Exhibit 10.8
                      FRONTIER COMMUNICATIONS CORPORATION
                  NON-EMPLOYEE DIRECTORS' EQUITY INCENTIVE PLAN

              (Adopted May 25, 2006, As Amended December 29, 2008)


1.   PURPOSE

     1.1  The  purpose  of this  Citizens  Communications  Company  Non-Employee
Directors' Equity Incentive Plan (the "Plan") is to attract and retain qualified
persons to serve as  non-employee  directors by providing  such  directors  with
greater  flexibility in the form and timing of receipt of compensation for their
service on the Board of Directors of the Company and an  opportunity to obtain a
greater  interest in the Company's  long-term  success and progress  through the
receipt of equity-based awards,  thereby aligning such directors' interests more
closely  with  the  interests  of  the  Company's  stockholders.  The  Plan  was
originally  adopted on May 25, 2006.  It was amended in December  2008 to comply
with the requirements of Code Section 409A.

2.   DEFINITIONS

     As used herein,  the following  words shall have following  meanings unless
otherwise specifically provided:

     2.1 "Act" means the Securities Act of 1933, as amended.

     2.2  "Administrator"  shall mean the employee(s) and/or officer(s) selected
by the Committee in  accordance  with Section  9.1(b)  hereof to administer  the
Plan.

     2.3 "Award"  means an Option or a Stock Unit granted  under the Plan or any
Fees deferred as Stock Units under the Plan.

     2.4 "Beneficiary" with respect to a Participant means the person or persons
designated in writing by the  Participant as entitled to receive a Participant's
Stock Unit  Account  upon his or her death,  or to  exercise  the  Participant's
outstanding  Options  upon his or her death,  or failing such  designation,  the
person or persons who, upon the death of a  Participant,  shall have acquired by
will, or the laws of descent and distribution, the right to receive the benefits
specified  under  this Plan.  "Beneficiary"  shall  also  include  the person or
persons who, upon the disability or  incompetence  of a Participant,  shall have
acquired on behalf of the  Participant,  by legal  proceeding or otherwise,  the
right  to  receive  the  benefits  specified  in  this  Plan  on  behalf  of the
Participant.

     2.5 "Board" means the Board of Directors of the Company.

     2.6 "Broker  Exercise  Notice" means a written  notice  pursuant to which a
Participant,  upon  exercise  of an Option,  irrevocably  instructs  a broker or
dealer to sell a  sufficient  number of  shares or loan a  sufficient  amount of
money to pay all or a portion of the  exercise  price of the  Option  and/or any
related  withholding  tax  obligations  and remit such sums to the  Company  and
directs  the  Company  to  deliver  stock  certificates  to be issued  upon such
exercise directly to such broker or dealer or their nominee.

     2.7 "Change in Control" has the meaning set forth in Section 5.1 hereof.

     2.8  "Code"  means the  Internal  Revenue  Code of 1986,  as  amended.  All
references  herein to particular Code Sections shall also refer to any successor
provisions and shall include all related regulations,  interpretations and other
guidance.

     2.9 "Company" means Frontier Communications  Corporation and its successors
and assigns.

     2.10 "Committee"  means the committee  designated by the Board as set forth
in Section 9.1(a) of the Plan.


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     2.11 "Common  Stock" means the common stock,  par value $.25 per share,  of
the Company.

     2.12  "Director"  means any  director of the Company who is not a full-time
employee of the Company. For the purposes of the Plan, an individual who is both
a full-time  employee of the Company and a director of the Company and therefore
ineligible to participate in the Plan and who ceases to be a full-time  employee
but remains in office as a director shall become  eligible to participate in the
Plan as a director  as of the  termination  of his or her service as a full-time
employee.

     2.13 "Elective Fees" has the meaning set forth in Section 4.1(b) hereof.

     2.14  "Effective  Date"  means  the  date  of  the  Company's  2006  annual
stockholders' meeting.

     2.15 "ERISA" has the meaning set forth in Section 6 hereof.

     2.16 "Exchange Act" means the Securities  Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.

     2.17 "Fair  Market  Value"  means,  unless  another  reasonable  method for
determining fair market value is specified by the Committee,  which method shall
be one that is deemed to  constitute  fair  market  value for  purposes  of Code
Section  409A to the extent it is used with  respect to an Option,  the  closing
price of a share of the Common 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.

     2.18 "Family Entity,"  "Family Member  Transfer,"  "Family  Transferee" and
"Family Trust" have the meanings set forth in Section 6 hereof.

     2.19 "Fees" mean the sign-on fees, retainer fees, annual stipends and Board
and committee meeting attendance fees, unless the context otherwise requires.

     2.20 "Grant Date" means, with respect to a grant of Options or Stock Units,
the date on which such Award is granted  and,  with  respect to Stock Units that
represent Fees deferred by a Director pursuant to Section 4.1(c) below, the last
business day of the calendar quarter in which the underlying Fees were earned.

