Exhibit 10.23 FORM OF RESTRICTED STOCK AGREEMENT

                                                              Exhibit 10.23

                       FORM OF RESTRICTED STOCK AGREEMENT
                            (Mary Agnes Wilderotter)

     This Agreement is made as of   _________________   ("Date of Award")   between
Citizens Communications Company, a Delaware corporation (the "Company") and Mary
Agnes Wilderotter (the "Grantee").   In consideration of the agreements set forth
below, the Company and the Grantee agree as follows:

     1.    Grant: A restricted   stock award   ("Award") of ________ shares ("Award
          Shares") of the   Company's   common   stock   ("Common   Stock") is hereby
          granted by the   Company to the   Grantee   subject to: (i) the terms and
          conditions of that certain   Employment   Agreement,   dated   November 1,
          2004,    between   the   Grantee    and   the   Company    (the    "Employment
          Agreement");   (ii) the following terms and   conditions;   and (iii) the
          provisions of the Amended and Restated 2000 Equity Incentive Plan (the
          "Plan"),   the terms of which are incorporated by reference   herein. In
          the event of a conflict among or between the Employment   Agreement and
          the terms and conditions   stated   herein,   the terms most favorable to
          the Grantee shall control.

     2.    Transfer   Restrictions:   None   of the   Award   Shares   shall   be   sold,
          assigned,    pledged    or    otherwise    transferred,    voluntarily    or
          involuntarily,   by the Grantee until such time as the   restrictions on
          said Award Shares shall have lapsed.

     3.    Release of Restrictions: The restrictions set forth in Section 2 above
          shall   lapse on   one-fourth   (25%) of the Award   Shares on each [GRANT
           DATE] beginning in [YEAR FOLLOWING GRANT DATE],   and ending on [FOURTH
          ANNIVERSARY OF GRANT DATE].

     4.    Forfeiture:   The Award   Shares shall be subject to   forfeiture   to the
          Company in accordance with the terms of the Employment Agreement.

     5.    Adjustment of Shares: Notwithstanding anything contained herein to the
          contrary,   in the event of any change in the outstanding   Common Stock
          resulting   from a   subdivision   or   consolidation   of shares,   whether
          through reorganization,   recapitalization,   share split, reverse share
          split, share distribution or combination of shares or the payment of a
          share   dividend,   the Award Shares shall be treated in the same manner
           in any such   transaction   as other Common   Stock.   Any Common Stock or
          other   securities   received by the Grantee   with   respect to the Award
          Shares in any such   transaction   shall be subject to the   restrictions
          and   conditions set fort