CITIZENS UTILITIES COMPANY

                      SPLIT DOLLAR LIFE INSURANCE AGREEMENT


THIS AGREEMENT,  made as of the 28th day of April, 1994, by and between Citizens
Utilities Company,  (hereinafter called the Employer),  and Lyman Russell Mitten
(hereinafter called the Employee).

     WHEREAS, Employee is a valued and trusted employee and has been employed by
Employer for a number of years and has  discharged  all duties in a most capable
manner, and

     WHEREAS,  Employer wishes to encourage  Employee to continue  employment by
establishing this Split Dollar Life Insurance Agreement, and

     WHEREAS,  Employer has applied for and acquired  Policy  #1529754 issued on
November  19, 1993 by Security  Life of Denver  Insurance  Company  (hereinafter
called the  Carrier)  insuring the life of the  Employee  (hereinafter  with any
additions or modifications called the Policy), and

     WHEREAS,  Employer wishes to help Employee  maintain a portion of said life
insurance Policy for the benefit and protection of the Employee's  family by the
establishment  of this Split  Dollar  Life  Insurance  Agreement,  to provide an
amount of life  insurance  payable to the Employee's  beneficiary  equal to four
times the Employee's Base Salary, subject to adjustment, and

WHEREAS, it is the intent of the parties that the Policy be designed in a manner
to provide that life insurance benefits under this Agreement may continue after
the Employee's termination of employment, and

     WHEREAS,  it is the intent of the  parties  to  continue  this Slit  Dollar
Agreement in force until the earlier of the Employee's Normal Retirement Date or
death, and

     WHEREAS,  the parties intend that the split dollar arrangement  provided in
this Agreement  will be taxed in accordance  with the principles of split dollar
set forth in Rev. Rul. 64-328, 1964-2 CB 11,

     NOW THEREFORE,  for acknowledged mutual  consideration  between the parties
hereto it is agreed that:

     1. POLICY OWNERSHIP

          The Employee shall continue to own the Policy.


<PAGE>

     2. NORMAL RETIREMENT DATE DEFINED

          For the purposes of this Agreement  NORMAL  RETIREMENT DATE shall mean
          the January 1st following the Employee's 65th birthday.

     3. DEATH BENEFIT AMOUNT FOR EMPLOYEE'S BENEFICIARY

          The  Employee's  designated  beneficiary  shall be  entitled to a life
          insurance death benefit equal to four times the Employee's  annualized
          Base Salary (a) on the date of death,  if death occurs  before  NORMAL
          RETIREMENT  DATE,  and  (b)  for  the  year  immediately   before  the
          Employee's  NORMAL  RETIREMENT  DATE,  if death occurs on or after the
          Employee's  NORMAL  RETIREMENT  DATE.  Base Salary shall have the same
          meaning as "earnings" as defined in Citizens Utilities Company's group
          term life  insurance plan as of January 1, 1994 and set-out in Exhibit
          A to this Agreement provided, however, that for purpose of determining
          the amount of the death  benefit under this  Agreement  there shall be
          the following adjustments.

               (a) For purposes of this Agreement,  during 1994, the Base Salary
          for the  period  from  January  1, 1994 to the  effective  date of the
          annual performance review shall be the actual Base Salary. For purpose
          of  determining  Base Salary for the period from the effective date of
          the annual  performance review until December 31, 1994 the Bass Salary
          as of the date immediately proceeding the effective date of the review
          shall be  increased by the greater of the actual  percentage  increase
          times that Base Salary or 5.5% times that Base Salary.

               (b) For each year after 1994, Base Salary as of January 1 of such
          year shall be the Base Salary as of December 31, of the preceding year
          (computed  in the  manner as set-out  in clause  (a)  above).  For the
          period from the annual  performance  review date until  December 31 of
          such year,  the Base Salary as of the date  immediately  preceding the
          review date shall be increased by the greater of the actual percentage
          increase times that Base Salary or 5.5% times that Base Salary.


               (c) If any  increase in actual Base Salary  shall be effective on
          any date other than an annual  performance review date (by reason of a
          promotion or  otherwise)  the then Base Salary shall be the greater of
          actual Base Salary or Base Salary  computed in accordance with clauses
          (a) and (b) above.

               Provided  further that the amount of life insurance death benefit
          to which the  beneficiary  of a  terminated  Employee  is  entitled is
          subject to the provisions of Section 6 hereof.