     2.21 "Option" means an option to purchase shares of Common Stock granted to
a Director pursuant to Section 3 of the Plan.

     2.22 "Participant" means a current or former Director.

     2.23  "Plan  Year"  means the fiscal  year of the  Company,  currently  the
twelve-month period ended December 31.

     2.24 "Predecessor Plan" has the meaning set forth in Section 10.1 hereof.

     2.25  "Previously  Acquired  Shares"  means shares of Common Stock that are
already owned by the  Participant and that have been held for the period of time
necessary to avoid a charge to the Company's  earnings for  financial  reporting
purposes and that are otherwise acceptable to the Committee.

     2.26 "Rule 16b-3" shall mean such rule  promulgated  by the  Securities and
Exchange Commission 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).

     2.27  "Separation  from  Service"  means a  Participant's  separation  from
service  with the Company,  within the meaning of Code Section  409A(a)(2)(A)(i)
and taking into account the special rules for  directors in Treasury  Regulation
ss. 1.409A-1(h)(5).  The term may also be used as a verb (i.e.,  "Separates from
Service") with no change in meaning.


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<PAGE>

     2.28 "Stock Unit" shall mean a credit established in a Participant's  Stock
Unit  Account  pursuant to Section 4 of the Plan that  represents  the  economic
equivalent of one share of Common Stock.

     2.29  "Stock Unit  Account"  shall mean the  account  established  for each
Participant to reflect the amount of Fees which such  Participant has elected to
defer  pursuant to Section 4.2 of the Plan  and/or  Stock Units  granted to such
Participant pursuant to Section 4.1 of the Plan.

     2.30  "Stock Unit  Election"  means a  Participant's  delivery of a written
notice of election to the  Committee (a) electing to defer payment of his or her
Fees in accordance  with Section 4, and (b) further  electing to receive payment
of his or her Stock  Unit  Account  at the Time of  Distribution  in either  (1)
Common Stock or (2) cash.  All such  elections  shall be  irrevocable  except as
otherwise provided in the Plan.

     2.31  "Termination"  means termination of service as a Director as a result
of retirement, death, disability or any other reason.

     2.32 "Time of  Distribution"  means the date ten (10) calendar days after a
Participant's Separation from Service (other than for death) and the date thirty
(30) calendar days after a Participant's death.

     2.33 "Transaction" has the meaning set forth in Section 5.1(b) hereof.

     2.34 "Trust  Agreement" means any Trust Agreement  entered into between the
Company and any Trustee in connection with the Plan.

     2.35 "Trustee" means any entity named as Trustee in the Trust Agreement.

3.   TERMS OF OPTIONS

     3.1  Options.  Options  may be  granted to  Directors  from time to time as
determined by the Board, subject to the terms of the Plan.

     3.2 Option  Exercise  Price.  The exercise  price per share of Common Stock
purchasable  under an Option  granted under the Plan shall not be less than 100%
of the Fair Market Value of a share of Common Stock on the Grant Date.

     3.3 Exercisability of Options. Unless otherwise specified by the Company on
or prior to the Grant Date, an Option granted under the Plan shall become vested
and exercisable on the date that is six months following the Grant Date.

     3.4  Duration of Options.  Except as provided in Section  5.2,  each Option
granted  under the Plan will  terminate  ten years  after its Grant  Date or, if
earlier, on the first anniversary of a Director's Termination.

     3.5 Notice of Exercise.  An Option  granted under the Plan may be exercised
by a  Participant  in  whole  or in part  from  time  to  time,  subject  to the
conditions  contained  in the Plan,  by  delivering  in person,  by facsimile or
electronic   transmission  or  through  the  mail  notice  of  exercise  to  the
Administrator,  and by paying in full the total exercise price for the shares or
Common Stock to be purchased in accordance with this Section 3. Such notice will
specify the particular  Option that is being exercised (by the date of grant and
total  number of shares  subject to the  Option)  and the number of shares  with
respect to which the Option is being exercised.

     3.6  Payment  of  Purchase  Price.  Unless  otherwise   determined  by  the
Committee,  the total purchase price of the shares to be purchased upon exercise
of an Option shall be paid (a) entirely in cash (including  check, bank draft or
money  order),  (b)  tender of a Broker  Exercise  Notice,  (c)  tender  (either
constructively  or by  attestation)  of  Previously  Acquired  Shares,  (d)  any
combination of the above, or (e) any other method permitted by the Committee and
upon terms and conditions  established  by the  Committee.  For purposes of such
payment,  Previously  Acquired Shares tendered will be valued at the Fair Market
Value on the exercise date.

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<PAGE>

4.   STOCK UNITS

     4.1 Stock Units.

          (a) Formula  Grant.  Unless  otherwise  determined by the Board,  each
     Director  shall receive a grant of 3,500 Stock Units on the first  business
     day of each Plan Year.

