercise  of the  Option.  The  Committee  may provide  that a  Participant  who
delivers  shares of Stock to the  Company,  or sells shares of Stock and applies
all of the proceeds,  (a) to pay, or reimburse the payment of the exercise price
of shares of Stock acquired under an employee stock option or to purchase shares
of Stock under an employee award or grant, an employee  purchase plan or program
or any other  stock-based  employee  benefit or incentive plan,  (whether or not
such  award or grant is under  this  Plan)  and/or  (b) to pay  federal or state
income  taxes  resulting  from the  exercise of such  options or the purchase of
shares of Stock  pursuant  to any such  grant,  award,  plan or  program,  shall
receive a  replacement  Option under this Plan to purchase a number of shares of
Stock equal to the number of shares of Stock delivered to the Company,  or sold,
the proceeds of the sale of which are applied as aforesaid in this sentence. The
replacement  Option  shall have an exercise  price equal to Fair Market Value on
the date of such payment and shall  include such other terms and  conditions  as
the Committee may specify.

      (f)  (i) Upon  the  Termination  Without Cause  of a  Participant  holding
               Options who is not immediately eligible to receive benefits under
               the terms of the Citizens  Pension Plans,  his or her Options may
               be exercised to the extent exercisable on the date of Termination
               Without Cause, at any time and from time to time within the three
               months of the date of such Termination.  The Committee,  however,
               in  its  discretion,  may  provide  that  any  Option  of  such a
               Participant  which is not exercisable by its terms on the date of
               Termination  Without Cause will become  exercisable in accordance
               with a schedule  (which may  extend  the time limit  referred  to
               above,  but not later than the final expiration date specified in
               the Option Award  Agreement) to be determined by the Committee at
               any time  during the period  that any other  Options  held by the
               Participant are exercisable.

          (ii) Upon the  death  or  Total  Disability  (during  a  Participant's
               employment or within 3 months after termination of employment for
               any reason  other than  termination  for cause) of a  Participant
               holding  an Option  who is not  immediately  eligible  to receive
               benefits under the terms of the Citizens  Pension  Plans,  his or
               her Options may be exercised  only to the extent  exercisable  at
               the  time  of  death  or  Total   Disability   (or  such  earlier
               termination of employment)  from time to time (A) in the event of
               death or Total  Disability,  within the 12 months following death
               or Total  Disability or (B) in the event of such  termination  of
               employment  followed  by death or Total  Disability  within the 3
               months  after such  termination,  within the 12 months  following
               such termination. The Committee,  however, in its discretion, may
               provide that any Options  outstanding  but not exercisable at the
               date of the first to occur of death  or,  Total  Disability  will
               become  exercisable  in  accordance  with a  schedule  (which may
               extend the limits referred to above, but not to a date later than
               the  final   expiration  date  specified  in  such  Option  Award
               Agreement)  to be  determined by the Committee at any time during
               the period  while any other  Option  held by the  Participant  is
               exercisable.

          (iii)Upon death,  Total  Disability or Termination  Without Cause of a
               Participant  holding an Option(s) who is immediately  eligible to
               receive  benefits under the terms of the Citizens  Pension Plans,
               his or her  Options  may be  exercised  in full as to all  shares
               covered  by  Option  Award   Agreements   (whether  or  not  then
               exercisable) at any time, or from time to time, but no later than
               the expiration  date specified in such Option Award  Agreement as
               specified  in  Section  5(b)  above or, in the case of  incentive
               Options,  within 12 months following such death, Total Disability
               or Termination Without Cause.

          (iv) If  the  employment  of  a  Participant   holding  an  Option  is
               terminated  for  deliberate,  willful  or  gross  misconduct,  as
               determined by the Company, all rights of such Participant and any
               Family  Member or Family Trust or other  transferee to which such
               Participant  has  transferred his or her Option shall expire upon
               receipt by the Participant of the notice of such termination.

          (v)  In the event of the death of a  Participant,  his or her  Options
               may  be   exercised   by  the  person  or  persons  to  whom  the
               Participant's rights under the Option pass by will, or if no such
               person has such right, by his or her executors or  administrators
               or Beneficiary. The death of a Participant after Total Disability
               or Termination Without Cause will not adversely effect the rights
               of a  Participant  or anyone  entitled  to the  benefits  of such
               Option.

     (g) Except as otherwise  determined  by the  Committee,  no Option  granted
under  the  Plan  shall  be  transferable  other  than by will or by the laws of
descent and distribution,  unless the Committee determines that an Option may be
transferred  by a  Participant  to a  Family  Member  or  Family  Trust or other
transferee.  Such transfer shall be evidenced by a writing from a grantee to the
Committee or Committee's designee on a form established by the Committee. Absent
an authorized  transfer during the lifetime of the Participant,  an Option shall
be   exercisable   only  by  him  or  her  by  his  or  her  guardian  or  legal
representative.

     (h) With respect to an incentive stock option,  the Committee shall specify
such terms and  provisions  as the  Committee  may  determine to be necessary or
desirable in order to qualify such Option as an  incentive  stock option  within
the meaning of Section 422 of the Code.

     (i) If authorized by the Committee in its sole discretion,  the Company may
accept the surrender of the right to exercise any Option  granted under the Plan
as to all or any of  the  shares  of  Stock  as to  which  the  Option  is  then
exercisable, in exchange for payment to the optionee (in cash or shares of Stock
valued at the then Fair Market Value) of an amount not to exceed the  difference
between  the  option  price and the then Fair  Market  Value of the shares as to
which such right to exercise is surrendered.

                                    SECTION 6

                               PERFORMANCE SHARES
                               ------------------

     (a) The Committee  shall determine a performance  period (the  "Performance
Period") of one or more years and shall determine the performance objectives for
grants of Performance Shares.  Performance  objectives may vary from Participant
to Participant and between groups of  Participants  and shall be based upon such
performance  criteria  or  combination  of  factors  as the  Committee  may deem
appropriate.  The  performance  objectives  determined by the Committee for each
performance  share award shall be based on: stock price;  market  share;  sales;
earnings per share; operating cash flow; free cash flow; net income or loss; net
income or loss adjusted to exclude  specified  items such as gain or losses from
extraordinary or non-recurring items and non-cash expense and income, and before
specified expense items such as interest, depreciation,  amortization and income
taxes;  EBITDA;  revenues;  return on  equity  or  assets;  cost  control;  or a
combination  of  any of the  foregoing.  Performance  Periods  may  overlap  and
Participants may participate  simultaneously  with respect to Performance Shares
for which different performance periods are prescribed.

     (b) At the beginning of a Performance Period, the Committee shall determine
for each Eligible  Individual or group of Eligible  Individuals  with respect to
that Performance  Period the range of dollar values,  if any, which may be fixed
or may vary in accordance with such  performance or other criteria  specified by
the Committee,  which shall be paid to an Eligible Individual as an Award if the
relevant measure of Company performance for the Performance Period is met.

     (c) If  during  the  course  of a  Performance  Period  there  shall  occur
significant  events as determined by the Committee,  including,  but not limited
to, a  reorganization  of the  Company,  which the  Committee  expects to have a
substantial effect on a performance  objective during such period, the Committee
may revise such objective.

     (d) If a Participant  terminates  service with all Participating  Companies
during a Performance Period because of death, Total Disability, or a significant
event,  as determined by the Committee,  that  Participant  shall be entitled to
payment in settlement of each Performance Share for which the Performance Period
was prescribed (i) based upon the performance objectives satisfied at the end of
such period and (ii) prorated for the portion of the  Performance  Period during
which the  Participant  was  employed by any  Participating  Company;  provided,
however,  the Committee may provide for an earlier payment in settlement of such
Performance  Share in such  amount and under such  terms and  conditions  as the
Committee deems appropriate or desirable with the consent of the Participant. If
a  Participant  terminates  service with all  Participating  Companies  during a
Performance  Period for any other  reason,  then such  Participant  shall not be
entitled to any  payment  with  respect to that  Performance  Period  unless the
Committee shall otherwise determine.

     (e) Each Performance Share may be paid in whole shares of Stock,  including
Restricted  Stock  or  Deferred  Stock  (together  with  any  cash  representing
fractional  shares of Stock), or cash, or a combination of Stock and cash either
as a lump sum  payment or in annual  installments,  all as the  Committee  shall
determine,  at  the  time  of  grant  of the  Performance  Share  or  otherwise,
commencing  as soon as  practicable  after the end of the  relevant  Performance
Period.  Any dividends or  distributions  payable on Performance  Shares (or the
equivalent as specified in the grant),  other than cash  dividends  representing
the  periodic  distribution  of profits  which shall be retained by the Company,
shall  be paid  over  to the  Participant  when  and if  payment  is made of the
underlying Performance Shares, unless the grant provides otherwise.

     Except as  otherwise  provided  in this  Section 6, no  Performance  Shares
awarded  to  Participants  shall  be  sold,  exchanged,   transferred,  pledged,
hypothecated or otherwise  disposed of during the Performance  Period unless the
Committee  determines  that an Award may be  transferred  to a Family  Member or
Family Trust or other transferee.

                                    SECTION 7

                                RESTRICTED STOCK
                                ----------------

     (a) Restricted Stock may be received by a Participant either as an Award or
as the result of an exercise of an Option or as payment for a Performance Share.
Restricted  Stock  shall  be  subject  to  a  restriction  period  (after  which
restrictions  shall lapse) which shall mean a period  commencing on the date the
Award  is  granted  and  ending  on such  date or upon the  achievement  of such
performance or other criteria as the Committee shall determine (the "Restriction
Period").   The  Committee  may  provide  for  the  lapse  of   restrictions  in
installments where deemed appropriate.

     (b) Except as otherwise provided in this Section 7, no shares of Restricted
Stock received by a Participant shall be sold, exchanged,  transferred, pledged,
hypothecated or otherwise  disposed of during the Restriction  Period unless the
Committee  determines  that an Award may be  transferred  by a Participant  to a
Family  Member or  Family  Trust or other  transferee;  provided,  however,  the
Restriction  Period for any  Participant  shall expire and all  restrictions  on
shares of Restricted Stock shall lapse upon the  Participant's  (i) death,  (ii)
Total  Disability or (iii)  Termination  Without Cause where the  Participant is
immediately  eligible to receive  benefits  under the terms of Citizens  Pension
Plans, or with the consent of the Company,  or upon some  significant  event, as
determined by the Committee,  including, but not limited to, a reorganization of
the Company.

     (c) If a Participant terminates employment with all Participating Companies
for any  reason  other than under the  circumstances  referred  to in clause (b)
before the expiration of the Restriction  Period, all shares of Restricted Stock
still subject to restriction shall,  unless the Committee  otherwise  determines
within 90 days after such termination, be forfeited by the Participant and shall
be reacquired by the Company,  and, in the case of  Restricted  Stock  purchased
through the exercise of an Option,  the Company shall refund the purchase  price
paid on the exercise of the Option.

     (d) The Committee  may require under such terms and  conditions as it deems
appropriate or desirable that the  certificates  for Restricted  Stock delivered
under the Plan may be held in custody until the  Restriction  Period  expires or
until  restrictions  thereon  otherwise lapse, and may require as a condition of
any receipt of  Restricted  Stock that the  Participant  shall have  delivered a
stock power endorsed in blank relating to the Restricted Stock.

     (e) Nothing in this Section 7 shall preclude a Participant  from exchanging
any shares of Restricted Stock subject to the restrictions  contained herein for
any other shares of Stock that are similarly restricted.

     (f) Unless the Award  Agreement  provides  otherwise,  amounts equal to any
cash dividends  representing the periodic  distributions of profits declared and
payable  during the  Restriction  Period with respect to the number of shares of
Restricted  Stock  credited to a  Participant  shall be paid to the  Participant
within 30 days after each dividend becomes payable,  unless,  at the time of the
Award,  the  Committee  determines  that the  dividends  should be reinvested in
additional  shares of  Restricted  Stock,  in which  case  additional  shares of
Restricted Stock shall be credited to the Participant  based on the Stock's Fair
Market  Value  at the  time of each  such  dividend,  or  unless  the  Committee
specifies  otherwise.  All dividends or  distributions  payable on shares (other
than  cash  dividends   representing  periodic   distributions  of  profits)  of
Restricted  Stock (or the  equivalent  as  specified in the grant) shall be paid
over to the  Participant  when and if as  restrictions  lapse on the  underlying
shares of Restricted Stock, unless the grant provides otherwise.

                                    SECTION 8

                                 DEFERRED STOCK
                                 --------------

     (a) Deferred Stock may be credited to an Eligible  Individual  either as an
Award  or as  the  result  of an  exercise  of an  Option  or as  payment  for a
Performance  Share.  Deferred Stock shall be subject to a deferral  period which
shall mean a period  commencing  on the date the Award is granted  and ending on
such  date or upon  the  achievement  of such  performance  or  criteria  as the
Committee shall determine (the "Deferral Period"). The Committee may provide for
the expiration of the Deferral Period in installments where deemed appropriate.

     (b) Except as  otherwise  provided  in this  Section 8, no  Deferred  Stock
credited  to  Participant  shall  be  sold,  exchanged,   transferred,  pledged,
hypothecated  or  otherwise  disposed of during the Deferral  Period  unless the
Committee  determines  that an Award may be  transferred  to a Family  Member or
Family Trust or other transferee; provided, however, the Deferral Period for any
Participant shall expire upon the Participant's (i) death, (ii) Total Disability
or (iii) Termination Without Cause where the Participant is immediately eligible
to receive benefits under the terms of Citizens Pension Plans, or an earlier age
with the consent of the Company,  or upon some significant  event, as determined
by the  Committee,  including,  but not  limited  to,  a  reorganization  of the
Company.

     (c) At the  expiration of the Deferral  Period,  the  Participant  shall be
entitled  to  receive a  certificate  pursuant  to  Section 10 for the number of
shares of Stock equal to the number of shares of Deferred  Stock credited on his
or her behalf.  Unless the Award Agreement provides otherwise,  amounts equal to
any cash dividends  representing the periodic  distributions of profits declared
and payable  during the Deferral  Period with respect to the number of shares of
Deferred  Stock  credited  to a  Participant  shall be paid to such  Participant
within 30 days after each dividend  becomes payable  unless,  at the time of the
Award,  the Committee  determined  that such  dividends  should be reinvested in
additional shares of Deferred Stock, in which case additional shares of Deferred
Stock  shall be  credited to the  Participant  based on the Stock's  Fair Market
Value at the time of each such  dividend,  or  unless  the  Committee  specifies
otherwise.  All  dividends or  distributions  payable on shares (other than cash
dividends  representing periodic distributions of profits) of Deferred Stock (or
the equivalent as specified in the grant) shall be paid over to the  Participant
when the Deferral Period ends, unless the grant provides otherwise.