<PAGE>

     4. PAYMENT OF PREMIUMS

          The  Employee  shall  pay to the  Employer  that  part of each  annual
          SCHEDULED  premium  equal  to the  value of the  "reportable  economic
          benefit"  of  the  life  insurance  amount  to  which  the  Employee's
          beneficiary is entitled under this Agreement, calculated in accordance
          with U.S.  Treasury  Department rules. It is the intent of the parties
          that this  amount  be  calculated  in  accordance  with U.S.  Treasury
          Department  rules in a manner which will result in the lowest possible
          amount being paid by the Employee.  Such amount may  hereinafter  also
          may be referred to as "the cost of the pure term  insurance."  October
          15th of each calendar  year, the Employer shall give written notice to
          the  Employee  (whether  terminated  or not) of the annual cost of the
          pure  term  insurance  for the  current  year.  Within  30 days  after
          receiving  such  notice,  the  Employee  shall pay to the  Employer an
          amount  equal to the cost of the pure term  insurance  as set forth in
          such notice.  In the event of the  Employee's  death at any time,  not
          having paid all or any portion of the cost of the pure term  insurance
          for the  year of such  death,  such  unpaid  amount  shall be a charge
          against the Employee's benefit under the policy,  thereby reducing the
          death benefit on a dollar for dollar basis. The Employer shall pay the
          annual SCHEDULED  PREMIUM in the amount set for the in the Policy on a
          timely basis.  The  cumulative  total paid by the  Employer,  less the
          cumulative  amounts  paid by the Employee as the cost of the pure term
          insurance,  shall be known as "PREMIUM  ADVANCES".  The Employer shall
          remit each premium due (including the Employee's  amount) on an annual
          basis on or before the due date and  agrees not to change the  premium
          payment mode from the annual basis. Provided further, however, that if
          an Employee has voluntarily  terminated employment with Employer,  the
          Employer's  premium  payment  obligation is hereby modified to allow a
          reduction in the amount of the premium  payments so that, based on the
          Carrier's current assumptions,  such modified premium payment schedule
          will  provide  the  projected,  vested  death  benefit  both  pre- and
          post-retirement.

     5. COLLATERAL ASSIGNMENT

               The total amount of all PREMIUM ADVANCES applied to the policy by
          the Employer shall constitute and be known as the "EMPLOYER'S INTEREST
          IN THE  POLICY"  during  the  Employee's  lifetime.  Additionally,  if
          Employee  voluntarily  terminates  employment  with the employer,  the
          EMPLOYER'S INTEREST IN THE POLICY shall also include the excess of the
          amount of policy  cash value  over that  needed at any time to provide
          the death  benefit  to which  Employee  will be  entitled  under  this
          Agreement. As security for the repayment of the EMPLOYER'S INTEREST IN
          THE POLICY,  as it may exist from time to time  during the  Employee's
          lifetime,  and also as security  for the payment of death  benefits to
          the Employer  pursuant to Section 10, the Employee shall executive and
          deliver to the Employer,  as of the time of the first Premium  Advance

<PAGE>

          hereunder,  a Collateral  Assignment  of said policy.  At or about the
          time of Employee's NORMAL RETIREMENT DATE, the Employer shall withdraw
          the  EMPLOYER'S  INTERST  IN THE  POLICY  (decreased  by  the  amounts
          previously  borrowed or  withdrawn  by the  Employer  under  Section 8
          below) from the then policy  values and shall  release its  Collateral
          Assignment to the Employee.


     6. TERMINATION OF EMPLOYEMENT

          A.   Voluntary Termination

                    If employee voluntarily terminates employment with Employer,
               Employee  will e deemed to have become  entitled to a  continuing
               death  benefit  under this  Agreement  in an amount  equal to the
               product of multiplying  Employee's then Vested  Percentage  times
               the death benefit to which the  Employee's  beneficiary  had been
               entitled  under  this  Agreement  at the  time of the  Employee's
               termination,  based on the then Base Salary.  The Employee  shall
               continue  to be obliged to  continue  paying the cost of the pure
               term  insurance   pursuant  to  Section  4  hereof  until  Normal
               Retirement Date. Employee's Vested Percentage is determined under
               the following schedule:

                    Years of Service           Vested
                      After 1993             Percentage
                      ----------             ----------

                        1                       20
                        2                       40
                        3                       60
                        4                       80
                        5                      100

<PAGE>

                    A Year of Service is any calendar year in which the Employee
               is employed for six full months.