          (b) Discretionary  Grants. The Board may provide that all or a portion
     of Fees will be paid in the form of Stock Units. In addition, the Board may
     determine that Directors will have the ability to elect (in accordance with
     Sections  4.2 and 4.3) to receive  certain  Fees as a  specified  number of
     Stock Units or as a specified amount of cash ("Elective  Fees"). The number
     of Stock Units  allocated  with respect to Fees  deferred  pursuant to this
     subsection (b) shall be determined in accordance with Section 4.5 below.

          (c) Deferred Fees.  Directors may elect (in  accordance  with Sections
     4.2 and 4.3) to receive Stock Units in lieu of Fees that are not granted as
     (1) Elective Fees pursuant to subsection (b) above,  or (2) a formula grant
     pursuant to subsection (a) above.  The number of Stock Units allocated with
     respect  to  Fees  deferred  pursuant  to  this  subsection  (c)  shall  be
     determined in accordance with Section 4.5 below.

4.2  Election to Defer.

          (a) A Director may elect,  on an annual basis and prior to December 31
     of a Plan Year, to defer receipt until the Time of Distribution of all or a
     portion of the cash Fees payable to such Director for services  rendered in
     the next ensuing Plan Year. A Stock Unit Election  shall be effective  upon
     the timely  delivery  by a Director to the  Administrator  of a written and
     properly  completed  Stock Unit  Election to evidence his or her  decision.
     Such Stock Unit Election shall indicate the portion of the Directors'  Fees
     to be deferred  and credited to his or her Stock Unit  Account.  A Director
     may also elect,  pursuant to such Stock Unit  Election,  to receive cash or
     Common  Stock at the Time of  Distribution  with respect to the Stock Units
     underlying such election. A Participant (or his or her Beneficiary) may, in
     connection with the Director's Termination, change such Stock Unit Election
     as to whether such distribution will be made in Common Stock or cash at the
     Time of Distribution.

          (b) If a person  becomes a Director  after the  beginning  of any Plan
     Year, he or she may elect to defer receipt of Fees for such Plan Year. Such
     Stock  Unit  Election  must  be  made  in  writing  and  delivered  to  the
     Administrator  within thirty days after the individual  becomes a Director,
     and such Stock Unit Election  shall be effective  only with respect to Fees
     that are earned for services  performed by the Director  after the date the
     Stock Unit Election is delivered to the Administrator  (and thereby becomes
     effective).

     4.3  Effectiveness  of Elections.  Stock Unit  Elections for each Plan Year
shall be effective and irrevocable upon the delivery of a Stock Unit Election to
the Administrator, except as specifically provided in this Plan.

     4.4 Establishment of Stock Unit Accounts. The Company, Administrator or the
Trustee,  as  appropriate,  shall  establish a separate "Stock Unit Account" for
each Participant.

4.5  Crediting Stock Unit Accounts.

          (a) The Stock Unit  Account of each  Director  shall be credited as of
     each  Grant Date with (1) the Fees that are  denominated  by the Board as a
     specified  number of Stock Units and (2) the Fees that the Director  elects
     to defer as Stock Units. With respect to Fees that are deferred pursuant to
     Section 4.1(c) above,  the  Participant  shall be credited with a number of
     Stock Units  determined  by dividing the total cash value of such  deferred
     Fees earned and  deferred  in a quarter by 85% of the Fair Market  Value of
     the  Common  Stock on the Grant  Date.  As of the date of any  payment of a
     stock dividend or stock split by the Company,  a  Participant's  Stock Unit
     Account will be credited  with Stock 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 Stock  Units  credited  to the
     Participant's Stock Unit 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
     Unit Account  shall be credited  with  additional  Stock 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 Stock Units credited to the Participant's Stock
     Unit Account as of the record date.


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<PAGE>

          (b)  On a  quarterly  basis,  or as  otherwise  appropriate  to  match
     increases  in Stock Units held in the Plan,  the Company may, but shall not
     be required by the terms of the Plan to,  purchase Common Stock on the open
     market and hold the same in the  "Non-Employee  Directors' Equity Incentive
     Plan Account."  Also,  the Company may enter into a Trust  Agreement with a
     Trustee  and may,  but shall not be  required  by the terms of the Plan to,
     transfer  to the  Trustee  either (1) the number of shares of Common  Stock
     equal to the whole  number of Stock Units in the  Participants'  Stock Unit
     Accounts for Fees deferred by the Directors on such Grant Date, or (2) cash
     with  instructions to purchase such number of shares of Common Stock either
     from the  Company or in the open  market,  as  determined  by the  Company.
     Purchases  in the open  market by the  Trustee  shall not be subject to any
     direct or indirect  control or influence over the times when, or the prices
     at which, or the broker or dealer through which, the Trustee shall buy such
     shares.  As specified in Section 7.2, any shares of Common Stock  purchased
     by the Company  and any shares of Common  Stock or cash held by the Trustee
     shall remain the property of the Company or Trust, respectively,  and shall
     not be property or money to which any Participant has any right or claim.