     (d) If a Participant terminates employment with all Participating Companies
for any  reason  other than under the  circumstances  referred  to in clause (b)
before the  expiration  of the  Deferral  Period,  all shares of Deferred  Stock
shall,  unless  the  Committee  otherwise  determines  within 90 days after such
termination, be forfeited by the Participant, and, in the case of Deferred Stock
purchased  through the  exercise  of an Option,  the  Company  shall  refund the
purchase price paid on the exercise of the Option.

                                    SECTION 9

                            OTHER STOCK-BASED AWARDS
                            ------------------------

     Phantom Stock may be credited to an Eligible  Individual either as an Award
or as the result of an  exercise  of an Option or as payment  for a  Performance
Share.  Each  share of  Phantom  Stock  may be paid in whole  shares  of  Stock,
including   Restricted   Stock  or  Deferred  Stock   (together  with  any  cash
representing fractional shares of Stock), or cash, or a combination of Stock and
cash  either  as a  lump  sum  payment  or in  annual  installments,  all as the
Committee  shall  determine,  at the  time of  grant  of the  Phantom  Stock  or
otherwise,  commencing as soon as practicable  after the payment date designated
by the Committee.  Any dividends or  distributions  payable on Phantom Stock (or
the   equivalent  as  specified  in  the  grant),   other  than  cash  dividends
representing the periodic distribution of profits which shall be retained by the
Company,  shall be paid over to the  Participant  when and if payment is made of
the underlying Phantom Stock, unless the grant provides otherwise.

     Except as otherwise provided in this Section 9, no Phantom Stock awarded to
Participants shall be sold,  exchanged,  transferred,  pledged,  hypothecated or
otherwise  disposed  of unless  the  Committee  determines  that an Award may be
transferred to a Family Member or Family Trust or other transferee.

     The Committee  may grant other Awards under the Plan which are  denominated
in stock units or pursuant to which shares of Stock may be  acquired,  including
Awards valued using  measures  other than market value or Fair Market Value,  if
deemed by the Committee in its discretion to be consistent  with the purposes of
the Plan.  Subject to the terms of the Plan, the Committee  shall  determine the
form of such  Awards,  the  number of shares of Stock to be  granted  or covered
pursuant to such Awards and all other terms and conditions of such Awards.

                                   SECTION 10

                        CERTIFICATES FOR AWARDS OF STOCK
                        --------------------------------

     (a) Subject to Section 7(d), each Participant entitled to receive shares of
Stock under the Plan shall be issued a certificate for such shares or have their
shares registered for their account in book entry form by the Company's transfer
agent. In the instance of a certificate, such certificate shall be registered in
the name of the Participant,  and shall bear an appropriate  legend reciting the
terms, conditions and restrictions,  if any, applicable to such shares and shall
be subject to appropriate stop-transfer orders.

     (b) The  Company  shall not be  required  to issue or deliver any shares or
certificates  for shares of Stock prior to (i) the listing of such shares on any
stock  exchange  or  quotation  system  on which the Stock may then be listed or
quoted, and (ii) the completion of any registration,  qualification, approval or
authorization  of such  shares  under any federal or state law, or any ruling or
regulation or approval or  authorization  of such shares under any  governmental
body which the Company shall, in its sole discretion,  determine to be necessary
or advisable.

     (c) All shares and  certificates  for shares of Stock  delivered  under the
Plan shall also be subject to such  stop-transfer  orders and other restrictions
as the  Committee may deem  advisable  under the rules,  regulations,  and other
requirements  of the SEC, any stock exchange upon which the Stock is then listed
and any  applicable  federal or state  securities  or regulatory  laws,  and the
Committee may cause a legend or legends to be placed on any such certificates to
make appropriate  reference to such  restrictions.  The foregoing  provisions of
this  Section  10(c) shall not be effective if and to the extent that the shares
of Stock  delivered  under the Plan are  covered  by an  effective  and  current
registration  statement under the Securities Act, or if the Committee determines
that  application  of such  provisions is no longer  required or  desirable.  In
making such determination, the Committee may rely upon an opinion of counsel for
the Company.

     (d) Except for the  restrictions on Restricted  Stock under Section 7, each
Participant  who  receives  an award of Stock  shall have all of the rights of a
stockholder with respect to such shares,  including the right to vote the shares
and receive dividends and other distributions. No Participant awarded an Option,
a Performance Share or Deferred Stock shall have any right as a stockholder with
respect to any shares subject to such Award prior to the date of issuance to him
or her of certificate or certificates for such shares.

     No  Participant  awarded  Phantom Stock or other share units shall have any
right  as a  stockholder  with  respect  to any  shares  whose  value is used to
determine  the value of such Phantom  Stock or share units;  provided,  however,
that this sentence  shall not preclude any Award of Phantom Stock or share units
from providing  dividend  equivalent rights or payouts to the Participant in the
form of shares of the  Company's  Stock  (and the  Participant  shall  have full
stockholder rights with respect to any such paid out shares).

                                   SECTION 11

                                   BENEFICIARY
                                   -----------

     (a) Each  Eligible  Individual  shall  file  with the  Committee  a written
designation of one or more persons as the  Beneficiary  who shall be entitled to
receive  the Award,  if any,  payable  under the Plan upon his or her death.  An
Eligible  Individual  may  from  time  to  time  revoke  or  change  his  or her
Beneficiary designation without the consent of any prior Beneficiary by filing a
new designation with the Committee.  The last such  designation  received by the
Committee  shall be controlling;  provided,  however,  that no  designation,  or
change  or  revocation  thereof,  shall  be  effective  unless  received  by the
Committee prior to the Eligible  Individual's death, and in no event shall it be
effective as of a date prior to such receipt.

     (b) If no such  Beneficiary  designation  is in  effect  at the  time of an
Employee's  death,  or  if  no  designated  Beneficiary  survives  the  Eligible
Individual or if such designation  conflicts with law, the Eligible Individual's
estate shall be entitled to receive the Award,  if any,  payable  under the Plan
upon his or her  death.  If the  Committee  is in  doubt as to the  right of any
person to receive  such  Award,  the  Company  may retain  such  Award,  without
liability for any interest  thereon,  until the Committee  determines  the right
thereto,  or the  Company  may pay  such  Award  into any  court of  appropriate
jurisdiction and such payment shall be a complete discharge of the liability of
the Company therefor.

                                   SECTION 12

                           ADMINISTRATION OF THE PLAN
                           --------------------------

     (a) The Plan shall be  administered  by the Committee,  as appointed by the
Board and serving at the Board's pleasure. Each member of the Committee shall be
both a member of the Board and shall  satisfy  the  "non-employee  director"  or
similar successor requirements, if any, of Rule 16b-3 under the Exchange Act and
the "outside  director" or similar  successor  requirements,  if any, of Section
162(m) of the Code and the regulations promulgated thereunder.

     (b) All decisions, determinations or actions of the Committee made or taken
pursuant  to grants of  authority  under the Plan  shall be made or taken in the
sole and absolute discretion of the Committee and shall be final, conclusive and
binding on all persons for all purposes.

     (c) The  Committee  shall have full  power,  discretion  and  authority  to
interpret, construe and administer the Plan and any part thereof and any related
Award Agreement and define the terms employed in the Plan or any agreement,  and
its interpretations and constructions thereof and actions taken thereunder shall
be final, conclusive and binding on all persons for all purposes.

     (d) The  Committee  shall have full  power,  discretion  and  authority  to
prescribe and rescind rules,  regulations and policies for the administration of
the Plan.

     (e) The Committee's  decisions and  determinations  under the Plan and with
respect to any Award  granted  thereunder  need not be  uniform  and may be made
selectively among Awards,  Participants or Eligible Individuals,  whether or not
such  Awards are  similar  or such  Participants  or  Eligible  Individuals  are
similarly situated.

     (f) The Committee shall keep minutes of its actions under the Plan. The act
of a majority of the members  present at a meeting duly called and held shall be
the act of the Committee.  Any decision or determination  reduced to writing and
signed by all members of the Committee shall be fully as effective as if made by
unanimous vote at a meeting duly called and held.

     (g)  The  Committee  may  employ  such  legal  counsel,  including  without
limitation  independent  legal  counsel  and counsel  regularly  employed by the
Company,  consultants  and agents as the Committee may deem  appropriate for the
administration  of the Plan and may rely upon any opinion received from any such
counsel or consultant and any computations  received from any such consultant or
agent. All expenses  incurred by the Committee in interpreting and administering
the  Plan,   including  without  limitation,   meeting  fees  and  expenses  and
professional fees, shall be paid by the Company.

     (h) No member  or former  member  of the  Committee  or the Board  shall be
liable for any action or  determination  made in good faith with  respect to the
Plan or any  Award  granted  under  it.  Each  member  or  former  member of the
Committee  or the Board shall be  indemnified  and held  harmless by the Company
against all cost or expense  (including  counsel fees and expenses) or liability
(including any sum paid in settlement of a claim with the approval of the Board)
arising  out of any act or omission  to act in  connection  with the Plan unless
arising out of such  member's or former  member's  own fraud or bad faith.  Such
indemnification  shall  be in  addition  to any  rights  to  indemnification  or
insurance  the members or former  member may have as  directors or under the by-
laws of the Company or otherwise.

     (i) The  Committee's  determination  that  an  Option,  Performance  Share,
Restricted Stock,  Deferred Stock or other Stock-based Awards may be transferred
by a Participant  to a Family Member or Family Trust or other  transferee may be
set forth in: determinations pursuant to Section 12(c), rules and regulations of
general  application  adopted  pursuant to Section  12(d),  in the written Award
Agreement,  or by a writing delivered to the Participant made any time after the
relevant  Award or  Awards  have  been  granted,  on a  case-by-case  basis,  or
otherwise.  In any event,  the transferee or Family Member or Family Trust shall
agree in  writing  to be bound by all the  provisions  of the Plan and the Award
Agreement,  and in no event shall any such  transferee have greater rights under
such Award than the Participant effecting such transfer.

     (j) With respect to credits,  shares,  cash or other property credited to a
Participant by reason of dividends or  distributions,  if the Committee shall so
determine,  all such credits,  shares,  cash or other  property to a Participant
shall  be  paid to the  Participant  periodically  at the end of the  applicable
period, whether or not the performance,  employment or other standards (or lapse
of time) upon which such Award is conditioned have been satisfied.  In addition,
the Committee may determine to include in Award  Agreements  granting  Options a
provision  to the effect that (a) an amount equal to any  dividends  (payable in
cash or other  property)  paid  after the grant of the  Option and before to the
exercise of such Option with respect to the number of shares of Stock subject to
such Option shall be credited to a  Participant  and, if the Award  Agreement so
provides, thereafter paid to such Participant within 30 days after each dividend
becomes  payable or, (b) if the  Committee  so  determines,  such Award shall be
reinvested in additional  shares of Stock, in which case such additional  shares
of Stock shall be credited to the  Participant  based on the Stock's Fair Market
Value at the time of payment of each such dividend.  In the latter event, if the
Committee so determines,  such additional  shares of Stock shall be delivered to
the Participant  (whether or not such Option is exercised) at the time that such
Option ceases to be exercisable in accordance with its terms or otherwise.

                                   SECTION 13

                           AMENDMENT OR DISCONTINUANCE
                           ---------------------------

     The Board may, at any time,  amend or terminate the Plan. The Plan may also
be amended by the Committee, provided that all such amendments shall be reported
to  the  Board.  No  amendments   shall  become  effective  unless  approved  by
affirmative vote of the Company's  stockholders if such approval is necessary or
desirable  for the  continued  validity  of the Plan or if the failure to obtain
such approval would adversely  affect the compliance of the Plan with Rule 16b-3
or any  successor  rule under the Exchange Act or Section  162(m) of the Code or
any other rule or regulation. No amendment or termination shall, when taken as a
whole,  adversely and materially  affect the rights of any  Participant  who has
received a  previously  granted  Award  without  his or her  consent  unless the
amendment or termination is necessary or desirable for the continued validity of
the Plan or its compliance with Rule 16b-3 or any other  applicable law, rule or
regulation or pronouncement or to avoid any adverse  consequences  under Section
162(m) of the Code or any requirement of a securities exchange or association or
regulatory or self-regulatory body).

                                   SECTION 14

                 ADJUSTMENTS IN EVENT OF CHANGE IN COMMON STOCK
                 ----------------------------------------------

     In the event of a change in corporate capitalization,  stock split or stock
dividend,  the number of shares  purchasable upon exercise of an Option shall be
increased to the new number of shares  which  result from the shares  covered by
the Option immediately before the change, split or dividend.  The purchase price
per share shall be reduced  proportionately  and the total  purchase  price will
remain the same.

     In  the  event  of any  other  change  in  corporate  capitalization,  or a
corporate  transaction,  such  as  any  merger  of a  corporation  into  another
corporation,  any  consolidation  of  two  or  more  corporations  into  another
corporation,  any  separation  of a  corporation  (including  a spinoff or other
distribution of stock or property by a  corporation),  any  reorganization  of a
corporation  (whether or not such reorganization  comes within the definition of
such term in Section 368 of the Code), or any partial or complete liquidation by
a corporation or other similar event which could distort the  implementation  of
the Plan or the  realization  of its  objectives,  the  Committee  shall make an
appropriate adjustment in the number of shares of Stock (i) which are covered by
the Plan, (ii) which may be granted to any one Eligible Individual and which are
subject to any Award, and the purchase price therefor, and in terms,  conditions
or  restrictions  on  securities  as the  Committee  deems  equitable,  with the
objective that the securities  covered under the Plan or an Award shall be those
securities  which a  Participant  would have received if he or she had exercised
his or her Option prior to the event or been  entitled to his or her  Restricted
or Deferred Stock or Performance Shares.

     All such events occurring  between the effective date of the Option and its
exercise shall result in an adjustment to the Option terms.

                                   SECTION 15

                                CHANGE IN CONTROL
                                -----------------

     Awards may include, or may incorporate from any relevant guidelines adopted
by the Committee,  terms which provide that any or all of the following  actions
or consequences, with any modifications adopted by the Committee, may occur as a
result of, or in  anticipation  of,  any  Change in  Control to assure  fair and
equitable treatment of Participants:

     (a) Any Options outstanding at least six months as of the date of Change in
Control shall, if held by a current employee of the Company,  become immediately
exercisable in full. In addition,  all Participants  may,  regardless of whether
still an  employee  of the  Company,  elect to cancel all or any  portion of any
Option or Award no later  than 90 days  after the  Change in  Control,  in which
event the  Company  shall pay to such  electing  Participant,  an amount in cash
equal to the excess,  if any, of the Current  Market Value (as defined below) of
the shares of Stock, including Performance Shares,  Restricted Stock or Deferred
Stock,  subject to the Option or of the  portion  thereof so  canceled  over the
option price for such shares; provided,  however, that no Participant shall have
the right to elect cancellation  unless and until at least 6 months have elapsed
after the date of grant of the Option.

