Citizens to Use Cash Flow for Dividends, Replaces CEO

After a review of its financial and strategic alternatives, the Board of Directors of Citizens Communications determined that the best alternative for enhancing shareholder value is to capitalize on the company's strong free cash flow by returning significant cash to shareholders by paying a special dividend of $2 per common share and instituting a regular annual dividend of $1 per common share which will be payable quarterly. The company also reaffirmed its previously announced financial guidance for 2004, excluding the charges referred to below. The annual dividend of $1 per share represents a pay out of approximately 73% of expected free cash flow for 2004 excluding such charges and assuming conversion of all of the company's equity units and EPPICS (which would result in a total of approximately 338 million common shares outstanding, using the mid-point of the range of the conversion price of the equity units).

Separately, Dr. Leonard Tow has decided to step down from his position as chief executive officer, effective immediately, and resign his position as chairman of the board by the end of the year. The Board of Directors has named Rudy J. Graf, currently a director and former president and chief operating officer of Citizens, to serve as CEO and President on an interim basis. http://www.czn.net