4.6  Time and Method of Distribution.

          (a) Distribution of a Participant's  Stock Unit Account shall commence
     at Time of Distribution. Distribution shall be made in a lump sum either in
     shares of Common Stock or in cash. If a distribution is to be made in cash,
     it shall be in an amount  equal to the Fair Market  Value as of the date of
     Separation  from  Service of all Stock Units  credited  to a  Participant's
     Stock Unit Account. The distribution shall be paid to the Participant,  the
     Family Transferee or his or her Beneficiary, as applicable. Any Fees earned
     in the calendar  quarter in which a  Participant's  Separation from Service
     occurs shall be distributed in cash,  based on the cash amount of such Fees
     previously  established by the Board. For example,  if a Director elects to
     defer quarterly Fees in the amount of $2,000 and such Fees are not credited
     to his or her Stock Unit Account because the Termination occurs during such
     calendar  quarter,  such Director or his or her Beneficiary  will receive a
     distribution of such Participant's  Stock Unit Account plus a lump sum cash
     payment of $2,000.

          (b) If a  distribution  is to be made in shares of Common  Stock,  the
     distribution  shall be such number of shares of Common Stock as shall equal
     the whole number of Stock Units credited to such  Participant's  Stock Unit
     Account.  Any remaining  fractional interest shall be paid in cash based on
     the Fair Market  Value of the shares of Common  Stock  represented  by such
     Stock Units on the date of Separation from Service.

          (c) In the absence of an effective  Stock Unit Election to take effect
     at the Time of Distribution that sets forth whether such distribution shall
     be in cash or in Common Stock,  the Stock Unit Account shall be paid out in
     Common Stock.

          (d) This subsection (d) shall govern the  distribution of a Stock Unit
     that if paid at the time the  distribution  would be made without regard to
     this  subsection,  could  result in a  violation  of  Section 16 of the Act
     because there is an opposite way transaction that would be matched with the
     liquidation  of the  Participant's  interest  in Stock  Units  (either as a
     "discretionary  transaction," within the meaning of Rule 16b-3(b)(1), or as
     a regular transaction,  as applicable) (a "Covered  Distribution").  In the
     case of a Covered  Distribution,  if the  liquidation of the  Participant's
     interest  in  Stock  Units in  connection  with  the  distribution  has not
     received  approval that is effective to exempt the  transaction  under Rule
     16b-3 ("Exempting  Approval") by the time the distribution would be made if
     it  were  not  a  Covered  Distribution,   or  if  it  is  a  discretionary
     transaction,  then the  actual  distribution  to the  Participant  shall be
     delayed only until the earlier of:

               (i) In the  case of a  transaction  that  is not a  discretionary
          transaction,   the  date   Exempting   Approval  is  obtained  of  the
          liquidation of the  Participant's  Stock Units in connection  with the
          distribution, and


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<PAGE>

               (ii) The date the distribution would no longer violate Section 16
          of the Act, e.g., when the Participant is no longer subject to Section
          16 of the  Act,  or when  the  time  between  the  liquidation  and an
          opposite way transaction that would be matched with the liquidation is
          sufficient.

5.   CHANGE IN CONTROL

     5.1 A "Change in Control"  shall mean and shall be deemed to have  occurred
as of the date of the first to occur of the following events:

          (a) when any  "person" as defined in Section  3(a)(9) of the  Exchange
     Act, and as used in Section 13(d) and 14(d) thereof, including a "group" as
     defined in Section 13(d) of the Exchange Act (but excluding the Company and
     any subsidiary and any employee benefit plan sponsored or maintained by the
     Company or any  subsidiary  (including  any  trustee of such plan acting as
     trustee)),  directly  or  indirectly,  becomes the  "beneficial  owner" (as
     defined in Rule 13d-3 under the Exchange Act), of securities of the Company
     representing 50% or more of the combined voting power of the Company's then
     outstanding securities; or

          (b) upon the consummation of any merger or other business  combination
     involving the Company, a sale of substantially all of the Company's assets,
     liquidation or dissolution of the Company or a combination of the foregoing
     transactions  (the  "Transactions")  other than a  Transaction  immediately
     following which the  stockholders of the Company  immediately  prior to the
     Transaction own, in the same proportion,  at least 51% of the voting power,
     directly or indirectly, of (i) the surviving corporation in any such merger
     or other  business  combination;  (ii) the purchaser of or successor to the
     Company's assets; (iii) both the surviving corporation and the purchaser in
     the event of any  combination of  Transactions;  or (iv) the parent company
     owning 100% of such surviving corporation,  purchaser or both the surviving
     corporation and the purchaser, as the case may be.

     5.2  Acceleration  of Vesting;  Termination.  If a Change in Control of the
Company occurs, then all Options will become immediately exercisable in full and
will remain exercisable in accordance with their terms; provided,  however, that
the Company may provide that the Options shall  terminate upon the  consummation
of such  Change in  Control,  provided  that the  Company  provides a minimum of
thirty  (30) days'  prior  written  notice to the  Participants  of such  Option
termination date.