     (b) Any  Performance  Periods  shall  end and the  Company  shall  pay each
Participant  an  amount  in  cash  equal  to the  value  of  such  Participant's
performance  shares, if any, based upon the Stock's Current Market Value in full
settlement of such performance shares.

     (c) Any  Restriction  Periods  shall  end and the  Company  shall  pay each
Participant  an  amount  in  cash  equal  to the  Current  Market  Value  of the
Restricted Stock held by, or on behalf of, each Participant in exchange for such
Restricted Stock.

     (d)  Any  Deferral  Period  shall  end and the  Company  shall  pay to each
Participant an amount in cash equal to the Current Market Value of the number of
shares of Stock equal to the number of shares of Deferred Stock credited to such
Participant in full settlement of any Deferred Stock Award.

     (e) The Company  shall pay to each  Participant  all  amounts  due, if any,
deferred by or payable under Awards granted to such  Participant  under the Plan
which  are not  Performance  Shares,  Restricted  Stock or  Deferred  Stock,  in
accordance  with the terms  provided by the Committee at the time of deferral or
grant.

     (f) For  purpose of this  Section  15,  "Current  Market  Value"  means the
highest  Fair Market  Value  during the period  commencing  30 days prior to the
Change in Control and ending 30 days after the Change in Control (the "reference
period"); provided that, if the Change in Control occurs as a result of a tender
offer or exchange  offer,  or a merger,  purchase of assets or stock, or another
transaction approved by shareholders of the Company,  Current Market Value means
the higher of (i) the highest Fair Market Value during the reference  period, or
(ii) the highest  price paid per share of Stock  pursuant to such tender  offer,
exchange offer or transaction.

                                   SECTION 16

                                  MISCELLANEOUS
                                  -------------

     (a) Nothing in this Plan or any Award granted  hereunder  shall confer upon
any employee any right to continue in the employ of any Participating Company or
interfere  in any way with the right of any  Participating  Company to terminate
his or her employment at any time.

     (b) No Award payable under the Plan shall be deemed salary or  compensation
for the purpose of computing  benefits under any employee  benefit plan or other
arrangement of any Participating Company for the benefit of its employees unless
the Company shall determine otherwise.

     (c) No Eligible  Individual or Participant shall have any claim to an Award
until it is  actually  granted  under the Plan.  To the  extent  that any person
acquires a right to receive  payments  from the  Company  under this Plan,  such
right shall be no greater than the right of an unsecured general creditor of the
Company. All payments of Awards provided for under the Plan shall be paid by the
Company either by issuing shares of Stock or by delivering cash from the general
funds of the Company or other property of the Company;  provided,  however, that
such  payments  shall be  reduced  by the  amount  of any  payments  made to the
Participant or his or her dependents,  beneficiaries or estate from any trust or
special or separate fund  established in connection  with this Plan. The Company
shall  not be  required  to  establish  a  special  or  separate  fund or  other
segregation  of assets to assure such  payments,  and, if the Company shall make
any investments to aid it in meeting its obligations hereunder,  the Participant
shall have no right,  title, or interest  whatever in or to any such investments
except as may otherwise be expressly  provided in a separate written  instrument
relating to such investments.

     (d) Absence on leave approved by a duly constituted  officer of the Company
shall not be  considered  interruption  or  termination  of  employment  for any
purposes  of the Plan;  provided,  however,  that no Award may be  granted to an
employee while he or she is absent on leave.

     (e) If the  Committee  shall  find that any  person to whom any  Award,  or
portion  thereof,  is  payable  under  the Plan is unable to care for his or her
affairs because of illness or accident,  or is a minor, then any payment due him
or her (unless a prior claim  therefor has been made by a duly  appointed  legal
representative)  may, if the Committee so directs the Company, be paid to his or
her spouse, a child, a relative, an institution maintaining or having custody of
such  person,  or any  other  person  deemed  by the  Committee  to be a  proper
recipient  on behalf of such person  otherwise  entitled  to  payment.  Any such
payment shall be a complete discharge of the liability of the Company therefor.

     (f) The right of any Participant or other person to any Award payable under
the  Plan  may not be  assigned,  transferred,  pledged  or  encumbered,  either
voluntarily  or by  operation  of law,  except as  provided  in  Section 11 with
respect to the  designation  of a Beneficiary or as may otherwise be required by
law or pursuant to a qualified  domestic  relations order as defined by the Code
or  Title  I of the  Employee  Retirement  Income  Security  Act,  or the  rules
thereunder or unless the Committee  determines  that an Award may be transferred
to a Family  Member or Family  Trust or other  transferee.  If, by reason of any
attempted  assignment,  transfer,  pledge,  or  encumbrance or any bankruptcy or
other event  happening at any time,  any amount  payable under the Plan would be
made  subject  to the  debts or  liabilities  of the  Participant  or his or her
Beneficiary  or would  otherwise  devolve upon anyone else and not be enjoyed by
the Participant or his or her Beneficiary or transferee,  Family Trust or Family
Member,  then the  Committee may  terminate  such person's  interest in any such
payment  and direct  that the same be held and  applied to or for the benefit of
the  Participant,  his or her  Beneficiary,  taking into  account the  expressed
wishes of the Participant (or, in the event of his or her death, those of his or
her Beneficiary) in such manner as the Committee may deem proper.

     (g)  Copies  of the  Plan  and all  amendments,  administrative  rules  and
procedures  and  interpretations  shall  be made  available  for  review  to all
Eligible  Individuals  at all reasonable  times at the Company's  administrative
offices.

     (h) The  Committee  may cause to be made,  as a condition  precedent to the
payment  of  any  Award,  or  otherwise,   appropriate   arrangements  with  the
Participant  or his or her  Beneficiary,  for the  withholding  of any  federal,
state,  local or foreign taxes.  The Committee may in its discretion  permit the
payment of such withholding  taxes by authorizing the Company to withhold shares
of Stock to be issued,  or the  Participant  to deliver to the Company shares of
Stock  owned by the  Participant  or  Beneficiary,  in either case having a Fair
Market Value equal to the amount of such taxes,  or otherwise  permit a cashless
exercise.

     (i) All elections, designations,  requests, notices, instructions and other
communications from an Eligible  Individual,  Participant,  Beneficiary or other
person to the Committee,  required or permitted under the Plan, shall be in such
form as is prescribed  from time to time by the Committee and shall be mailed by
first class mail or  transmitted by facsimile copy or delivered to such location
as shall be specified by the Committee.

     (j) The  terms  of the Plan  shall be  binding  upon  the  Company  and its
successors and assigns.

     (k) Captions  preceding the sections hereof are inserted solely as a matter
of  convenience  and in no way  define  or  limit  the  scope or  intent  of any
provision hereof.

     (l) The Plan and the grant,  exercise  and  carrying out of Awards shall be
subject to all applicable  federal and state laws, rules, and regulations and to
all  required or  otherwise  appropriate  approvals  and  authorizations  by any
governmental  or  regulatory  agency or  commission.  The Company  shall have no
obligation of any nature  hereunder to any Eligible  Individual,  Participant or
any other  person in the absence of all  necessary  or  desirable  approvals  or
authorizations and shall have no obligation to seek or obtain the same.

     (m) Whenever possible,  each provision of this Plan and any Award Agreement
will be interpreted in such manner as to be effective and valid under applicable
law, but if any such provision is held to be  ineffective,  invalid,  illegal or
unenforceable  in any respect under the  applicable  laws or  regulations of the
United  States or any state,  such  ineffectiveness,  invalidity,  illegality or
unenforceability  will not affect any other provision but this Plan and any such
agreement will be reformed, construed and enforced so as to carry out the intent
hereof or thereof  and as if any  invalid or  illegal  provision  had never been
contained herein.

     (n) The Committee, in its discretion, may defer the payment of an Award, if
such payment  would cause the annual  remuneration  of a  Participant,  who is a
covered employee under Section 162(m) of the Code, to exceed $1,000,000.

     (o) The Plan shall be construed and governed under the laws of the State of
Delaware.

                                   SECTION 17

                     EFFECTIVE DATE AND STOCKHOLDER APPROVAL
                     ---------------------------------------

     The Effective  Date of the Plan shall be May 18, 2000,  subject to approval
by the holders of a majority of the  Company's  common  stock at the 2001 Annual
Meeting.  Any Awards granted prior to the 2001 Annual Meeting will be subject to
the receipt of such approval. No Awards will be granted under the Plan after the
expiration of ten years from the Effective Date.


<PAGE>

                                                                  EXHIBIT 5


                                                     May 22, 2001

Citizens Communications Company
High Ridge Park, Building No. 3
Stamford, CT  06905

     Re:  Registration Statement on Form S-8 of Citizens  Communications Company
          Relating  to the  Issuance of Shares of Common  Stock  Pursuant to the
          Citizens  Communications  Company  Amended  and  Restated  2000 Equity
          Incentive Plan (the "Plan")

Ladies and Gentlemen:

     As  special  counsel  to  Citizens   Communications   Company,  a  Delaware
corporation  (the  "Company"),  in connection  with the  registration  under the
Securities  Act of  1933  (the  "Securities  Act")  of up to  12,500,000  shares
(subject to  adjustment)  of common  stock of the  Company,  par value $0.25 per
share (the "Shares"),  to be issued by the Company from time to time pursuant to
the  Plan,  we  have  examined  the  Registration  Statement  on Form  S-8  (the
"Registration  Statement")  relating thereto to be filed with the Securities and
Exchange  Commission  under the  Securities  Act, and such other  documents  and
records as we have considered necessary for the purposes of this opinion.

     In such examination, we have assumed the genuineness of all signatures, the
authenticity  of all documents  submitted to us as originals,  the conformity to
original  documents  of  all  documents  submitted  to  us  as  copies  and  the
authenticity of the originals of such copies.

     Based upon and subject to the foregoing, we are of the opinion that when:

          (a)  the  applicable  provisions  of the  Securities  Act and of State
               securities or blue sky laws shall have been complied with, and

          (b)  the Company's  Board of Directors  shall have duly authorized the
               issuance of the Shares, and

          (c)  the Shares  shall have been duly issued and paid for in an amount
               not less than par value of $0.25 per share,

the Shares will be legally issued, fully paid and non-assessable.

     The  foregoing  opinion is limited to the Federal laws of the United States
and the General Corporation Law of the State of Delaware.  We express no opinion
as to the effect of the laws of any other jurisdiction.
<PAGE>

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement.  In giving such consent, we do not hereby admit that we
are within the category of persons whose consent is required  under Section 7 of
the Securities  Act or the rules and  regulations of the Securities and Exchange
Commission.

                                              Very truly yours,



                                          /s/ Pillsbury Winthrop LLP


<PAGE>



                                                            EXHIBIT 23.2


                    INDEPENDENT AUDITOR'S CONSENT


The Board of Directors
Citizens Communications Company:

We consent to the  incorporation by reference in the  registration  statement on
Form S-8 of Citizens  Communications Company (the "Company") of our report dated
March 8, 2001,  covering our audits of the  consolidated  balance  sheets of the
Company  and  subsidiaries  as of  December  31,  2000 and 1999 and the  related
consolidated  statements  of income  (loss)  and  comprehensive  income  (loss),
shareholders'  equity, and cash  flows for each of the  years in the  three-year
period ended  December 31, 2000,  which report  appears in the Company's  Annual
Report on Form 10-K for the fiscal year ended December 31, 2000,  filed with the
Securities and Exchange Commission.





                                       /s/ KPMG LLP


New York, New York
May 22, 2001

<PAGE>

                                                        Exhibit 23.3

Consent of Independent Public Accountants

As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this  registration  statement of our reports dated January 27, 2000
and January 28, 1999 on the financial  statements  of Contel of Minnesota,  Inc.
and to all references to our Firm included in this registration statement.



                                        /s/ Arthur Andersen LLP

Dallas, Texas
May 22, 2001

<PAGE>

                                                        Exhibit 23.4


                  CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

     As independent public  accountants,  we hereby consent to the incorporation
by reference in this Citizens  Communications  Company Registration Statement on
Form S-8  dated May 22,  2001 of our  report  dated  May 4, 2001 on the  special
purpose statements of selected assets,  liabilities and parent's equity of Qwest
Communications  International  Inc.'s  (formerly U S WEST,  Inc.) selected Qwest
Exchanges  (formerly  selected U S WEST  Exchanges)  as of December 31, 2000 and
1999 and the related statements of revenues and expenses and cash flows for each
of the three years in the period ended  December 31, 2000 and to all  references
to our Firm included in this Registration Statements.


                                        /s/ Arthur Andersen LLP

Denver, Colorado
May 22, 2001

<PAGE>

                                                        Exhibit 23.5


                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent  public  accountants,  we hereby consent to the  incorporation by
reference  in this  Registration  Statement  on  Form  S-8 of our  report  dated
February 15, 2001 (except with respect to the matter discussed in Note 12 of the
combined  financial  statements,  as to which the date is April 18, 2001) on the
combined  financial  statements of Frontier  Incumbent  Local  Exchange  Carrier
Businesses  and to all  references  to our Firm  included  in this  Registration
Statement.



                                        /s/ Arthur Andersen LLP

New York, New York
May 22, 2001

<PAGE>


                                                        Exhibit 23.6

                       Consent of Independent Accountants


We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  of Form S-8 of Citizens  Communications  Company of our report  dated
February 15, 2001 relating to the combined financial  statements of the Frontier
Incumbent Local Exchange Carrier Businesses, which appears in the Current Report
on Form 8-K of Citizens Communications Company dated May 7, 2001.