                    Employee's voluntary termination will result in the increase
               of the EMPLOYER'S INTEREST IN THE POLICY set forth in Section 5.

                    Provided,  however that if the terminated  Employee fails to
               contribute   such  cost  of  the  pure  term   insurance  on  the
               continuing, level death benefit, then such failure will result in
               a charge against the  Employee's  interest in the policy equal to
               the sum of the  unpaid  annual  amounts  calculated  pursuant  to
               Section 4 hereof and further  increased by an  additional  charge
               for the use of money  resulting  from such charge at the annually
               compounding  rate of 5.5%. The parties intend and agree that such
               charges  shall  be  treated  as  "PREMIUM  ADVANCES"  made by the
               Employer,  and that such  charges will be included as part of the
               EMPLOYER'S  INTEREST IN THE POLICY.  It is further  intended  and
               agreed  that  such  charges  will be  secured  by the  Collateral
               Assignment  pursuant  to  Section  5 hereof.  The  effect of such
               charges will be to reduce the Employee's pre- and post-retirement
               death benefit and cash surrender  value benefit level on a dollar
               for  dollar  basis.  Any  reference  to  benefit  levels or death
               benefit(s) in this Agreement shall be deemed to mean "as the same
               may be reduced  for  failure to  contribute  the cost of the pure
               term insurance.

                    The failure of the Employee to be elected or retained in the
               Employee's  present  position or in another  position of equal or
               greater responsibility, or a material reduction in the Employee's
               authority,  functions, duties or responsibilities (whether or not
               followed by termination of employment),  shall be deemed to be an
               "involuntary termination (other than for `good cause')."

<PAGE>

                    Upon the  occurrence of any event or condition  specified in
               the  immediately   preceding  sentence,   the  Employee's  Vested
               Percentage  shall be fixed at 100%,  regardless  of the  years of
               service, and, until termination of the Employee's employment, the
               Employee's  Base Salary (and  consequently  the Employee's  death
               benefit)  shall be  determined  as  provided  in Section 3. If an
               event or  condition  specified in the second  preceding  sentence
               occurs and is followed by termination of Employee's employment at
               any time prior to the Employee's  Normal  Retirement  Date,  such
               termination of employment  shall be an  "involuntary  termination
               (other  than  for  `good  cause')",   as  stated  aforesaid  and,
               following  such  termination,  the  Employee's  Base  Salary (and
               consequently the Employee's death benefit) shall be determined as
               provided in the first paragraph of section 6B.

          B.   Involuntary Termination

                    If an Employee is involuntarily  terminated  (other than for
               "good cause"),  the Employee will thereupon become 100% vested in
               the right to receive the benefit to which the  Employee  would be
               entitled under this Agreement.  If the Employee is  involuntarily
               terminated  the  benefit  shall be based on the  Employee's  Base
               Salary in the year of  termination,  adjusted,  if necessary,  to
               reflect  a  minimum   annual  5  1/2%  increase  in  Base  Salary
               determined in accordance  with  paragraph 3 of this Agreement for
               years  after  the  year  of   termination  up  through  the  year
               immediately   before  the  Employee's   NORMAL  RETIREMENT  DATE,
               provided that the Employee shall remain  obligated to continue to
               pay the cost of the pure term insurance  until Normal  Retirement
               Date.

                    Provided,  however,  that  if the  involuntarily  terminated
               Employee  fails  to  contribute   such  cost  of  the  pure  term
               insurance,  then such failure will result in a charge against the
               Employee's  interest in the policy equal to the sum of the unpaid
               annual  amounts  calculated  pursuant  to  Section 4 hereof,  and
               further  increased by an  additional  charge for the use of money
               resulting  from such charge at the  annually-compounding  rate of
               5.5%.  The parties  intend and agree that such  charges  shall be
               treated as "PREMIUM ADVANCES" made by the Employer, and that such
               charges will be included as part of the EMPLOYER'S INTERST IN THE
               POLICY.  It is further intended and agreed that such charges will
               be secured by the  Collateral  Assignment  pursuant  to Section 5

<PAGE>

               hereof.  The  effect  of  such  charges  will  be to  reduce  the
               Employee's  post-retirement  death  benefit  level  and the  cash
               surrender  benefit  level  on a  dollar  for  dollar  basis.  Any
               reference to benefit levels or death  benefit(s) in the Agreement
               shall be deemed to mean "as the same may be reduced  for  failure
               to contribute the cost of the pure term insurance."