6.   AWARDS NOT TRANSFERABLE; EXCEPTIONS

          (a) No  Award  shall be  transferable  or  subject  in any  manner  to
     alienation  or  anticipation  other  than by will or the laws of descent or
     distribution  except  pursuant to a lump-sum  property  settlement  under a
     domestic  relations order as defined by the Code or Title I of the Employee
     Retirement  Income  Security Act  ("ERISA")  and the rules and  regulations
     promulgated  thereunder and except that,  with the consent of the Committee
     acting in its sole  discretion,  a  Participant  may effect a  transfer  (a
     "Family  Member  Transfer") of an Award that is not subject to Code Section
     409A (or that is transferred in full  compliance with Code Section 409A) to
     (i) a member of the Participant's  immediate family (which for the purposes
     of the  Plan  shall  have  the  same  meaning  as  defined  in  Rule  16a-1
     promulgated  under the Exchange Act); (ii) a trust (the "Family Trust") the
     beneficiaries of which consist  exclusively of members of the Participant's
     immediate  family;  and (iii) a partnership,  limited  partnership or other
     limited  liability  entity  ("Family  Entity") the members of which consist
     exclusively of members of the Participant's immediate family, Family Trusts
     and  Family  Entities;  provided  that no  consideration  is  paid  for the
     transfer  and that each  Family  Member  Transferee  execute an  instrument
     agreeing  to be  bound  by  the  provisions  of the  Plan  and  the  Plan's
     restrictions  on  transferability  of the Award.  During the  lifetime of a
     Participant,  an Option shall be exercisable only by the Participant or his
     or her  Family  Transferee  or  Beneficiary.  A  "Family  Transferee"  is a
     transferee  that is a member of the immediate  family of a Participant or a
     Family Trust or Family Entity.

          (b) No  Participant  may  borrow  against  his or her  Stock  Units or
     Options. No Stock Unit Account nor Option shall be subject in any manner to
     anticipation,  alienation, sale, transfer, assignment, pledge, encumbrance,
     charge,  garnishment,  execution or levy of any kind,  whether voluntary or
     involuntary,  including,  but not  limited to, any  liability  which is for
     alimony or other payments for the support of a spouse or former spouse,  or
     for any other  relative of a  Participant,  except with respect to a Family
     Member Transfer of Awards as described above. Neither a Participant's Stock
     Unit Account or Option  hereunder  nor a  Participant's  rights to benefits
     hereunder may be assigned to any other party by means of a judgment, decree
     or order (including approval of a property  settlement  agreement) relating
     to the provision of child support,  alimony  payments,  or marital property
     rights  of a  spouse,  former  spouse,  child  or  other  dependent  of the
     Participant.


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<PAGE>

          (c)  In  the  event   that,   notwithstanding   the   foregoing,   any
     Participant's benefits are garnished or attached by order of any court, the
     Committee  may elect to bring an action  for a  declaratory  judgment  in a
     court of competent  jurisdiction  to determine the proper  recipient of the
     benefits to be paid by the Plan.  During the pendency of said  action,  any
     benefits  that  become  payable  may be paid into the court as they  become
     payable,  to be  distributed by a court to the recipient as it deems proper
     at the close of said action.

7.   CREDITORS AND INSOLVENCY

     7.1 Unfunded Status. Any and all payments made to a Participant pursuant to
the Plan  shall  be made  from the  general  assets  of the  Company  or  assets
available to its general  creditors.  Any payments  made in good faith under the
terms  of the  Plan  to a  Participant  or his or her  Beneficiary  shall  fully
discharge the Plan, the Company,  the Trustee, if any, the Administrator and the
Committee  from all  further  obligations  with  respect to such  payments.  The
Company  intends that the Plan shall be  considered  unfunded for all  purposes,
including tax purposes and purposes of Title I of ERISA.

     7.2 Claims of the  Company's  Creditors.  All assets  held  pursuant to the
provisions  of this Plan shall be subject to the claims of general  creditors of
the Company,  including judgment creditors and bankruptcy creditors.  The rights
of a Participant  or Beneficiary to any benefits under the Plan or to any assets
under the Trust shall be no greater than the rights of an unsecured  creditor of
the Company. No Participant shall have any claim or entitlement to any shares of
Common Stock which have been  purchased,  acquired or held by the Company or any
Trustee.  Any and all such shares shall be the property of the Company and shall
only  represent  funds or assets  available  to the Company  which it shall have
designated to match its obligations and accruals with respect to the Plan.

8.   PAYMENT OF SHARES

     8.1 Delivery of Certificates for Stock.

          (a) At the Time of Distribution,  subject to subsection (d) below, the
     Company shall deliver to a Participant who has elected to receive shares of
     Common  Stock,  or to  his or  her  Family  Transferee  or  Beneficiary,  a
     certificate  for the shares of Common Stock to which he or she is entitled.
     At the time of  exercise  of an Option,  subject  to  subsection  (d),  the
     Company shall deliver to the Participant or to his or her Family Transferee
     or Beneficiary, a certificate for shares of Common Stock to which he or she
     is  entitled.  Such  certificates  shall be  registered  in the name of the
     Participant, Family Transferee or Beneficiary.