                                        /s/ PricewaterhouseCoopers LLP

Rochester, New York
May 22, 2001

<PAGE>
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{"company-data": {"conformed-name": "CITIZENS COMMUNICATIONS CO", "cik": "0000020520", "assigned-sic": "4931", "irs-number": "060619596", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61432", "film-number": "1646037"}, "business-address": {"street1": "HIGH RIDGE PK BLDG 3", "street2": "P O BOX 3801", "city": "STAMFORD", "state": "CT", "zip": "06905", "phone": "2033298800"}, "mail-address": {"street1": "HIGH RIDGE PARK BLDG NO 3", "city": "STAMFORD", "state": "CT", "zip": "06905"}, "former-company": {"former-conformed-name": "CITIZENS UTILITIES CO", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on May 22, 2001      File No. _________
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                         CITIZENS COMMUNICATIONS COMPANY
             (Exact name of registrant as specified in its charter)

               Delaware                                 06-0619596
    (State or other jurisdiction of        (I.R.S. Employer Identification No.)
    incorporation or organization)

               Three High Ridge Park, Stamford, Connecticut 06905
               (Address of Principal Executive Offices) (Zip Code)

 Citizens Communications Company Amended and Restated 2000 Equity Incentive Plan
                            (Full title of the plan)

                               Scott N. Schneider
             Vice Chairman of the Board and Executive Vice President
                         Citizens Communications Company
                              Three High Ridge Park
                           Stamford, Connecticut 06905
                     (Name and address of agent for service)

                                 (203) 614-5600
                     (Telephone number, including area code,
                              of agent for service)

                                   Copies to:
                              Robert J. Rawn, Esq.
                             Pillsbury Winthrop LLP
                                Financial Centre
                              695 East Main Street
                        Stamford, Connecticut 06904-6760
                                 (203) 348-2300

                         CALCULATION OF REGISTRATION FEE
=============================== ==================== ====================== ====================== =================
Title of Securities to Be       Amount to Be         Proposed Maximum       Proposed Maximum       Amount of
Registered                      Registered (1)       Offering Price Per     Aggregate Offering     Registration
                                                     Share (2)              Price (2)              Fee
------------------------------- -------------------- ---------------------- ---------------------- -----------------
Common Stock, par value $0.25   12,500,000           $14.45                 $180,670,283           $45,168
per Share
=============================== ==================== ====================== ====================== =================
(1)  The  amount  to  be  registered  shall  be  deemed  to  include  additional
     securities  to be issued  in  connection  with,  or as a result  of,  stock
     splits, stock dividends and similar transactions.

(2)  Of the 12,500,000  shares available to be registered  hereunder,  as of the
     most  recent  practicable  date (May 18, 2001),  awards  with respect to an
     aggregate  of  5,483,792  shares  have  been  granted  under  the  Plan and
     7,016,208  shares  remain  available  for the  grant of future awards under
     such Plan. The proposed maximum  aggregate  offering price listed above has
     been  determined  pursuant to Rule 457(h) of the Securities Act of 1933, as
     amended,  and represents the sum of (i) the aggregate exercise price of all
     options granted as of May 18, 2001 under the Plan plus (ii) the  product of
     the remaining  shares  available  under the Plan  multiplied by a per share
     price of $13.71,  the average of the  reported  high and low prices on the
     New York Stock Exchange on May 17, 2001.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference

         The following documents filed by Citizens Communications Company
("Company" or "Citizens") (formerly known as Citizens  Utilities  Company)  with
the Securities and Exchange Commission ("Commission") are hereby incorporated by
reference in this registration statement:

     1.   The Company's  Annual Report on Form 10-K for the year ended  December
          31, 2000, filed on March 9, 2001.

     2.   The Company's  Current  Reports on Form 8-K filed on May 16, 2001, May
          10, 2001, May 7, 2001,  April 27, 2001, April 25, 2001, April 4, 2001,
          March 29, 2001, March 8, 2001 and February 13, 2001.

     3.   The  description  of the Common Stock of the Company  contained in the
          "Description  of Capital Stock" section of the Company's  Registration
          Statement on Form S-3/A filed on May 7, 2001.

     All documents  filed by Citizens  pursuant to Section 13(a),  13(c),  14 or
15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), after
the  date  of  this  registration  statement  and  prior  to  the  filing  of  a
post-effective  amendment which indicates that all securities  offered have been
sold or which de-registers all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration  statement and to be a part
hereof from the date of filing of such documents,  provided,  however,  that the
documents enumerated above or subsequently filed by Citizens pursuant to Section
13(a),  13(c),  14 or 15(d) of the  Exchange  Act in each year during  which the
offering made pursuant to this registration  statement is in effect shall not be
incorporated by reference in this registration statement after the filing of the
Company's Annual Report on Form 10-K for such year.

Item 4.       Description of Securities

         Not applicable.

Item 5.       Interests of Named Experts and Counsel

         None.

Item 6.       Indemnification of Directors and Officers

        Citizens, being incorporated under the Delaware General Corporation Law,
is empowered by Section 145 of such law to indemnify  any  officer  or  director
against  certain  expenses,  liabilities  and  payments,  including  liabilities
arising under the  Securities  Act of 1933,  (the  "Securities  Act") as therein
provided. In addition,  Citizens' By-Laws 24 and 24A and a resolution adopted by
the Board of Directors in connection with the issuance of certain  securities of
Citizens provide for  indemnification of specified  persons,  including officers
and directors of Citizens,  for  liabilities,  including those arising under the
Securities Act, as provided in the By-Laws and resolution. Generally, By-Laws 24
and 24A provide  that,  to the  fullest  extent  permitted  by  applicable  law,
Citizens shall indemnify and hold harmless,  among other persons, any officer or
director of Citizens or of any other entity for which he or she is acting at the
request of  Citizens,  against all  expenses,  liability  and loss  actually and
reasonably incurred by him or her in connection with any threatened,  pending or
completed  investigation,  claim,  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative.  Such  By-Laws  also  provide that
expenses  incurred by the  indemnitee  in  connection  with such  proceeding  be
advanced by Citizens,  consistent with applicable law. Citizens'  Certificate of
Incorporation  further  provides that no director shall be liable to Citizens or
its  stockholders  for  monetary  damages  for  breach  of  fiduciary  duty as a
director, with stated exceptions.
Insurance is maintained providing  coverage  for  the  Company  and  its
subsidiaries  against  obligations  incurred as a result of  indemnification  of
officers and directors. The coverage also insures the officers and directors for
a  liability  against  which they may not be  indemnified  by the Company or its
subsidiaries but excludes specified dishonest acts.

Item 7.       Exemption from Registration Claimed

         Not applicable.

Item 8.       Exhibits

         See Exhibit Index.

Item 9.       Undertakings

         (a)  The Company hereby undertakes:

                  (1) to file, during  any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement:

                         (i) to  include  any  prospectus  required  by  Section
10(a)(3) of the Securities Act;

                         (ii) to reflect in the  prospectus  any facts or events
arising  after  the effective  date of the  registration  statement (or the most
recent  post-effective  amendment  thereof)  which,   individually   or  in  the
aggregate,  represent  a fundamental  change in the information set forth in the
registration  statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which  was  registered)  and any  deviation  from the  low
or  high  end of the estimated  maximum  offering  range may be reflected in the
form of  prospectus filed with the  Commission  pursuant  to Rule  424(b) if, in
the  aggregate,  the  changes in volume  and  price  represent  no more  than 20
percent  change  in  the  maximum  aggregate  offering  price  set forth  in the
"Calculation of Registration Fee" table in the effective registration statement;
and

                         (iii) to include any material  information with respect
to  the  plan  of  distribution not  previously  disclosed  in the  registration
statement  or  any  material  change  to  such  information in the  registration
statement;

provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply
if the  information  required to be included in a  post-effective  amendment  by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission  by the  registrant  pursuant  to Section 13 or Section  15(d) of the
Exchange Act that are incorporated by reference in the registration statement;
(2) that, for the purpose of determining  any liability under the
Securities Act, each such post-effective  amendment shall be deemed to be a new
registration  statement  relating to the securities  offered therein,  and the
offering of such securities  at that time shall be deemed to be the initial bona
fide offering thereof; and

               (3) to  remove  from  registration  by means of a  post-effective
amendment any of  the securities  being  registered which  remain  unsold at the
termination of the offering.

         (b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities  Act, each filing of the Company's  annual report
pursuant  to Section  13(a) or Section  15(d) of the  Exchange  Act (and,  where
applicable, each filing of the Plan's annual report pursuant to Section 15(d) of
the  Exchange  Act)  that  is  incorporated  by  reference  in the  registration
statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors,  officers and controlling  persons
of  the  Company  pursuant  to  the  foregoing  provisions,  or  otherwise,  the
registrant has been advised that in the opinion of the SEC such  indemnification
is against public policy as expressed in the  Securities Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.
SIGNATURES

     Pursuant to the  requirements of the Securities Act, the Company  certifies
that it has reasonable  grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused  this  registration  statement  to be
signed on its behalf by the undersigned, thereunder duly authorized, in the City
of Stamford, and State of Connecticut, on the 17th day of May, 2001.

                   CITIZENS COMMUNICATIONS COMPANY

                   By: /s/ Scott N. Schneider
                      --------------------------------
                      Scott N. Schneider
                      Vice Chairman of the Board and Executive Vice President
POWER OF ATTORNEY

     Each of the undersigned directors and officers of the Company, individually
as such director or officer,  hereby makes,  constitutes  and appoints  Scott N.
Schneider  with  full  power of  substitution,  as his or her  true  and  lawful
attorney-in-fact  and agent to execute in his or her name,  place and stead,  in
any and all capacities,  and to file with the SEC, the registration statement on
Form S-8 of the  Company  relating  to the  issuance  of shares of common  stock
pursuant to the Citizens Communications Company Amended and Restated 2000 Equity
Incentive Plan and any and all amendments,  including post-effective amendments,
to such  registration  statement,  hereby ratifying and confirming all that said
attorney-in-fact  or his substitute or substitutes may do or cause to be done by
virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act,  this  registration
statement has been signed below by the following  persons in the  capacities and
on the dates indicated.

           Signature                       Title                     Date

 /s/ Leonard Tow              Chairman of the Board (principal   May 17, 2001
----------------------------  executive officer), Chief
(Leonard Tow)                 Executive Officer and Director

/s/ Rudy J. Graf              Vice Chairman of the Board,        May 17, 2001
----------------------------  President, Chief Operating
(Rudy J. Graf)                Officer, and Director

/s/ Scott N. Schneider        Vice Chairman of the Board,        May 17, 2001
----------------------------  Executive Vice President and
(Scott N. Schneider)          Director

/s/ Donald B. Armous          Vice President, Finance and        May 17, 2001
----------------------------  Treasurer (principal financial
(Donald B. Armour)            officer)

/s/ Robert J. Larson          Vice President and Chief           May 21, 2001
----------------------------  Accounting Officer (principal
(Robert J. Larson)            accounting officer)

/s/ Norman I. Botwinik                    Director               May 17, 2001
----------------------------
(Norman I. Botwinik)

/s/ Aaron I. Fleischman                   Director               May 17, 2001
----------------------------
(Aaron I. Fleischman)

/s/ Stanley Harfenist                     Director               May 17, 2001
----------------------------
(Stanley Harfenist)

/s/ Andrew N. Heine                       Director               May 17, 2001
----------------------------
(Andrew N. Heine)

/s/ John L. Schroeder                     Director               May 17, 2001
----------------------------
(John L. Schroeder)

/s/ Robert D. Siff                        Director               May 17, 2001
----------------------------
(Robert D. Siff)
/s/ Robert A. Stanger                     Director               May 17, 2001
----------------------------
(Robert A. Stanger)

/s/ Edwin Tornberg                        Director               May 17, 2001
----------------------------
(Edwin Tornberg)

/s/ Claire L. Tow                         Director               May 17, 2001
----------------------------
(Claire L. Tow)
EXHIBIT INDEX

Exhibit No.               Description

4.1                       Restated  Certificate of  Incorporation   of  Citizens
                          Communications  Company,  dated  as  of  May  19, 2000
                          (incorporated herein  by reference to  Exhibit 3.200.1
                          to the Company's Quarterly Report on Form 10-Q for the
                          quarterly period ended June 30, 2000)

4.2                       By-Laws of Citizens Communications Company, as amended
                          to date (incorporated herein by  reference to  Exhibit
                          3.200.2 to the Company's Quarterly Report on Form 10-Q
                          for the quarterly period ended September 30, 2000)

4.3                       Citizens Communications  Company Amended and  Restated
                          2000 Equity Incentive Plan

5                         Opinion of Pillsbury Winthrop LLP

23.1                      Consent  of  Pillsbury  Winthrop   LLP  (contained  in
                          Exhibit No. 5)

23.2                      Consent of KPMG LLP

23.3                      Consent of Arthur Andersen LLP

23.4                      Consent of Arthur Andersen LLP

23.5                      Consent of Arthur Andersen LLP

23.6                      Consent of PricewaterhouseCoopers LLP

24                        Power of Attorney (included on signature page hereof)
Exhibit 4.3

                         CITIZENS COMMUNICATIONS COMPANY

                              AMENDED AND RESTATED

                           2000 EQUITY INCENTIVE PLAN

                                    SECTION 1

                                     PURPOSE
                                     -------

     The purpose of the  Citizens  Communications  Company  Amended and Restated
2000 Equity  Incentive Plan (the "Plan") is to provide  compensation  incentives
for high levels of  performance  and  productivity  by  individuals  who provide
services  to the  Company.  The Plan is  intended to  strengthen  the  Company's
existing   operations  and  its  ability  to  attract  and  retain   outstanding
individuals upon whose judgment,  initiative and efforts the continued  success,
growth and  development  of the Company is dependent,  as well as encourage such
individuals  to have a greater  personal  financial  investment  in the  Company
through ownership of its common stock.

                                    SECTION 2

                                   DEFINITIONS
                                   -----------

       When used herein, the following terms have the following meanings:

     (a) "AFFILIATE"  means any company  controlled by the Company,  controlling
the Company or under common control with the Company.

     (b) "AWARD" means an award granted to any Eligible Individual in accordance
with the provisions of the Plan.

     (c) "AWARD AGREEMENT" means the written agreement or certificate evidencing
the terms of the Award granted to an Eligible Individual under the Plan.

     (d)  "BENEFICIARY"  means  the  beneficiary  or  beneficiaries   designated
pursuant  to Section 11 to receive the amount,  if any,  payable  under the Plan
upon the death of an Eligible Individual.

     (e) "BOARD" means the Board of Directors of the Company.

     (f) A "CHANGE IN CONTROL" shall mean the occurrence of any of the following
events with respect to the Company:

     (i)  (A) a third  "person"  (other  than an  employee  benefit  plan of the
          Company),  including  a  "group",  as those  terms are used in Section
          13(d) of the Exchange Act, is or becomes the beneficial owner (as that
          term is used in said  Section  13(d)) of stock having  twenty  percent
          (20%) or more of the total  number  of votes  that may be cast for the
          election  of members of the Board or twenty  percent  (20%) or more of
          the fair market value of the Company's  issued and outstanding  stock,
          or (B) the receipt by the Company of any report, schedule, application
          or other document filed with a state or federal governmental agency or
          commission disclosing such ownership or proposed ownership.

     (ii) approval by the  stockholders of the Company of any (1)  consolidation
          or merger or sale of assets of the Company in which the Company is not
          the continuing or surviving corporation or pursuant to which shares of
          stock the Company  would be converted  into cash,  securities or other
          property, other than a consolidation or merger of the Company in which
          holders of its common stock  immediately prior to the consolidation or
          merger have substantially the same  proportionate  ownership of common
          stock of the surviving corporation immediately after the consolidation
          or  merger  as they  held  immediately  before,  or (2)  sale,  lease,
          exchange or other transfer (in one  transaction or a series of related
          transactions) of all or substantially  all the assets or businesses of
          the Company;

     (iii)as a result of, or in connection with, any cash tender offer, exchange
          offer,  merger  or  other  business  combination,  sale of  assets  or
          contested election,  or any combination of the foregoing  transactions
          (a "Transaction"), the persons who are members of the Board before the
          Transaction  shall cease to  constitute a majority of the Board or any
          successor to the Company.

