SECOND AMENDMENT TO
              ELECTRIC LIGHTWAVE, INC. 1997 EQUITY INCENTIVE PLAN



     This SECOND AMENDMENT (this  "Amendment") to the Electric  Lightwave,  Inc.
          1997 Equity  Incentive Plan, as amended,  (the "Plan") is made on this
          20th day of March, 2000 by Electric Lightwave, Inc. (the "Company"), a
          corporation duly organized and existing under the laws of the State of
          Delaware.

     WHEREAS, the Company has  determined  that it is in its best  interests  to
          clarify the Plan as set forth herein.

     NOW, THEREFORE,  upon approval of this Amendment by the Board of Directors,
          the Plan shall be amended as follows:

     1.   The first  sentence of Section 3,  paragraph  (a) of the Plan shall be
          deleted, and replaced by the following two sentences:

          Subject to  adjustment  as  provided  in Section 14 hereof,  6,670,600
          shares of Stock are hereby   reserved for issuance  pursuant to Awards
          under the Plan.  Awards of phantom shares, or share units that, by the
          terms of such Awards,  are payable solely in cash shall not be subject
          to such limit, provided, however, that such Awards shall be subject to
          a separate  limit such that the value of all such Awards granted under
          the Plan shall be  determined  by reference to no more than  6,500,000
          shares of the Company's Class A Common Stock.

     2.   Section 10, paragraph (d) shall be amended by adding the following new
          sentence to the end thereof:

          No  Participant  awarded  phantom shares or share units shall have any
          right as a stockholder  with respect to any shares whose value is used
          to  determine  the  value  of such  phantom  shares  or  share  units;
          provided,  however, that this sentence shall not preclude any Award of
          phantom  shares or share  units  from  providing  dividend  equivalent
          rights  or  payouts  to the  Participant  in the form of shares of the
          Company's   Common  Stock  (and  the   Participant   shall  have  full
          stockholder rights with respect to any such paid out shares).

     IN   WITNESS WHEREOF,  the Company has caused this Amendment to be executed
          on the day and year first above written.

                    ELECTRIC LIGHTWAVE, INC.




                    By:       /s/   Rudy J. Graf
                              ______________________________
                    Name:     Rudy J. Graf
                    Title:    President - Citizens Utilities Company
                              Chief Executive Officer - Electric Lightwave, Inc.