          (b) The  Company  shall  not be  required  to  issue  or  deliver  any
     certificates  for, or make  book-entry  reflecting,  shares of Common Stock
     prior to (i) the listing of such shares on any stock  exchange or quotation
     system on which the Common  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 any governmental body which the Company shall,
     in its sole discretion, determine to be necessary or advisable.

          (c) All  certificates  for shares of Common Stock  delivered under the
     Plan,  and book entries  reflecting  such shares,  shall be subject to such
     restrictions   as  the  Committee  may  deem  advisable  under  the  rules,
     regulations,   and  other  requirements  of  the  Securities  and  Exchange
     Commission,  any stock  exchange upon which the Common Stock is then listed
     and any applicable federal or state securities laws.

          (d) If the  registration  of  ownership  of Common Stock is then being
     maintained by the Company or its transfer  agent in book-entry  form,  then
     the  delivery  of  shares  of  Common  Stock  to  the  Participant,  Family
     Transferee or Beneficiary may be evidenced by book entry.


                                       7
<PAGE>

     8.2 Taxes.  The Company or the Trustee,  as  appropriate,  shall deduct the
amount of any taxes,  if so required by law,  from any payments made pursuant to
the Plan and shall  transmit  the  withheld  amounts to the  appropriate  taxing
authority, and provide the Participant,  Family Transferee or any Beneficiary of
appropriate  evidence  of  withholding.  In the case of exercise of an Option or
payment in shares of Common Stock,  the  Participant  may request the Company to
accept payment of any related  withholding taxes in the form of shares of Common
Stock valued at Fair Market Value on the exercise  date of the Option or payment
in shares of Common Stock, as the case may be.

     8.3 Payment to  Beneficiary,  Exercise of Option by  Beneficiary.  Upon the
death of a Participant, the Stock Unit Account of the deceased Participant shall
be paid to the  Beneficiary  within  30 days  following  the date of  death.  In
addition,  upon the death of a  Participant,  the  Beneficiary  may exercise any
Option  to the  extent  exercisable  on  the  date  of  death  and as  otherwise
permissible pursuant to any Option agreement.

     8.4  Beneficiary  Designation.  Beneficiary  designations  shall be made in
writing and delivered to the  Administrator and shall comply with any applicable
state law  relating  to  testamentary  dispositions  and other  requirements.  A
Participant  may designate a new  Beneficiary  or  Beneficiaries  at any time by
notifying  the  Administrator.   The  last  such  designation  received  by  the
Administrator shall be controlling;  provided,  however, that no designation, or
change  or  revocation  thereof,  shall  be  effective  unless  received  by the
Administrator  prior to the  Participant's  death,  and in no event  shall it be
effective as of a date prior to such receipt.

9.   ADMINISTRATION

     9.1 Appointment of Committee.

          (a) The Board of Directors  shall  appoint a Committee,  consisting of
     not less than two persons,  to administer and interpret the Plan;  provided
     that,  so  long  as  the  Company  has a  class  of its  equity  securities
     registered  under  Section 12 of the  Exchange  Act,  such  committee  will
     consist  solely of two or more  members of the Board who are  "non-employee
     directors"  within the meaning of Rule 16b-3.  Members of a Committee shall
     hold office at the pleasure of the Board of Directors  and may be dismissed
     at any time with or without cause.

          (b) The Board of Directors  shall also  designate one or more officers
     or employees of the Company to administer  the Plan and to have the primary
     administrative  responsibility  with respect to the Plan,  in  coordination
     with and under the direction of the Committee.

9.2  Powers of the Administrator and the Committee.

          (a) The Committee shall not, under any  circumstances,  have authority
     to select those  Directors who will be eligible to  participate in the Plan
     or to make  decisions  concerning  the  timing,  pricing  or  amount of any
     benefit,  Stock Unit,  share of Common Stock or Option under the Plan.  All
     such  matters are  determined  solely by the  provisions  of the Plan.  The
     Committee  shall  interpret or supplement  the provisions of the Plan where
     desirable or necessary  and may resolve  ambiguities  or omissions or adopt
     procedures for the  administration  of the Plan consistent with the purpose
     and provisions of the Plan and any rules adopted by the Committee. Whenever
     directions, designations, applications, requests or other notices are to be
     given by a  Participant  under  the  Plan,  they  shall  be filed  with the
     Committee.

          (b)  Except  as  provided  in  the  next  paragraph,   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  discretion
     of the Committee and shall be final,  conclusive and binding on all persons
     for all purposes.