     (g) "CITIZENS  PENSION  PLANS" means any of the Company's  non-contributory
defined-benefit  qualified retirement plans in effect and applicable on the date
in question.

     (h) "CODE" means the Internal  Revenue Code of 1986, as now in effect or as
hereafter  amended.  (All citations to Sections of the Code are to such Sections
as they are currently  designated  and reference to such Sections  shall include
the provisions thereof as they may from time to time be amended or renumbered as
well as any successor provisions and any applicable regulations.)

     (i) "COMPANY" means Citizens  Communications Company and its successors and
assigns.

     (j) "COMMITTEE" means the Compensation  Committee of the Board of Directors
of the Company.

     (k) "DEFERRED  STOCK" means Stock credited to an Eligible  Individual under
the Plan  subject to the  requirements  of  Section 8 and such  other  terms and
restrictions as the Committee deems appropriate or desirable.

     (l) "EFFECTIVE DATE" means May 18, 2000.

     (m) "ELIGIBLE  INDIVIDUAL"  means a director,  officer,  or employee of any
Participating  Company or an  individual  who performs  services for the Company
directly or indirectly as a director,  consultant or otherwise  whose  judgment,
initiative and efforts,  in the judgment of the Committee,  foster the continued
efficiency,  productivity,  growth and development of any Participating Company.
Where required by the context,  "Eligible Individual" includes an individual who
has  been  granted  an  Award  but is no  longer  performing  services  for  any
Participating Company.

     (n) "FAIR  MARKET  VALUE"  means,  unless  another  reasonable  method  for
determining fair market value is specified by the Committee,  the average of the
high and low  sales  prices  of a share of the  appropriate  Series  of Stock as
reported by the New York Stock Exchange (or if such shares are listed on another
national stock exchange or national  quotation  system, as reported or quoted by
such  exchange  or  system)  on the date in  question  or, if no such sales were
reported  for such date,  for the most recent  date on which  sales  prices were
quoted.

     (o) "FAMILY  MEMBER" AND "FAMILY TRUST" shall have the same meanings as are
employed  from time to time by the SEC for the purpose of the  exception  to the
rules  promulgated by the SEC which limit  transferability  of stock options and
stock  awards for  purposes of Section 16 of the  Exchange Act and/or the use of
Form S-8 under the  Securities  Act. For the  purposes of the Plan,  the phrases
"Family Member" and "Family Trust" shall be further  limited,  if necessary,  so
that neither the transfer to a Family  Member or Family Trust nor the ability of
a Participant  to make such a transfer  shall have adverse  consequences  to the
Company or a Participant by reason of Section 162(m) of the Code.

     (p) "OPTION" means an option to purchase Stock,  including Restricted Stock
or Deferred  Stock,  if the Committee so  determines,  subject to the applicable
provisions of Section 5 and awarded in accordance with the terms of the Plan and
which may be an incentive  stock option  qualified under Section 422 of the Code
or a nonqualified stock option.

     (q)  "PARTICIPATING  COMPANY"  means the Company or any subsidiary or other
affiliate of the Company;  provided,  however, for incentive stock options only,
"Participating Company" means the Company, any corporation or other entity which
at the time such option is granted  under the Plan  qualifies as a subsidiary of
the Company  under the  definition  of  "subsidiary  corporation"  contained  in
Section 425(f) of the Code.

     (r)  "PARTICIPANT"  means an Eligible  Individual  who has been or is being
granted an Award.  When required by the context,  the  definition of Participant
shall  include an  individual  who has been granted an Award but is no longer an
employee of any Participating Company.

     (s)  "PERFORMANCE   SHARE"  means  a  performance   share  subject  to  the
requirements of Section 6 and awarded in accordance with the terms of the Plan.

     (t)  "PHANTOM  STOCK"  means a unit  whose  value is  determined  solely by
reference to the value of one or more shares of Stock.  Awards of Phantom  Stock
may be made pursuant to Section 9.

     (u) "PLAN" means the Citizens  Communications Company 2000 Equity Incentive
Plan, as the same may be amended, administered or interpreted from time to time.

     (v) "RESTRICTED  STOCK" means Stock delivered under the Plan subject to the
requirements of Section 7 and such other terms and restrictions as the Committee
deems appropriate or desirable.

     (w) "SEC" means the  Securities  and Exchange  Commission.  "Exchange  Act"
means the  Securities  Exchange  Act of 1934.  "Rule 16b-3" shall mean such rule
promulgated  by the SEC under the  Exchange  Act and,  unless the  circumstances
require  otherwise,  shall  include any other rule or  regulation  adopted under
Sections  16(a) or 16(b) of the Exchange Act relating to compliance  with, or an
exemption  from,  Section  16(b).  "Securities  Act" means the Securities Act of
1933.  Reference to any section of the Securities Act,  Exchange Act or any rule
promulgated thereunder shall include any successor section or rule.

     (x) "STOCK" means the Common Stock of the Company and any successor  Common
Stock.

     (y)  "TERMINATION  WITHOUT CAUSE" means  termination  of employment  with a
Participating  Company by the employer  for any reason  other than death,  Total
Disability or termination for deliberate,  willful or gross misconduct, and also
means voluntary termination of employment by employee.

     (z) "TOTAL  DISABILITY"  means the complete and  permanent  inability of an
Eligible  Individual  to perform all of his or her duties under the terms of his
or her employment with any Participating Company, as determined by the Committee
upon the basis of such evidence, including independent medical reports and data,
as the Company deems appropriate or necessary.

                                    SECTION 3

                           SHARES SUBJECT TO THE PLAN
                           --------------------------

     (a) Subject to  adjustment  as  provided  in Section 14 hereof,  12,500,000
shares of Stock are hereby  reserved for  issuance  pursuant to Awards under the
Plan.  Awards of Phantom Stock or share units that, by the terms of such Awards,
are  payable  solely  in cash  shall not be  subject  to such  limit;  provided,
however,  that such  Awards  shall be subject to a separate  limit such that the
value of all such Awards granted under the Plan shall be determined by reference
to no more than 1,000,000  shares of Stock.  In addition,  Awards of Performance
Shares,  Restricted  Stock,  Deferred Stock or Phantom Stock payable in Stock or
other stock-based  awards shall not exceed 2,500,000 shares of Stock.  Shares of
Stock reserved for issuance  under the Plan shall be made available  either from
authorized  and unissued  shares,  shares held by the Company in its treasury or
reacquired  shares.  The  term  "issued"  shall  include  all  deliveries  to  a
Participant  of shares of Stock pursuant to Awards under the Plan. The Committee
may, in its discretion,  decide to award other shares issued by the Company that
are convertible into Stock or make such shares subject to purchase by an option,
in which event the maximum  number of shares of Stock into which such shares may
be  converted  shall be used in applying  the  aggregate  share limit under this
Section 3 and all provisions of the Plan relating to Stock shall apply with full
force and effect with respect to such convertible shares.

     (b) If, for any reason,  any shares of Stock awarded or subject to purchase
or issuance  under the Plan are not  delivered or are  reacquired by the Company
for reasons  including,  but not limited to, a forfeiture of Restricted Stock or
Deferred Stock or  termination,  expiration or a cancellation  of an Option or a
Performance  Share, such shares of Stock shall be deemed not to have been issued
pursuant  to  Awards  under  the  Plan,  or to have  been  subject  to the Plan;
provided,  however,  that the  counting  of  shares of Stock  subject  to Awards
granted under the Plan against the number of shares available for further Awards
shall in all cases conform to the  requirements of Rule 16b-3 under the Exchange
Act.

     (c) With  respect  to any  Award  constituting  an  Option  granted  to any
Eligible  Individual who is a "covered employee" as defined in Section 162(m) of
the Code that is canceled,  the number of shares of Stock originally  subject to
such Award shall  continue to count in  accordance  with  Section  162(m) of the
Code.

     (d) Unless the Committee otherwise determines,  shares of Stock received by
the Company in connection  with the exercise of Options by delivery of shares or
in connection  with the payment of withholding  taxes shall reduce the number of
shares  deemed to have been  issued  pursuant  to Awards  under the Plan for the
limit set forth in Section 3(a) hereof.

                                    SECTION 4

                      GRANT OF AWARDS AND AWARD AGREEMENTS
                      ------------------------------------

     (a)  Subject  to and in  furtherance  of the  provisions  of the Plan,  the
Committee  shall (i) determine and  designate  from time to time those  Eligible
Individuals or groups of Eligible  Individuals to whom Awards are to be granted;
(ii) grant Awards to Eligible  Individual;  (iii) determine the form or forms of
Award to be granted to any Eligible  Individual;  (iv)  determine  the amount or
number of shares of Stock,  including  Restricted Stock or Deferred Stock if the
Committee so  determines,  subject to each Award;  (v)  determine  the terms and
conditions  (which need not be  identical)  of each Award;  (vi)  determine  the
rights of each  Participant  after  employment  has  terminated  and the periods
during  which  such  rights  may  be  exercised;   (vii)  establish  and  modify
performance  objectives;  (viii)  determine  whether and to what extent Eligible
Individuals shall be allowed or required to defer receipt of any Awards or other
amounts  payable under the Plan to the  occurrence of a specified date or event;
(ix)  determine  the price at which  shares of Stock may be  offered  under each
Award  which  price  may,  except in the case of  Options,  be zero;  (x) permit
cashless  exercise of Options and other  Awards of a sale,  loan or other nature
covering  exercise  prices  and/or income taxes;  (xi)  interpret,  construe and
administer  the Plan and any  related  Award  Agreement  and  define  the  terms
employed  therein;  and  (xii)  make  all of  the  determinations  necessary  or
advisable  with  respect  to the Plan or any Award  granted  thereunder.  Awards
granted to different Eligible  Individuals or Participants need not be identical
and, in addition, may be modified in different respects by the Committee.

     (b) Each Award granted under the Plan shall be evidenced by a written Award
Agreement, in a form approved by the Committee.  Such agreement shall be subject
to and incorporate the express terms and conditions,  if any, required under the
Plan or as  required  by the  Committee  for the form of Award  granted and such
other terms and conditions as the Committee may specify.

     (c) The Committee may, prospectively or retroactively,  modify or amend the
terms  of any  Award  granted  under  the  Plan or  waive  any  restrictions  or
conditions  applicable  to any  Award or the  exercise  or  realization  thereof
(except that the Committee may not undertake any such modifications,  amendments
or waivers if the effect  thereof,  taken as a whole,  adversely and  materially
affects the rights of any recipient of previously  granted Awards without his or
her  consent,  unless such  modification,  amendment  or waiver is  necessary or
desirable for the  continued  validity of the Plan or its  compliance  with Rule
16b-3 or any other  applicable  law, rule or regulation or  pronouncement  or to
avoid  any  adverse  consequences  under  Section  162(m)  of  the  Code  or any
requirement   of  a  securities   exchange  or   association  or  regulatory  or
self-regulatory  body).   Notwithstanding  the  foregoing,  no  such  amendment,
modification  or waiver  may alter the terms of any  Option to reduce the Option
price per share.  Further,  the  Committee  may not,  without  the  approval  of
shareholders,  cancel any  outstanding  Option and  replace it with a new Option
with a lower  Option  price  where  the  economic  effect  would  be the same as
reducing the Option price of the cancelled Option.

     (d) In any  calendar  year,  no  Eligible  Individual  may  receive  Awards
covering  more  than  2,000,000  shares of the  Company's  Stock if the Award is
denominated in or valued by reference to a number of shares,  or if the Award is
denominated in dollars, $750,000 in dollar value. Such number of shares shall be
adjusted in accordance with Section 14 hereof.

                                    SECTION 5

                                  STOCK OPTIONS
                                  -------------

     (a) With respect to the Options,  the  Committee  shall (i)  authorize  the
granting  of  incentive  stock  options,   nonqualified  stock  options,   or  a
combination of incentive  stock options and  nonqualified  stock  options;  (ii)
determine the number of shares of Stock subject to each Option;  (iii) determine
whether such Stock shall be  Restricted  Stock or, with respect to  nonqualified
stock options, Deferred Stock; and (iv) determine the time or times when and the
manner  in which  each  Option  shall be  exercisable  and the  duration  of the
exercise  period;  provided,  however,  that the  aggregate  Fair  Market  Value
(determined as of the date of Option is granted) of the Stock  (disregarding any
restrictions in the case of Restricted  Stock) for which incentive stock options
granted to any Eligible  Individual under this Plan may first become exercisable
in any calendar year shall not exceed $100,000.  Notwithstanding  the foregoing,
to the extent that Options  intended to be incentive stock options granted to an
Eligible  Individual  under  this  Plan  for any  reason  exceed  such  limit on
exercisability,  such  excess  Options  shall be treated as  nonqualified  stock
options as provided  under  Section  422(d) of the Code,  but shall in all other
respects remain outstanding and exercisable in accordance with their terms.

     (b) The exercise  period for a nonqualified  stock option shall be 10 years
from the  date of  grant  or such  shorter  period  as may be  specified  by the
Committee  at the time of grant.  The  exercise  period for an  incentive  stock
option, including any extension which the Committee may from time to time decide
to grant, shall not exceed 10 years from the date of grant;  provided,  however,
that, in the case of an incentive stock option granted to an Eligible Individual
who,  at the time of grant,  owns  stock  possessing  more than 10% of the total
combined  voting  power  of  all  classes  of  stock  of  the  Company  (a  "10%
Stockholder"),  such period,  including extensions,  shall not exceed five years
from the date of grant.

     (c) The Option price per share shall be  determined by the Committee at the
time any Option is granted and shall be not less than the Fair Market Value, or,
in the case of an  incentive  stock  option  granted to a 10%  Stockholder,  110
percent of the Fair Market Value,  disregarding  any restrictions in the case of
Restricted  Stock or  Deferred  Stock,  on the date the  Option is  granted,  as
determined  by the  Committee;  provided,  however,  that such price shall be at
least equal to the par value of one share of Stock;  provided further,  however,
that in the  discretion  of the  Committee in the case of a  nonstatutory  stock
option, the Option price per share may be less than the Fair Market Value in the
case of an Option granted in order to induce an individual to become an employee
of a  Participating  Company  or in the case of an  Option  granted  to a new or
prospective  employee  in order to replace  stock  options  or other  long- term
incentives under a program maintained by a prior employer which are forfeited or
cease to be  available  to the new  employee  by  reason of his  termination  of
employment with his prior employer.