                    Termination  by Employer of Employee's  employment for "good
               cause" as used in this  Agreement  shall be  limited  to  willful
               malfeasance by Employee in the  performance of employment  duties
               which is  demonstrated to have a materially  injurious  effect on
               the Employer's business, or by reason of Employee's conviction of
               a felony  related  directly to the conduce of  Employee's  office
               (which  through  lapse of time or  otherwise,  is not  subject to
               appeal)  or,  while  in the  employ  of the  Employer,  knowingly
               engaging  in and  not  thereafter  refraining  from  competition;
               provided,  however,  that such termination shall be effected only
               by  written  notice  thereof  delivered  by the  Employer  to the
               Employee  specifying  in detail  the basis for  termination,  and
               shall be effective as of the date which is 30 business days after
               receipt  of  such  notice  by  the  Employee;  provided  further,
               however,  that if (i) such termination is by reason of Employee's
               willful   malfeasance   without   proper  cause  to  perform  the
               Employee's   particular   obligations   which  has  a  materially
               injurious effect on the Employer's business,  or by reason of the
               Employee  knowingly  engaging in competition,  and (ii) within 30
               days following the date of receipt of such notice  Employee shall
               cease such  refusal and shall make best  efforts to perform  such
               obligations,  the  termination  shall not be  effective.  Without
               limitation,   Employee   shall  have  the  right  to  contest  in
               appropriate forums any termination for "good cause."


<PAGE>

                    If employment  is  terminated  for "good cause" (and, if the
               Employee has brought a proceeding to contest such termination for
               "good cause",  the Company has prevailed in such  proceeding  and
               any time to appeal or seek review has  expired),  the  Employee's
               and  Employee's  beneficiary's  interest in the Policy and in any
               death benefits shall cease, and the Company may cancel the Policy
               and receive the full cash  surrender  value from the Carrier.  If
               the Employee  should die after the date of such  termination  for
               cause but before the  cancellation of the Policy and the Employee
               or the  Employee's  representative  shall  not have  successfully
               contested  such  termination  for cause,  then the Employer shall
               receive all death  benefits  and other  value and the  Employee's
               beneficiary shall be entitle to nothing.

     7.   DISABILITY

               If the Employee or Employer terminates  employment as a result of
          "total  disability",  which has had a duration  of at least 12 months,
          the Employee will have the same rights and responsibilities under this
          Agreement  as if there had been an  involuntary  termination,  not for
          "good cause",  under Section 6B above. For purposes of this Agreement,
          the term "total  disability"  shall have the same  meaning as the term
          "total  disability"  as  defined  in the  Employer's  group  long term
          disability  policy in force at the time and in which the Employee is a
          participant.  If the  Employer  sponsors a  non-cancelable  individual
          disability  policy for the Employee as a supplement or replacement for
          the group disability  policy,  then the term "total  disability" shall
          have the same meaning as in the individual policy.

     8.   POLICY LOANS

               After 4 years of employment  with Employer  beginning  January 1,
          1994, the Employee will have a right to borrow from the policy for any
          educational  cost  requirements  of the Employee and/or the Employee's
          immediate family,  provided that the Employee may borrow only from the
          bash value of the policy which exceeds the EMPLOYER'S  INTEREST IN THE
          POLICY.  And further provided that a voluntarily  terminated  Employee
          will not have the right to borrow from the policy.  Any loans from the
          policy will reduce the  Employee's  pre- and  post-retirement  benefit
          level on a dollar for dollar basis.

               Except as provided in this paragraph,  the Employer shall have no
          rights to borrow or withdraw  any amounts from the policy prior to the
          Employee's  Normal  Retirement  Date. At Normal  Retirement  Date, the
          Employer's  right to  borrow  or  withdraw  from the  policy  shall be
          limited to its INTEREST IN THE POLICY.  Provided  that if the Employee
          has voluntarily  terminated,  the Employer shall have the right at any
          time to borrow or  withdraw  from the Policy any excess cash value not
          required under the Carrier's  then current  projections to provide the
          death benefit to which Employee would be entitle under this Agreement.