          (c) If the taking of any action or the making of any  determination by
     the Committee shall  jeopardize the  effectiveness  of any exemption of any
     plan of the Company  from Section  16(a) and (b) of the  Exchange  Act, the
     Committee  shall be deemed to be without  the power to take such  action or
     make such determination.


                                       8
<PAGE>

10.  SHARES OF COMMON STOCK SUBJECT TO THE PLAN

     10.1 Number of Shares.  Subject to the provisions of Section 10.2 (relating
to  adjustments   upon  changes  in  capital   structure  and  other   corporate
transactions),  a maximum of 2,000,000  shares of Common Stock may be issued and
delivered to Participants,  Family Transferees and their Beneficiaries under the
Plan. If and to the extent that any Award is forfeited, or if any Option granted
under the Plan terminates,  expires or is cancelled or forfeited, without having
been fully exercised,  shares of Common Stock subject to such Awards shall again
be available for  distribution  in connection with Awards under the Plan. If the
option price of any Option  granted  under the Plan is  satisfied by  delivering
Previously  Acquired Shares to the Company,  only the number of shares of Common
Stock issued net of the shares of Previously  Acquired Shares delivered shall be
deemed  delivered for purposes of  determining  the maximum  number of shares of
Common Stock  available for delivery  under the Plan. Any shares of Common Stock
available for grant under the Amended and Restated  Citizens  Utilities  Company
Non-Employee Directors' Deferred Fee Equity Plan (the "Predecessor Plan") on the
Effective  Date not subject to  outstanding  awards shall become  available  for
issuance under the Plan. (As of April 5, 2006,  approximately  536,751 shares of
Common  Stock are expected to be available  for issuance  under the  Predecessor
Plan.  Thus, the total number  available for grant under the Plan is expected to
be 2,536,751  million.) In addition,  if and to the extent that any "plan units"
outstanding on May 25, 2006 under the Predecessor Plan are forfeited,  or if any
option granted under the Predecessor Plan terminates,  expires,  or is cancelled
or  forfeited,  without  having  been fully  exercised,  shares of Common  Stock
subject to such "plan units" or options  cancelled  shall become  available  for
issuance under the Plan. Any share of Common Stock transferred by the Company to
a Stock Unit Account or to the Trustee or delivered by the Company upon exercise
of an Option  hereunder  may consist,  in whole or in part,  of  authorized  and
unissued shares or treasury shares.  No fractional  shares shall be issued under
the Plan.  Cash may be paid in lieu of any  fractional  shares in settlements of
Awards under the Plan.

     10.2 Adjustments in Event of Change in Common Stock.

     Subject  to the  provisions  of  Sections  5.1  (relating  to a  Change  in
Control),  in the event of any  stock  dividend,  stock  split,  combination  or
exchange of shares, merger, consolidation, spin-off or other distribution (other
than normal cash  dividends)  of Company  assets to  stockholders,  or any other
change  affecting  shares of Common  Stock,  such  adjustments,  if any,  as the
Committee in its discretion may deem appropriate to reflect such change shall be
made with respect to (a) the aggregate number of shares of Common Stock that may
be issued under the Plan;  (b) the number of shares of Common  Stock  subject to
Awards of a specified type or to any Participant; and/or (c) the price per share
for any outstanding Options granted under the Plan.

11.  MISCELLANEOUS

     11.1 Term of Plan.  The Plan shall be effective as of the  Effective  Date,
subject to approval by the stockholders of the Company. The Plan shall terminate
on the tenth anniversary of the Effective Date, unless earlier terminated by the
Board in its sole discretion or by the Committee in accordance with Section 11.4
of the Plan.  The  termination  of the Plan  shall not  impact  any  outstanding
Options or Stock Unit Accounts.  Notwithstanding  the  foregoing,  the Board may
terminate the Plan and the  Committee  shall have the authority to terminate all
deferral  elections  (1) in the event of a  corporate  dissolution  taxed  under
Section 331 of the Code, (2) with the approval of a bankruptcy court pursuant to
11 U.S.C.  Section  503(b)(1)(A) or (3) as a result of such other liquidation or
similar event that constitutes a permitted termination of the Plan under Section
409A of the Code and regulations and guidance thereunder.

     11.2  Participants'  Rights.  Nothing  contained  in  this  Plan  shall  be
construed  as giving any  Participant  the right to be retained as a Director of
the Company or as limiting,  in any way, any right that any party or parties may
have to remove a  Participant  as a Director  of the Company or to appoint or to
elect another  individual to replace a Participant as a Director of the Company.
Nothing  contained in this Plan shall be construed as giving any Participant the
right to receive any benefit not  specifically  provided by the Plan.  Any other
provision of the Plan notwithstanding, a Participant shall not have any interest
in the amounts  credited to his Stock Unit Account until such Stock Unit Account
is distributed in accordance with the provisions of the Plan.