     (d) No part of any Option may be exercised  (i) until the  Participant  who
has been granted the Award shall have remained in the employ of a  Participating
Company  for such  period  after the date on which the  Option is granted as the
Committee may specify and (ii) until  achievement  of such  performance of other
criteria,  if any, by the Participant,  as the Committee may specify.  An Option
shall commence to be  exercisable no earlier than six months  following the date
the Option is granted.  The Committee may further  require that an Option become
exercisable in installments.

     (e) Except as otherwise  provided in the Plan,  the  purchase  price of the
shares as to which an Option shall be exercised  shall be paid to the Company at
the  time of  exercise  either  in cash or in such  other  consideration  as the
Committee deems appropriate,  including,  Stock, or with respect to nonqualified
options,  Restricted  Stock or Deferred  Stock,  already  owned by the  optionee
(subject to any minimum  holding period  specified by the  Committee),  having a
total Fair Market Value,  as determined by the Committee,  equal to the purchase
price, or a combination of cash and such other consideration having a total Fair
Market Value, as so determined,  equal to the purchase price; provided, however,
that if payment of the exercise price is made in whole or in part in the form of
Restricted  Stock or Deferred Stock, the Stock received upon the exercise of the
Option shall be Restricted Stock or Deferred Stock, as the case may be, at least
with  respect to the same number of shares and subject to the same  restrictions
or other  limitations  as the  Restricted  Stock or  Deferred  Stock paid on the
exercise  of the  Option.  The  Committee  may provide  that a  Participant  who
delivers  shares of Stock to the  Company,  or sells shares of Stock and applies
all of the proceeds,  (a) to pay, or reimburse the payment of the exercise price
of shares of Stock acquired under an employee stock option or to purchase shares
of Stock under an employee award or grant, an employee  purchase plan or program
or any other  stock-based  employee  benefit or incentive plan,  (whether or not
such  award or grant is under  this  Plan)  and/or  (b) to pay  federal or state
income  taxes  resulting  from the  exercise of such  options or the purchase of
shares of Stock  pursuant  to any such  grant,  award,  plan or  program,  shall
receive a  replacement  Option under this Plan to purchase a number of shares of
Stock equal to the number of shares of Stock delivered to the Company,  or sold,
the proceeds of the sale of which are applied as aforesaid in this sentence. The
replacement  Option  shall have an exercise  price equal to Fair Market Value on
the date of such payment and shall  include such other terms and  conditions  as
the Committee may specify.

      (f)  (i) Upon  the  Termination  Without Cause  of a  Participant  holding
               Options who is not immediately eligible to receive benefits under
               the terms of the Citizens  Pension Plans,  his or her Options may
               be exercised to the extent exercisable on the date of Termination
               Without Cause, at any time and from time to time within the three
               months of the date of such Termination.  The Committee,  however,
               in  its  discretion,  may  provide  that  any  Option  of  such a
               Participant  which is not exercisable by its terms on the date of
               Termination  Without Cause will become  exercisable in accordance
               with a schedule  (which may  extend  the time limit  referred  to
               above,  but not later than the final expiration date specified in
               the Option Award  Agreement) to be determined by the Committee at
               any time  during the period  that any other  Options  held by the
               Participant are exercisable.

          (ii) Upon the  death  or  Total  Disability  (during  a  Participant's
               employment or within 3 months after termination of employment for
               any reason  other than  termination  for cause) of a  Participant
               holding  an Option  who is not  immediately  eligible  to receive
               benefits under the terms of the Citizens  Pension  Plans,  his or
               her Options may be exercised  only to the extent  exercisable  at
               the  time  of  death  or  Total   Disability   (or  such  earlier
               termination of employment)  from time to time (A) in the event of
               death or Total  Disability,  within the 12 months following death
               or Total  Disability or (B) in the event of such  termination  of
               employment  followed  by death or Total  Disability  within the 3
               months  after such  termination,  within the 12 months  following
               such termination. The Committee,  however, in its discretion, may
               provide that any Options  outstanding  but not exercisable at the
               date of the first to occur of death  or,  Total  Disability  will
               become  exercisable  in  accordance  with a  schedule  (which may
               extend the limits referred to above, but not to a date later than
               the  final   expiration  date  specified  in  such  Option  Award
               Agreement)  to be  determined by the Committee at any time during
               the period  while any other  Option  held by the  Participant  is
               exercisable.

          (iii)Upon death,  Total  Disability or Termination  Without Cause of a
               Participant  holding an Option(s) who is immediately  eligible to
               receive  benefits under the terms of the Citizens  Pension Plans,
               his or her  Options  may be  exercised  in full as to all  shares
               covered  by  Option  Award   Agreements   (whether  or  not  then
               exercisable) at any time, or from time to time, but no later than
               the expiration  date specified in such Option Award  Agreement as
               specified  in  Section  5(b)  above or, in the case of  incentive
               Options,  within 12 months following such death, Total Disability
               or Termination Without Cause.

          (iv) If  the  employment  of  a  Participant   holding  an  Option  is
               terminated  for  deliberate,  willful  or  gross  misconduct,  as
               determined by the Company, all rights of such Participant and any
               Family  Member or Family Trust or other  transferee to which such
               Participant  has  transferred his or her Option shall expire upon
               receipt by the Participant of the notice of such termination.

          (v)  In the event of the death of a  Participant,  his or her  Options
               may  be   exercised   by  the  person  or  persons  to  whom  the
               Participant's rights under the Option pass by will, or if no such
               person has such right, by his or her executors or  administrators
               or Beneficiary. The death of a Participant after Total Disability
               or Termination Without Cause will not adversely effect the rights
               of a  Participant  or anyone  entitled  to the  benefits  of such
               Option.

     (g) Except as otherwise  determined  by the  Committee,  no Option  granted
under  the  Plan  shall  be  transferable  other  than by will or by the laws of
descent and distribution,  unless the Committee determines that an Option may be
transferred  by a  Participant  to a  Family  Member  or  Family  Trust or other
transferee.  Such transfer shall be evidenced by a writing from a grantee to the
Committee or Committee's designee on a form established by the Committee. Absent
an authorized  transfer during the lifetime of the Participant,  an Option shall
be   exercisable   only  by  him  or  her  by  his  or  her  guardian  or  legal
representative.

     (h) With respect to an incentive stock option,  the Committee shall specify
such terms and  provisions  as the  Committee  may  determine to be necessary or
desirable in order to qualify such Option as an  incentive  stock option  within
the meaning of Section 422 of the Code.

     (i) If authorized by the Committee in its sole discretion,  the Company may
accept the surrender of the right to exercise any Option  granted under the Plan
as to all or any of  the  shares  of  Stock  as to  which  the  Option  is  then
exercisable, in exchange for payment to the optionee (in cash or shares of Stock
valued at the then Fair Market Value) of an amount not to exceed the  difference
between  the  option  price and the then Fair  Market  Value of the shares as to
which such right to exercise is surrendered.

                                    SECTION 6

                               PERFORMANCE SHARES
                               ------------------

     (a) The Committee  shall determine a performance  period (the  "Performance
Period") of one or more years and shall determine the performance objectives for
grants of Performance Shares.  Performance  objectives may vary from Participant
to Participant and between groups of  Participants  and shall be based upon such
performance  criteria  or  combination  of  factors  as the  Committee  may deem
appropriate.  The  performance  objectives  determined by the Committee for each
performance  share award shall be based on: stock price;  market  share;  sales;
earnings per share; operating cash flow; free cash flow; net income or loss; net
income or loss adjusted to exclude  specified  items such as gain or losses from
extraordinary or non-recurring items and non-cash expense and income, and before
specified expense items such as interest, depreciation,  amortization and income
taxes;  EBITDA;  revenues;  return on  equity  or  assets;  cost  control;  or a
combination  of  any of the  foregoing.  Performance  Periods  may  overlap  and
Participants may participate  simultaneously  with respect to Performance Shares
for which different performance periods are prescribed.

     (b) At the beginning of a Performance Period, the Committee shall determine
for each Eligible  Individual or group of Eligible  Individuals  with respect to
that Performance  Period the range of dollar values,  if any, which may be fixed
or may vary in accordance with such  performance or other criteria  specified by
the Committee,  which shall be paid to an Eligible Individual as an Award if the
relevant measure of Company performance for the Performance Period is met.

     (c) If  during  the  course  of a  Performance  Period  there  shall  occur
significant  events as determined by the Committee,  including,  but not limited
to, a  reorganization  of the  Company,  which the  Committee  expects to have a
substantial effect on a performance  objective during such period, the Committee
may revise such objective.

     (d) If a Participant  terminates  service with all Participating  Companies
during a Performance Period because of death, Total Disability, or a significant
event,  as determined by the Committee,  that  Participant  shall be entitled to
payment in settlement of each Performance Share for which the Performance Period
was prescribed (i) based upon the performance objectives satisfied at the end of
such period and (ii) prorated for the portion of the  Performance  Period during
which the  Participant  was  employed by any  Participating  Company;  provided,
however,  the Committee may provide for an earlier payment in settlement of such
Performance  Share in such  amount and under such  terms and  conditions  as the
Committee deems appropriate or desirable with the consent of the Participant. If
a  Participant  terminates  service with all  Participating  Companies  during a
Performance  Period for any other  reason,  then such  Participant  shall not be
entitled to any  payment  with  respect to that  Performance  Period  unless the
Committee shall otherwise determine.

     (e) Each Performance Share may be paid in whole shares of Stock,  including
Restricted  Stock  or  Deferred  Stock  (together  with  any  cash  representing
fractional  shares of Stock), or cash, or a combination of Stock and cash either
as a lump sum  payment or in annual  installments,  all as the  Committee  shall
determine,  at  the  time  of  grant  of the  Performance  Share  or  otherwise,
commencing  as soon as  practicable  after the end of the  relevant  Performance
Period.  Any dividends or  distributions  payable on Performance  Shares (or the
equivalent as specified in the grant),  other than cash  dividends  representing
the  periodic  distribution  of profits  which shall be retained by the Company,
shall  be paid  over  to the  Participant  when  and if  payment  is made of the
underlying Performance Shares, unless the grant provides otherwise.

     Except as  otherwise  provided  in this  Section 6, no  Performance  Shares
awarded  to  Participants  shall  be  sold,  exchanged,   transferred,  pledged,
hypothecated or otherwise  disposed of during the Performance  Period unless the
Committee  determines  that an Award may be  transferred  to a Family  Member or
Family Trust or other transferee.

                                    SECTION 7

                                RESTRICTED STOCK
                                ----------------

     (a) Restricted Stock may be received by a Participant either as an Award or
as the result of an exercise of an Option or as payment for a Performance Share.
Restricted  Stock  shall  be  subject  to  a  restriction  period  (after  which
restrictions  shall lapse) which shall mean a period  commencing on the date the
Award  is  granted  and  ending  on such  date or upon the  achievement  of such
performance or other criteria as the Committee shall determine (the "Restriction
Period").   The  Committee  may  provide  for  the  lapse  of   restrictions  in
installments where deemed appropriate.

     (b) Except as otherwise provided in this Section 7, no shares of Restricted
Stock received by a Participant shall be sold, exchanged,  transferred, pledged,
hypothecated or otherwise  disposed of during the Restriction  Period unless the
Committee  determines  that an Award may be  transferred  by a Participant  to a
Family  Member or  Family  Trust or other  transferee;  provided,  however,  the
Restriction  Period for any  Participant  shall expire and all  restrictions  on
shares of Restricted Stock shall lapse upon the  Participant's  (i) death,  (ii)
Total  Disability or (iii)  Termination  Without Cause where the  Participant is
immediately  eligible to receive  benefits  under the terms of Citizens  Pension
Plans, or with the consent of the Company,  or upon some  significant  event, as
determined by the Committee,  including, but not limited to, a reorganization of
the Company.

     (c) If a Participant terminates employment with all Participating Companies
for any  reason  other than under the  circumstances  referred  to in clause (b)
before the expiration of the Restriction  Period, all shares of Restricted Stock
still subject to restriction shall,  unless the Committee  otherwise  determines
within 90 days after such termination, be forfeited by the Participant and shall
be reacquired by the Company,  and, in the case of  Restricted  Stock  purchased
through the exercise of an Option,  the Company shall refund the purchase  price
paid on the exercise of the Option.

     (d) The Committee  may require under such terms and  conditions as it deems
appropriate or desirable that the  certificates  for Restricted  Stock delivered
under the Plan may be held in custody until the  Restriction  Period  expires or
until  restrictions  thereon  otherwise lapse, and may require as a condition of
any receipt of  Restricted  Stock that the  Participant  shall have  delivered a
stock power endorsed in blank relating to the Restricted Stock.

     (e) Nothing in this Section 7 shall preclude a Participant  from exchanging
any shares of Restricted Stock subject to the restrictions  contained herein for
any other shares of Stock that are similarly restricted.

     (f) Unless the Award  Agreement  provides  otherwise,  amounts equal to any
cash dividends  representing the periodic  distributions of profits declared and
payable  during the  Restriction  Period with respect to the number of shares of
Restricted  Stock  credited to a  Participant  shall be paid to the  Participant
within 30 days after each dividend becomes payable,  unless,  at the time of the
Award,  the  Committee  determines  that the  dividends  should be reinvested in
additional  shares of  Restricted  Stock,  in which  case  additional  shares of
Restricted Stock shall be credited to the Participant  based on the Stock's Fair
Market  Value  at the  time of each  such  dividend,  or  unless  the  Committee
specifies  otherwise.  All dividends or  distributions  payable on shares (other
than  cash  dividends   representing  periodic   distributions  of  profits)  of
Restricted  Stock (or the  equivalent  as  specified in the grant) shall be paid
over to the  Participant  when and if as  restrictions  lapse on the  underlying
shares of Restricted Stock, unless the grant provides otherwise.

                                    SECTION 8

                                 DEFERRED STOCK
                                 --------------

     (a) Deferred Stock may be credited to an Eligible  Individual  either as an
Award  or as  the  result  of an  exercise  of an  Option  or as  payment  for a
Performance  Share.  Deferred Stock shall be subject to a deferral  period which
shall mean a period  commencing  on the date the Award is granted  and ending on
such  date or upon  the  achievement  of such  performance  or  criteria  as the
Committee shall determine (the "Deferral Period"). The Committee may provide for
the expiration of the Deferral Period in installments where deemed appropriate.

     (b) Except as  otherwise  provided  in this  Section 8, no  Deferred  Stock
credited  to  Participant  shall  be  sold,  exchanged,   transferred,  pledged,
hypothecated  or  otherwise  disposed of during the Deferral  Period  unless the
Committee  determines  that an Award may be  transferred  to a Family  Member or
Family Trust or other transferee; provided, however, the Deferral Period for any
Participant shall expire upon the Participant's (i) death, (ii) Total Disability
or (iii) Termination Without Cause where the Participant is immediately eligible
to receive benefits under the terms of Citizens Pension Plans, or an earlier age
with the consent of the Company,  or upon some significant  event, as determined
by the  Committee,  including,  but not  limited  to,  a  reorganization  of the
Company.