<PAGE>

     9.   SATISFACTION OF EMPLOYER'S INTEREST DURING EMPLOYEE'S LIFE

               Except in the base of termination  for "good cause," the Employer
          shall  withdraw the  EMPLOYER'S  INTERESET IN THE POLICY (as increased
          under Section 5 if Employee has  voluntarily  terminated but decreased
          by any amounts previously  borrowed or withdrawn by the Employer under
          Section 8 above) from the then policy values on the Employee's  Normal
          Retirement  Date  but  in  no  event  before,  the  Employee's  Normal
          Retirement  Date and, upon receipt  thereof,  shall release and cancel
          the  Collateral  Assignment.   Such  release  and  cancellation  shall
          terminate  this Agreement and all  obligations,  right and interest of
          the  Employer  hereunder.  Upon the  release and  cancellation  of the
          Collateral  Assignment  by the  Employer,  the  Employee  will have no
          further  rights or claim against the Employer in connection  with this
          Agreement  and will rely only on the then  values in the  Policy  post
          retirement even though the then policy values might be insufficient to
          pay the death benefits specified in this Agreement.

     10. PAYOUT OF INSURANCE PROCEEDS

               In the event of the death of the Employee,  while this  Agreement
          is in  force,  the  Carrier  shall  pay  out  policy  proceeds  in the
          following order of sequence:

                1. To the Employer:   The EMPLOYER'S INTEREST IN THE POLICY.

                2. To the Employee:   The amount to which the Employee's
                                      designated beneficiary is entitled under
                                      this Agreement.

                3. To the Employer:   Any remaining balance. No beneficiary or
                                      representative of the Employee shall have
                                      any interest in such balance.

<PAGE>

     11. BENEFICIARY DESIGNATION

               The  Employee  shall  have  the  right  to name  and  change  the
          beneficiary  under the policy to the extent of the amount of the death
          benefit to which the Employee's beneficiary may be entitled under this
          Agreement. The Employee's beneficiary for the amount set forth in this
          agreement shall be the beneficiary named in the most recently executed
          beneficiary  designation form filed with the carrier as of the date of
          employee's  death.  The  Employer  will  cooperate  fully  in order to
          effectuate  any  change  in  the  beneficiary  designation  which  the
          Employee may desire to make,  subject to the rights of the Employer as
          defined in this Agreement. The Employer will be the beneficiary of any
          death  benefits  in excess  of the  amounts  to which  the  Employee's
          beneficiary may be entitled under this Agreement and no beneficiary or
          representative of the Employee shall have any interest in such excess.

     12. AGREEMENT BINDING

               This agreement  shall be binding upon the parties  hereto,  their
          heirs, legal representatives or successors.


     13. AMENDMENT

               This  Agreement  shall not be  modified  or  amended  except by a
          written Agreement signed by the Emp0loyer and the Employee.

     14. STATE LAW

               This  Agreement  shall be subject to and  governed by the laws of
          the State of Connecticut.

     15. NAMED FIDUCIARY AND PLAN ADMINISTRATOR

               Citizens  Utilities  Company  is  hereby  designated  the  "Named
          Fiduciary",  and it shall be responsible for the  management,  control
          and administration of the Split Dollar Plan as established  herein. It
          may  allocate  to  others  certain   aspects  of  the  management  and
          operational  responsibilities of the plan, including the employment of
          advisors and the  delegation  of any  ministerial  duties to qualified
          individuals.

<PAGE>


     16. CLAIMS PROCEDURE

          A. Filing of Benefit Claims

               1.   When an Employee,  beneficiary or his or her duly authorized
                    representative  (hereinafter  referred to as the "Claimant")
                    have a claim which may be covered  under the  provisions  of
                    the Policy, he or she should contact the Named Fiduciary.

               2.   Claim forms and claim  information  can be obtained from the
                    above Named Fiduciary.

               3.   The claim must be in  writing  and  delivered,  along with a
                    certified copy of the death certificate,  to the above Named
                    Fiduciary  either in person or by mail,  postage  paid.  The
                    above Named Fiduciary will forward the claim form, within 14
                    days of its receipt, to the authorized representative of the
                    Carrier.

          B. Initial Disposition of Benefit Claims

               1.   Within  thirty  (30) days  after  receipt  of a claim,  said
                    Carrier  shall  send  to  the  Claimant,  by  mail,  postage
                    prepaid, a notice granting or denying,  in whole or in part,
                    a claim for benefits.