                                       9
<PAGE>

     11.3 Amendments; Other. The Board may at any time modify and amend the Plan
in any respect;  provided,  however, that stockholder approval shall be obtained
prior to any such amendment  becoming  effective if such approval is required by
law,  the rules of the stock  exchange  on which the shares of Common  Stock are
then  listed,  or is  necessary to comply with  regulations  promulgated  by the
Securities  and Exchange  Commission  under  Section  16(b) of the Exchange Act,
provided further that, no amendment, modification,  termination or suspension of
the Plan shall in any manner  materially  adversely affect any Award theretofore
granted  under the Plan,  without the consent of the  Participant  holding  such
Award,  except that no such consent shall be required if the Board determines in
its sole discretion that such amendment, modification or termination is required
or  advisable  in order for the  Company,  the Plan or the Award to satisfy  any
applicable law or regulation, stock exchange rule, over-the-counter market rule,
or  to  meet   the   requirements   of  any   intended   accounting   treatment.
Notwithstanding  the  foregoing,  the Board may (but shall not be  required  to)
amend the Plan without  obtaining the consent of any  Participant  to the extent
necessary  (as  determined  by the  Board  in its sole  discretion)  to meet the
requirements of Section 409A of the Code and the guidance issued thereunder such
that the additional  taxes and penalties set forth in Section  409A(a)(i)(B)  of
the  Code  will  not  apply  to  transactions  contemplated  by the  Plan or any
Participant's  Award  agreement  with  respect to an Option or Stock  Unit.  The
Company shall have no liability  whatsoever for or in respect of any decision to
take action to attempt to so comply with Code Section 409A, any omission to take
such  action or for the  failure of any such  action  taken by the Company to so
comply.

     11.4 Notices. All elections, designations,  requests, notices, instructions
and other  communications  from a Director,  Participant,  Beneficiary  or other
person to the  Administrator,  required or permitted under the Plan, shall be in
such form as is prescribed from time to time by the  Administrator  and shall be
mailed by  registered  or  certified  mail,  postage  prepaid  first class mail,
nationally  recognized  overnight  courier,  delivered by facsimile,  personally
delivered or otherwise  delivered to such  location as shall be specified by the
Administrator.

     11.5  Captions.  The use of  captions in the Plan is for  convenience.  The
captions are not intended to provide substantive rights.

     11.6  Governing  Law.  The validity  and  construction  of the Plan and the
instruments  evidencing  the Awards granted  hereunder  shall be governed by the
substantive laws of the State of Delaware.

     11.7  Binding  Effect.  The  terms of the Plan  shall be  binding  upon the
Company and its successors and assigns.

12.  COMPLIANCE WITH CODE SECTION 409A

     12.1 Specified  Employees.  With respect to Participants who are "specified
employees" (with such status  determined by the Company in accordance with rules
established  by the  Company in writing  in advance of the  "specified  employee
identification  date" that relates to the date of Participant's  Separation from
Service or, if later,  by  December  31,  2008,  or in the absence of such rules
established by the Company,  under the default rules for  identifying  specified
employees  under Code Section  409A),  a  distribution  due to  Separation  from
Service  may not be made  before the date that is six  months  after the date of
Separation from Service (or, if earlier,  the date of death of the Participant),
except as may be  otherwise  permitted  pursuant to Code  Section  409A.  To the
extent that a Participant is subject to this section,  the Participant  shall be
paid, during the seventh month following  Separation from Service, the aggregate
amount  of  payment  he would  have  received  but for the  application  of this
section.


                                       10
<PAGE>

     12.2 In General. The Plan is intended to be treated as an unfunded deferred
compensation plan under the Code and is intended to comply in form and operation
with the  requirements  of Code Section 409A. It is the intention of the Company
that the  amounts  deferred  pursuant  to this Plan shall not be included in the
gross income of the Participants or their  Beneficiaries  until such time as the
deferred amounts are distributed from the Plan. At all times, this Plan shall be
interpreted  and operated (i) in  accordance  with the  requirements  of Section
409A,  unless an exemption  from Section 409A is available and  applicable,  and
(ii) to maintain the exemption from Section 409A of Options. To the extent there
is a conflict  between the  provisions of the Plan  relating to compliance  with
Section 409A and the  provisions of any Award  agreement  issued under the Plan,
the provisions of the Plan control.  Moreover, any discretionary  authority with
respect  to  Awards,  which may exist  under the terms of the Award or the other
terms of this  Plan,  shall not be  applicable  to an Award  that is  subject to
Section 409A to the extent such  discretionary  authority  would  conflict  with
Section  409A.  In the event that any Award  shall be deemed not to comply  with
Section 409A,  then neither the Company,  the Board of Directors,  the Committee
nor its or their designees or agents,  nor any of their  affiliates,  assigns or
successors (each a "protected  party") shall be liable to any Award recipient or
other person for actions, inactions, decisions, indecisions or any other role in
relation to the Plan by a protected party if made or undertaken in good faith or
in reliance on the advice of counsel  (who may be counsel for the  Company),  or
made or undertaken by someone other than a protected party.


                                       11