     (c) At the  expiration of the Deferral  Period,  the  Participant  shall be
entitled  to  receive a  certificate  pursuant  to  Section 10 for the number of
shares of Stock equal to the number of shares of Deferred  Stock credited on his
or her behalf.  Unless the Award Agreement provides otherwise,  amounts equal to
any cash dividends  representing the periodic  distributions of profits declared
and payable  during the Deferral  Period with respect to the number of shares of
Deferred  Stock  credited  to a  Participant  shall be paid to such  Participant
within 30 days after each dividend  becomes payable  unless,  at the time of the
Award,  the Committee  determined  that such  dividends  should be reinvested in
additional shares of Deferred Stock, in which case additional shares of Deferred
Stock  shall be  credited to the  Participant  based on the Stock's  Fair Market
Value at the time of each such  dividend,  or  unless  the  Committee  specifies
otherwise.  All  dividends or  distributions  payable on shares (other than cash
dividends  representing periodic distributions of profits) of Deferred Stock (or
the equivalent as specified in the grant) shall be paid over to the  Participant
when the Deferral Period ends, unless the grant provides otherwise.

     (d) If a Participant terminates employment with all Participating Companies
for any  reason  other than under the  circumstances  referred  to in clause (b)
before the  expiration  of the  Deferral  Period,  all shares of Deferred  Stock
shall,  unless  the  Committee  otherwise  determines  within 90 days after such
termination, be forfeited by the Participant, and, in the case of Deferred Stock
purchased  through the  exercise  of an Option,  the  Company  shall  refund the
purchase price paid on the exercise of the Option.

                                    SECTION 9

                            OTHER STOCK-BASED AWARDS
                            ------------------------

     Phantom Stock may be credited to an Eligible  Individual either as an Award
or as the result of an  exercise  of an Option or as payment  for a  Performance
Share.  Each  share of  Phantom  Stock  may be paid in whole  shares  of  Stock,
including   Restricted   Stock  or  Deferred  Stock   (together  with  any  cash
representing fractional shares of Stock), or cash, or a combination of Stock and
cash  either  as a  lump  sum  payment  or in  annual  installments,  all as the
Committee  shall  determine,  at the  time of  grant  of the  Phantom  Stock  or
otherwise,  commencing as soon as practicable  after the payment date designated
by the Committee.  Any dividends or  distributions  payable on Phantom Stock (or
the   equivalent  as  specified  in  the  grant),   other  than  cash  dividends
representing the periodic distribution of profits which shall be retained by the
Company,  shall be paid over to the  Participant  when and if payment is made of
the underlying Phantom Stock, unless the grant provides otherwise.

     Except as otherwise provided in this Section 9, no Phantom Stock awarded to
Participants shall be sold,  exchanged,  transferred,  pledged,  hypothecated or
otherwise  disposed  of unless  the  Committee  determines  that an Award may be
transferred to a Family Member or Family Trust or other transferee.

     The Committee  may grant other Awards under the Plan which are  denominated
in stock units or pursuant to which shares of Stock may be  acquired,  including
Awards valued using  measures  other than market value or Fair Market Value,  if
deemed by the Committee in its discretion to be consistent  with the purposes of
the Plan.  Subject to the terms of the Plan, the Committee  shall  determine the
form of such  Awards,  the  number of shares of Stock to be  granted  or covered
pursuant to such Awards and all other terms and conditions of such Awards.

                                   SECTION 10

                        CERTIFICATES FOR AWARDS OF STOCK
                        --------------------------------

     (a) Subject to Section 7(d), each Participant entitled to receive shares of
Stock under the Plan shall be issued a certificate for such shares or have their
shares registered for their account in book entry form by the Company's transfer
agent. In the instance of a certificate, such certificate shall be registered in
the name of the Participant,  and shall bear an appropriate  legend reciting the
terms, conditions and restrictions,  if any, applicable to such shares and shall
be subject to appropriate stop-transfer orders.

     (b) The  Company  shall not be  required  to issue or deliver any shares or
certificates  for shares of Stock prior to (i) the listing of such shares on any
stock  exchange  or  quotation  system  on which the Stock may then be listed or
quoted, and (ii) the completion of any registration,  qualification, approval or
authorization  of such  shares  under any federal or state law, or any ruling or
regulation or approval or  authorization  of such shares under any  governmental
body which the Company shall, in its sole discretion,  determine to be necessary
or advisable.

     (c) All shares and  certificates  for shares of Stock  delivered  under the
Plan shall also be subject to such  stop-transfer  orders and other restrictions
as the  Committee may deem  advisable  under the rules,  regulations,  and other
requirements  of the SEC, any stock exchange upon which the Stock is then listed
and any  applicable  federal or state  securities  or regulatory  laws,  and the
Committee may cause a legend or legends to be placed on any such certificates to
make appropriate  reference to such  restrictions.  The foregoing  provisions of
this  Section  10(c) shall not be effective if and to the extent that the shares
of Stock  delivered  under the Plan are  covered  by an  effective  and  current
registration  statement under the Securities Act, or if the Committee determines
that  application  of such  provisions is no longer  required or  desirable.  In
making such determination, the Committee may rely upon an opinion of counsel for
the Company.

     (d) Except for the  restrictions on Restricted  Stock under Section 7, each
Participant  who  receives  an award of Stock  shall have all of the rights of a
stockholder with respect to such shares,  including the right to vote the shares
and receive dividends and other distributions. No Participant awarded an Option,
a Performance Share or Deferred Stock shall have any right as a stockholder with
respect to any shares subject to such Award prior to the date of issuance to him
or her of certificate or certificates for such shares.

     No  Participant  awarded  Phantom Stock or other share units shall have any
right  as a  stockholder  with  respect  to any  shares  whose  value is used to
determine  the value of such Phantom  Stock or share units;  provided,  however,
that this sentence  shall not preclude any Award of Phantom Stock or share units
from providing  dividend  equivalent rights or payouts to the Participant in the
form of shares of the  Company's  Stock  (and the  Participant  shall  have full
stockholder rights with respect to any such paid out shares).

                                   SECTION 11

                                   BENEFICIARY
                                   -----------

     (a) Each  Eligible  Individual  shall  file  with the  Committee  a written
designation of one or more persons as the  Beneficiary  who shall be entitled to
receive  the Award,  if any,  payable  under the Plan upon his or her death.  An
Eligible  Individual  may  from  time  to  time  revoke  or  change  his  or her
Beneficiary designation without the consent of any prior Beneficiary by filing a
new designation with the Committee.  The last such  designation  received by the
Committee  shall be controlling;  provided,  however,  that no  designation,  or
change  or  revocation  thereof,  shall  be  effective  unless  received  by the
Committee prior to the Eligible  Individual's death, and in no event shall it be
effective as of a date prior to such receipt.

     (b) If no such  Beneficiary  designation  is in  effect  at the  time of an
Employee's  death,  or  if  no  designated  Beneficiary  survives  the  Eligible
Individual or if such designation  conflicts with law, the Eligible Individual's
estate shall be entitled to receive the Award,  if any,  payable  under the Plan
upon his or her  death.  If the  Committee  is in  doubt as to the  right of any
person to receive  such  Award,  the  Company  may retain  such  Award,  without
liability for any interest  thereon,  until the Committee  determines  the right
thereto,  or the  Company  may pay  such  Award  into any  court of  appropriate
jurisdiction and such payment shall be a complete discharge of the liability of
the Company therefor.

                                   SECTION 12

                           ADMINISTRATION OF THE PLAN
                           --------------------------

     (a) The Plan shall be  administered  by the Committee,  as appointed by the
Board and serving at the Board's pleasure. Each member of the Committee shall be
both a member of the Board and shall  satisfy  the  "non-employee  director"  or
similar successor requirements, if any, of Rule 16b-3 under the Exchange Act and
the "outside  director" or similar  successor  requirements,  if any, of Section
162(m) of the Code and the regulations promulgated thereunder.

     (b) All decisions, determinations or actions of the Committee made or taken
pursuant  to grants of  authority  under the Plan  shall be made or taken in the
sole and absolute discretion of the Committee and shall be final, conclusive and
binding on all persons for all purposes.

     (c) The  Committee  shall have full  power,  discretion  and  authority  to
interpret, construe and administer the Plan and any part thereof and any related
Award Agreement and define the terms employed in the Plan or any agreement,  and
its interpretations and constructions thereof and actions taken thereunder shall
be final, conclusive and binding on all persons for all purposes.

     (d) The  Committee  shall have full  power,  discretion  and  authority  to
prescribe and rescind rules,  regulations and policies for the administration of
the Plan.

     (e) The Committee's  decisions and  determinations  under the Plan and with
respect to any Award  granted  thereunder  need not be  uniform  and may be made
selectively among Awards,  Participants or Eligible Individuals,  whether or not
such  Awards are  similar  or such  Participants  or  Eligible  Individuals  are
similarly situated.

     (f) The Committee shall keep minutes of its actions under the Plan. The act
of a majority of the members  present at a meeting duly called and held shall be
the act of the Committee.  Any decision or determination  reduced to writing and
signed by all members of the Committee shall be fully as effective as if made by
unanimous vote at a meeting duly called and held.

     (g)  The  Committee  may  employ  such  legal  counsel,  including  without
limitation  independent  legal  counsel  and counsel  regularly  employed by the
Company,  consultants  and agents as the Committee may deem  appropriate for the
administration  of the Plan and may rely upon any opinion received from any such
counsel or consultant and any computations  received from any such consultant or
agent. All expenses  incurred by the Committee in interpreting and administering
the  Plan,   including  without  limitation,   meeting  fees  and  expenses  and
professional fees, shall be paid by the Company.

     (h) No member  or former  member  of the  Committee  or the Board  shall be
liable for any action or  determination  made in good faith with  respect to the
Plan or any  Award  granted  under  it.  Each  member  or  former  member of the
Committee  or the Board shall be  indemnified  and held  harmless by the Company
against all cost or expense  (including  counsel fees and expenses) or liability
(including any sum paid in settlement of a claim with the approval of the Board)
arising  out of any act or omission  to act in  connection  with the Plan unless
arising out of such  member's or former  member's  own fraud or bad faith.  Such
indemnification  shall  be in  addition  to any  rights  to  indemnification  or
insurance  the members or former  member may have as  directors or under the by-
laws of the Company or otherwise.

     (i) The  Committee's  determination  that  an  Option,  Performance  Share,
Restricted Stock,  Deferred Stock or other Stock-based Awards may be transferred
by a Participant  to a Family Member or Family Trust or other  transferee may be
set forth in: determinations pursuant to Section 12(c), rules and regulations of
general  application  adopted  pursuant to Section  12(d),  in the written Award
Agreement,  or by a writing delivered to the Participant made any time after the
relevant  Award or  Awards  have  been  granted,  on a  case-by-case  basis,  or
otherwise.  In any event,  the transferee or Family Member or Family Trust shall
agree in  writing  to be bound by all the  provisions  of the Plan and the Award
Agreement,  and in no event shall any such  transferee have greater rights under
such Award than the Participant effecting such transfer.

     (j) With respect to credits,  shares,  cash or other property credited to a
Participant by reason of dividends or  distributions,  if the Committee shall so
determine,  all such credits,  shares,  cash or other  property to a Participant
shall  be  paid to the  Participant  periodically  at the end of the  applicable
period, whether or not the performance,  employment or other standards (or lapse
of time) upon which such Award is conditioned have been satisfied.  In addition,
the Committee may determine to include in Award  Agreements  granting  Options a
provision  to the effect that (a) an amount equal to any  dividends  (payable in
cash or other  property)  paid  after the grant of the  Option and before to the
exercise of such Option with respect to the number of shares of Stock subject to
such Option shall be credited to a  Participant  and, if the Award  Agreement so
provides, thereafter paid to such Participant within 30 days after each dividend
becomes  payable or, (b) if the  Committee  so  determines,  such Award shall be
reinvested in additional  shares of Stock, in which case such additional  shares
of Stock shall be credited to the  Participant  based on the Stock's Fair Market
Value at the time of payment of each such dividend.  In the latter event, if the
Committee so determines,  such additional  shares of Stock shall be delivered to
the Participant  (whether or not such Option is exercised) at the time that such
Option ceases to be exercisable in accordance with its terms or otherwise.

                                   SECTION 13

                           AMENDMENT OR DISCONTINUANCE
                           ---------------------------

     The Board may, at any time,  amend or terminate the Plan. The Plan may also
be amended by the Committee, provided that all such amendments shall be reported
to  the  Board.  No  amendments   shall  become  effective  unless  approved  by
affirmative vote of the Company's  stockholders if such approval is necessary or
desirable  for the  continued  validity  of the Plan or if the failure to obtain
such approval would adversely  affect the compliance of the Plan with Rule 16b-3
or any  successor  rule under the Exchange Act or Section  162(m) of the Code or
any other rule or regulation. No amendment or termination shall, when taken as a
whole,  adversely and materially  affect the rights of any  Participant  who has
received a  previously  granted  Award  without  his or her  consent  unless the
amendment or termination is necessary or desirable for the continued validity of
the Plan or its compliance with Rule 16b-3 or any other  applicable law, rule or
regulation or pronouncement or to avoid any adverse  consequences  under Section
162(m) of the Code or any requirement of a securities exchange or association or
regulatory or self-regulatory body).

                                   SECTION 14

                 ADJUSTMENTS IN EVENT OF CHANGE IN COMMON STOCK
                 ----------------------------------------------

     In the event of a change in corporate capitalization,  stock split or stock
dividend,  the number of shares  purchasable upon exercise of an Option shall be
increased to the new number of shares  which  result from the shares  covered by
the Option immediately before the change, split or dividend.  The purchase price
per share shall be reduced  proportionately  and the total  purchase  price will
remain the same.

     In  the  event  of any  other  change  in  corporate  capitalization,  or a
corporate  transaction,  such  as  any  merger  of a  corporation  into  another
corporation,  any  consolidation  of  two  or  more  corporations  into  another
corporation,  any  separation  of a  corporation  (including  a spinoff or other
distribution of stock or property by a  corporation),  any  reorganization  of a
corporation  (whether or not such reorganization  comes within the definition of
such term in Section 368 of the Code), or any partial or complete liquidation by
a corporation or other similar event which could distort the  implementation  of
the Plan or the  realization  of its  objectives,  the  Committee  shall make an
appropriate adjustment in the number of shares of Stock (i) which are covered by
the Plan, (ii) which may be granted to any one Eligible Individual and which are
subject to any Award, and the purchase price therefor, and in terms,  conditions
or  restrictions  on  securities  as the  Committee  deems  equitable,  with the
objective that the securities  covered under the Plan or an Award shall be those
securities  which a  Participant  would have received if he or she had exercised
his or her Option prior to the event or been  entitled to his or her  Restricted
or Deferred Stock or Performance Shares.