               2.   If a claim for benefits is denied, the Carrier shall provide
                    to the Claimant  written  notice  setting  forth in a manner
                    calculated to be understood by the Claimant.

                    (a)  The specific reasons for denial;

                    (b)  Specific  reference to pertinent  policy  provisions on
                         which the denial is based;

                    (c)  A description of any additional material or information
                         necessary  for the Claimant to perfect the claim and an
                         explanation  of why such  material  or  information  is
                         necessary; and
<PAGE>

                    (d)  Appropriate  information as to the steps to be taken if
                         the  Claimant  wishes  to  submit  his or her claim for
                         review.

               3.   If the claim is payable,  a benefit  check will be issued to
                    the Claimant.

               4.   If a notice of denial is not received  within 30 days of the
                    claim being filed,  the claim shall be deemed denied and the
                    Claimant shall be permitted to proceed to the review stage.

          C. Review Procedure

               1. Within thirty (30) days of:

                    (a)  The  receipt by the  Claimant  of written  notification
                         denying, in whole or in part, his or her claim, or

                    (b)  A deemed denial resulting from the Carrier's failure to
                         provide  the  Claimant  with  written  notice of denial
                         within 30 days of the claim being  filed,  the Claimant
                         upon written  application to the Carrier,  delivered in
                         person  or by  certified  mail,  postage  prepaid,  may
                         request an  opportunity to appeal a denied claim to the
                         Carrier or a person designated by the Carrier.

               2. The Claimant may:

                    (a)  Request a review upon written application to Carrier,

                    (b)  Review pertinent documents; and

                    (c)  Submit issues and comments in writing.

               3.   The decision on review shall be made within thirty (30) days
                    of the Carrier receipt of a request for review.

               4.   The decision on review shall be in writing and shall include
                    specific  reasons  for the  decision,  written  in a  manner
                    calculated  to be  understood  by the  Claimant,  as well as
                    specific  references  to the policy  provision  on which the
                    decision is based.
<PAGE>

               5.   If the  decision on review is not  rendered  within 30 days,
                    then the claim shall be deemed denied on review.

          D. Other Remedies


               1.   After  exhaustion  of the claims  procedures,  nothing shall
                    prevent  any  person  from   pursuing  any  other  legal  or
                    equitable remedy otherwise available.

     17. NOTICES

               All notices or  communications  provided  for herein  shall be in
          writing and shall be delivered to Employer, Employee or the Carrier in
          person or by United  States mail,  via certified  mail return  receipt
          requested, postage prepaid, addressed to Employee as follows:

                         Lyman Russell Mitten
                         10 Banks Drive
                         Wilton, CT  06897 - 3202

                or addressed to Employer as follows:

                         Citizens Utilities Company
                         Three High Ridge Park
                         Stamford, CT 06905
                         Attn: Vice President, Tax

                or addressed to the Carrier as follows:

                         Security Life of Denver
                         1290 Broadway
                         Denver, CO  80203
                         ATTN:  Claims Department

               Until and unless other addresses are specified by written notice.


<PAGE>



     18. ENTIRE AGREEMENT

               This  Agreement  sets forth the entire  agreement  of the parties
          with  respect  to  the  subject  matter  hereof.  Any  and  all  prior
          agreements or  understandings  will respect to such matters are hereby
          superseded.


CORPORATE SEAL

                                           Citizens Utilities Company
Attest:                                    Employer



/s/ Charles J. Weiss                       By: /s/ Daryl A. Ferguson
-------------------------------                --------------------------
    Charles J. Weiss                               Daryl A. Ferguson


Attest:



                                           By: /s/ L. Russell Mitten
-------------------------------                --------------------------
                                                    L. Russell Mitten



Dated:    April 28, 1994
       -------------------------


Filed at the Home Office of the Insurer  this 5th Day of July 1994.  The Insurer
assumes no responsibility for the Validity of this document.


                                  Security of Denver



                                  /s/ Jean C. Gallagher
                                  -----------------------------------------
                                      Jean C. Gallagher, Sr. Vice President



<PAGE>



                           CITIZENS UTILITIES COMPANY

                      SPLIT DOLLAR LIFE INSURANCE AGREEMENT

                                    EXHIBIT A


DEFINITION OF EARNINGS

     "Earnings" means only that annual,  monthly,  bi-weekly,  or weekly pay, as
the  case  may  be,  received  by  the  employee  from  the  employer  excluding
commissions, bonuses, overtime pay or other additional compensation.