Exhibit 10.1


                  AMENDMENT TO THE CITIZENS UTILITIES COMPANY
                           1996 EQUITY INCENTIVE PLAN


1. Section 5(f)(i) of the Citizens  Utilities Company 1996 Equity Incentive Plan
(the "Plan") is hereby amended and restated to read in its entirety as follows:

          "Upon the Termination  Without Cause of a Participant  holding Options
          or SARs,  his or her Options and SARs may be  exercised  to the extent
          exercisable on the date of Termination  Without Cause, at any time and
          from time to time within 90 days of the date of such termination.  The
          Committee,  however, in its discretion, may provide that any Option or
          SAR 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 or SAR Award  Agreement)  to be determined by the Committee
          at any time during the period  that any other  Options or SARs held by
          the Participant are exercisable."

2.  Section  5(f)(ii) of the Plan is hereby  amended and restated to read in its
entirety as follows:

          "Upon  the  death,   retirement,   or  Total   Disability   (during  a
          Participant's  employment or within three months after the termination
          of  employment  for any reason other than  termination  for cause)of a
          Participant  holding an Option or SAR, his or her Options and SARs may
          be  exercised  only to the  extent  exercisable  at the time of death,
          retirement  or  Total  Disability  (or  such  earlier  termination  of
          employment),  at any  time and from  time to time 90 days  after  such
          death, retirement or Total Disability. 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,  retirement 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."

3. Section  5(f)(iii) of the Plan is hereby  amended and restated to read in its
entirety as follows:

          "Upon death,  Total  Disability,  retirement,  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 or SARs that were awarded prior to December
          1, 2004,  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 one year following such death,
          Total Disability or Termination  Without Cause.  This subsection (iii)
          does not  apply to any  Option  or SAR  that was  awarded  on or after
          December 1, 2004."


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4.  Section  7(b) of the Plan is  hereby  amended  and  restated  to read in its
entirety as follows:

          "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,  that for Awards of Restricted
          Shares  that were made  prior to  December  1, 2004,  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."

5.  Section  7(c) of the Plan is  hereby  amended  and  restated  to read in its
entirety as follows:

          "Except  for  those  circumstances   specifically  identified  in  the
          preceding  subsection  (b) that apply to Awards of  Restricted  Shares
          that  were  made  prior  to  December  1,  2004,  if  a  Participant's
          employment with all Participating  Companies terminates for any reason
          or in the event of the  Participant's  death, in each case, 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."

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

7. The foregoing amendments shall be effective as of March 4, 2005.


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