     All such events occurring  between the effective date of the Option and its
exercise shall result in an adjustment to the Option terms.

                                   SECTION 15

                                CHANGE IN CONTROL
                                -----------------

     Awards may include, or may incorporate from any relevant guidelines adopted
by the Committee,  terms which provide that any or all of the following  actions
or consequences, with any modifications adopted by the Committee, may occur as a
result of, or in  anticipation  of,  any  Change in  Control to assure  fair and
equitable treatment of Participants:

     (a) Any Options outstanding at least six months as of the date of Change in
Control shall, if held by a current employee of the Company,  become immediately
exercisable in full. In addition,  all Participants  may,  regardless of whether
still an  employee  of the  Company,  elect to cancel all or any  portion of any
Option or Award no later  than 90 days  after the  Change in  Control,  in which
event the  Company  shall pay to such  electing  Participant,  an amount in cash
equal to the excess,  if any, of the Current  Market Value (as defined below) of
the shares of Stock, including Performance Shares,  Restricted Stock or Deferred
Stock,  subject to the Option or of the  portion  thereof so  canceled  over the
option price for such shares; provided,  however, that no Participant shall have
the right to elect cancellation  unless and until at least 6 months have elapsed
after the date of grant of the Option.

     (b) Any  Performance  Periods  shall  end and the  Company  shall  pay each
Participant  an  amount  in  cash  equal  to the  value  of  such  Participant's
performance  shares, if any, based upon the Stock's Current Market Value in full
settlement of such performance shares.

     (c) Any  Restriction  Periods  shall  end and the  Company  shall  pay each
Participant  an  amount  in  cash  equal  to the  Current  Market  Value  of the
Restricted Stock held by, or on behalf of, each Participant in exchange for such
Restricted Stock.

     (d)  Any  Deferral  Period  shall  end and the  Company  shall  pay to each
Participant an amount in cash equal to the Current Market Value of the number of
shares of Stock equal to the number of shares of Deferred Stock credited to such
Participant in full settlement of any Deferred Stock Award.

     (e) The Company  shall pay to each  Participant  all  amounts  due, if any,
deferred by or payable under Awards granted to such  Participant  under the Plan
which  are not  Performance  Shares,  Restricted  Stock or  Deferred  Stock,  in
accordance  with the terms  provided by the Committee at the time of deferral or
grant.

     (f) For  purpose of this  Section  15,  "Current  Market  Value"  means the
highest  Fair Market  Value  during the period  commencing  30 days prior to the
Change in Control and ending 30 days after the Change in Control (the "reference
period"); provided that, if the Change in Control occurs as a result of a tender
offer or exchange  offer,  or a merger,  purchase of assets or stock, or another
transaction approved by shareholders of the Company,  Current Market Value means
the higher of (i) the highest Fair Market Value during the reference  period, or
(ii) the highest  price paid per share of Stock  pursuant to such tender  offer,
exchange offer or transaction.

                                   SECTION 16

                                  MISCELLANEOUS
                                  -------------

     (a) Nothing in this Plan or any Award granted  hereunder  shall confer upon
any employee any right to continue in the employ of any Participating Company or
interfere  in any way with the right of any  Participating  Company to terminate
his or her employment at any time.

     (b) No Award payable under the Plan shall be deemed salary or  compensation
for the purpose of computing  benefits under any employee  benefit plan or other
arrangement of any Participating Company for the benefit of its employees unless
the Company shall determine otherwise.

     (c) No Eligible  Individual or Participant shall have any claim to an Award
until it is  actually  granted  under the Plan.  To the  extent  that any person
acquires a right to receive  payments  from the  Company  under this Plan,  such
right shall be no greater than the right of an unsecured general creditor of the
Company. All payments of Awards provided for under the Plan shall be paid by the
Company either by issuing shares of Stock or by delivering cash from the general
funds of the Company or other property of the Company;  provided,  however, that
such  payments  shall be  reduced  by the  amount  of any  payments  made to the
Participant or his or her dependents,  beneficiaries or estate from any trust or
special or separate fund  established in connection  with this Plan. The Company
shall  not be  required  to  establish  a  special  or  separate  fund or  other
segregation  of assets to assure such  payments,  and, if the Company shall make
any investments to aid it in meeting its obligations hereunder,  the Participant
shall have no right,  title, or interest  whatever in or to any such investments
except as may otherwise be expressly  provided in a separate written  instrument
relating to such investments.

     (d) Absence on leave approved by a duly constituted  officer of the Company
shall not be  considered  interruption  or  termination  of  employment  for any
purposes  of the Plan;  provided,  however,  that no Award may be  granted to an
employee while he or she is absent on leave.

     (e) If the  Committee  shall  find that any  person to whom any  Award,  or
portion  thereof,  is  payable  under  the Plan is unable to care for his or her
affairs because of illness or accident,  or is a minor, then any payment due him
or her (unless a prior claim  therefor has been made by a duly  appointed  legal
representative)  may, if the Committee so directs the Company, be paid to his or
her spouse, a child, a relative, an institution maintaining or having custody of
such  person,  or any  other  person  deemed  by the  Committee  to be a  proper
recipient  on behalf of such person  otherwise  entitled  to  payment.  Any such
payment shall be a complete discharge of the liability of the Company therefor.

     (f) The right of any Participant or other person to any Award payable under
the  Plan  may not be  assigned,  transferred,  pledged  or  encumbered,  either
voluntarily  or by  operation  of law,  except as  provided  in  Section 11 with
respect to the  designation  of a Beneficiary or as may otherwise be required by
law or pursuant to a qualified  domestic  relations order as defined by the Code
or  Title  I of the  Employee  Retirement  Income  Security  Act,  or the  rules
thereunder or unless the Committee  determines  that an Award may be transferred
to a Family  Member or Family  Trust or other  transferee.  If, by reason of any
attempted  assignment,  transfer,  pledge,  or  encumbrance or any bankruptcy or
other event  happening at any time,  any amount  payable under the Plan would be
made  subject  to the  debts or  liabilities  of the  Participant  or his or her
Beneficiary  or would  otherwise  devolve upon anyone else and not be enjoyed by
the Participant or his or her Beneficiary or transferee,  Family Trust or Family
Member,  then the  Committee may  terminate  such person's  interest in any such
payment  and direct  that the same be held and  applied to or for the benefit of
the  Participant,  his or her  Beneficiary,  taking into  account the  expressed
wishes of the Participant (or, in the event of his or her death, those of his or
her Beneficiary) in such manner as the Committee may deem proper.

     (g)  Copies  of the  Plan  and all  amendments,  administrative  rules  and
procedures  and  interpretations  shall  be made  available  for  review  to all
Eligible  Individuals  at all reasonable  times at the Company's  administrative
offices.

     (h) The  Committee  may cause to be made,  as a condition  precedent to the
payment  of  any  Award,  or  otherwise,   appropriate   arrangements  with  the
Participant  or his or her  Beneficiary,  for the  withholding  of any  federal,
state,  local or foreign taxes.  The Committee may in its discretion  permit the
payment of such withholding  taxes by authorizing the Company to withhold shares
of Stock to be issued,  or the  Participant  to deliver to the Company shares of
Stock  owned by the  Participant  or  Beneficiary,  in either case having a Fair
Market Value equal to the amount of such taxes,  or otherwise  permit a cashless
exercise.

     (i) All elections, designations,  requests, notices, instructions and other
communications from an Eligible  Individual,  Participant,  Beneficiary or other
person to the Committee,  required or permitted under the Plan, shall be in such
form as is prescribed  from time to time by the Committee and shall be mailed by
first class mail or  transmitted by facsimile copy or delivered to such location
as shall be specified by the Committee.

     (j) The  terms  of the Plan  shall be  binding  upon  the  Company  and its
successors and assigns.

     (k) Captions  preceding the sections hereof are inserted solely as a matter
of  convenience  and in no way  define  or  limit  the  scope or  intent  of any
provision hereof.

     (l) The Plan and the grant,  exercise  and  carrying out of Awards shall be
subject to all applicable  federal and state laws, rules, and regulations and to
all  required or  otherwise  appropriate  approvals  and  authorizations  by any
governmental  or  regulatory  agency or  commission.  The Company  shall have no
obligation of any nature  hereunder to any Eligible  Individual,  Participant or
any other  person in the absence of all  necessary  or  desirable  approvals  or
authorizations and shall have no obligation to seek or obtain the same.

     (m) Whenever possible,  each provision of this Plan and any Award Agreement
will be interpreted in such manner as to be effective and valid under applicable
law, but if any such provision is held to be  ineffective,  invalid,  illegal or
unenforceable  in any respect under the  applicable  laws or  regulations of the
United  States or any state,  such  ineffectiveness,  invalidity,  illegality or
unenforceability  will not affect any other provision but this Plan and any such
agreement will be reformed, construed and enforced so as to carry out the intent
hereof or thereof  and as if any  invalid or  illegal  provision  had never been
contained herein.

     (n) The Committee, in its discretion, may defer the payment of an Award, if
such payment  would cause the annual  remuneration  of a  Participant,  who is a
covered employee under Section 162(m) of the Code, to exceed $1,000,000.

     (o) The Plan shall be construed and governed under the laws of the State of
Delaware.

                                   SECTION 17

                     EFFECTIVE DATE AND STOCKHOLDER APPROVAL
                     ---------------------------------------

     The Effective  Date of the Plan shall be May 18, 2000,  subject to approval
by the holders of a majority of the  Company's  common  stock at the 2001 Annual
Meeting.  Any Awards granted prior to the 2001 Annual Meeting will be subject to
the receipt of such approval. No Awards will be granted under the Plan after the
expiration of ten years from the Effective Date.
EXHIBIT 5

                                                     May 22, 2001

Citizens Communications Company
High Ridge Park, Building No. 3
Stamford, CT  06905

     Re:  Registration Statement on Form S-8 of Citizens  Communications Company
          Relating  to the  Issuance of Shares of Common  Stock  Pursuant to the
          Citizens  Communications  Company  Amended  and  Restated  2000 Equity
          Incentive Plan (the "Plan")

Ladies and Gentlemen:

     As  special  counsel  to  Citizens   Communications   Company,  a  Delaware
corporation  (the  "Company"),  in connection  with the  registration  under the
Securities  Act of  1933  (the  "Securities  Act")  of up to  12,500,000  shares
(subject to  adjustment)  of common  stock of the  Company,  par value $0.25 per
share (the "Shares"),  to be issued by the Company from time to time pursuant to
the  Plan,  we  have  examined  the  Registration  Statement  on Form  S-8  (the
"Registration  Statement")  relating thereto to be filed with the Securities and
Exchange  Commission  under the  Securities  Act, and such other  documents  and
records as we have considered necessary for the purposes of this opinion.

     In such examination, we have assumed the genuineness of all signatures, the
authenticity  of all documents  submitted to us as originals,  the conformity to
original  documents  of  all  documents  submitted  to  us  as  copies  and  the
authenticity of the originals of such copies.

     Based upon and subject to the foregoing, we are of the opinion that when:

          (a)  the  applicable  provisions  of the  Securities  Act and of State
               securities or blue sky laws shall have been complied with, and

          (b)  the Company's  Board of Directors  shall have duly authorized the
               issuance of the Shares, and

          (c)  the Shares  shall have been duly issued and paid for in an amount
               not less than par value of $0.25 per share,

the Shares will be legally issued, fully paid and non-assessable.

     The  foregoing  opinion is limited to the Federal laws of the United States
and the General Corporation Law of the State of Delaware.  We express no opinion
as to the effect of the laws of any other jurisdiction.
We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement.  In giving such consent, we do not hereby admit that we
are within the category of persons whose consent is required  under Section 7 of
the Securities  Act or the rules and  regulations of the Securities and Exchange
Commission.

                                              Very truly yours,

                                          /s/ Pillsbury Winthrop LLP
EXHIBIT 23.2

                    INDEPENDENT AUDITOR'S CONSENT

The Board of Directors
Citizens Communications Company:

We consent to the  incorporation by reference in the  registration  statement on
Form S-8 of Citizens  Communications Company (the "Company") of our report dated
March 8, 2001,  covering our audits of the  consolidated  balance  sheets of the
Company  and  subsidiaries  as of  December  31,  2000 and 1999 and the  related
consolidated  statements  of income  (loss)  and  comprehensive  income  (loss),
shareholders'  equity, and cash  flows for each of the  years in the  three-year
period ended  December 31, 2000,  which report  appears in the Company's  Annual
Report on Form 10-K for the fiscal year ended December 31, 2000,  filed with the
Securities and Exchange Commission.

                                       /s/ KPMG LLP

New York, New York
May 22, 2001
Exhibit 23.3

Consent of Independent Public Accountants

As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this  registration  statement of our reports dated January 27, 2000
and January 28, 1999 on the financial  statements  of Contel of Minnesota,  Inc.
and to all references to our Firm included in this registration statement.

                                        /s/ Arthur Andersen LLP

Dallas, Texas
May 22, 2001
Exhibit 23.4

                  CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

     As independent public  accountants,  we hereby consent to the incorporation
by reference in this Citizens  Communications  Company Registration Statement on
Form S-8  dated May 22,  2001 of our  report  dated  May 4, 2001 on the  special
purpose statements of selected assets,  liabilities and parent's equity of Qwest
Communications  International  Inc.'s  (formerly U S WEST,  Inc.) selected Qwest
Exchanges  (formerly  selected U S WEST  Exchanges)  as of December 31, 2000 and
1999 and the related statements of revenues and expenses and cash flows for each
of the three years in the period ended  December 31, 2000 and to all  references
to our Firm included in this Registration Statements.

                                        /s/ Arthur Andersen LLP

Denver, Colorado
May 22, 2001
Exhibit 23.5

                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent  public  accountants,  we hereby consent to the  incorporation by
reference  in this  Registration  Statement  on  Form  S-8 of our  report  dated
February 15, 2001 (except with respect to the matter discussed in Note 12 of the
combined  financial  statements,  as to which the date is April 18, 2001) on the
combined  financial  statements of Frontier  Incumbent  Local  Exchange  Carrier
Businesses  and to all  references  to our Firm  included  in this  Registration
Statement.

                                        /s/ Arthur Andersen LLP

New York, New York
May 22, 2001
Exhibit 23.6

                       Consent of Independent Accountants

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  of Form S-8 of Citizens  Communications  Company of our report  dated
February 15, 2001 relating to the combined financial  statements of the Frontier
Incumbent Local Exchange Carrier Businesses, which appears in the Current Report
on Form 8-K of Citizens Communications Company dated May 7, 2001.

                                        /s/ PricewaterhouseCoopers LLP

Rochester, New York
May 22, 2001