Exhibit 10.2


                                 Amendment No. 1
                                     to the
                           Citizens Utilities Company
                Non-Employee Directors' Deferred Fee Equity Plan
                  (as Amended and Restated as of May 18, 2004)

1.  Section  6.1 of  the  Citizens  Utilities  Company  Non-Employee  Directors'
Deferred  Fee Equity  Plan (as Amended  and  Restated  as of May 18,  2004) (the
"Plan") shall be amended and restated in its entirety as follows:

          "Crediting Stock Plan Accounts.

               The Stock Plan  Account of each Stock Plan  Participant  shall be
          credited as of each Accounting Date with Plan Units equal to the total
          cash value of fees  earned in a quarter  divided by 85% of the average
          of the high and low  prices of the stock on the first  trading  day of
          the year the  election is in effect  ("Initial  Market  Value").  Plan
          Units  will be  credited  to the  director's  account  as of the first
          business day of the fiscal  quarter  following  the fiscal  quarter in
          which such Stock Plan Fees were earned. The quarterly crediting of the
          Plan Units has been established for administrative  convenience. As of
          the date of any  payment  of a stock  dividend  or stock  split by the
          Company, a participant's Stock Plan Account will be credited with Plan
          Units  equal to the  number  of  shares  of  Common  Stock  (including
          fractional share  entitlements)  which are payable by the Company with
          respect  to  the  number  of  shares   (including   fractional   share
          entitlements)  equal  to the  number  of Plan  Units  credited  to the
          Participant's  Stock Plan  Account  on the record  date for such stock
          dividend  or stock  split.  As of the date of any  dividend in cash or
          property or other distribution payable to holders of Common Stock, the
          Participant's  Stock Plan Account  shall be credited  with  additional
          Plan units  equal to the number of shares of Common  Stock  (including
          fractional share  entitlements)  that could have been purchased at the
          Fair Market  Value as of such payment date with the amount which would
          have been  received  as a dividend  or  distribution  on the number of
          shares  (including  fractional share  entitlements)  equal to the Plan
          Units  credited  to the  Participant's  Stock  Plan  Account as of the
          record date."

2. This Amendment shall be effective as of December 15, 2005.

3. Except as specifically  provided herein,  the Plan shall remain in full force
and effect.