EXHIBIT 4.2

                            CITIZENS HOLDING COMPANY

                     1999 DIRECTORS' STOCK COMPENSATION PLAN

                                 AMENDMENT NO. 1

     WHEREAS, Citizens Holding Company (the "Corporation") maintains the
Citizens Holding Company 1999 Directors' Stock Compensation Plan, first
effective as of January 1, 1999 (the "Plan"), which provides for the grant or
award of or investment in $.20 par value voting common stock issued by the
Corporation (the "Common Stock");

     WHEREAS, at a meeting of the Board of Directors of the Corporation held on
March 26, 2002, in connection with the three-for-two stock split, the Board
authorized the amendment to the Plan to adjust the number of shares of Common
Stock issuable under the Plan and to modify certain terms and conditions of the
grants and awards outstanding under the Plan;

     NOW, THEREFORE, BE IT RESOLVED, effective as of December 31, 2001, Article
III, Section 3.2 of the Plan shall be amended and restated as follows:

          3.2 Adjustment. In the event of any merger, consolidation or
     reorganization of the Corporation with another entity, there shall be
     substituted for each of the shares of Common Stock then subject to the Plan
     or any Options granted hereunder the number and kind of shares of stock or
     other securities to which the holders of Common Stock are entitled to in
     the transaction.

          In the event of any recapitalization, stock dividend, stock split,
     combination of shares or other change in the number of shares of Common
     Stock then outstanding for which the Corporation does not receive
     consideration, the number of shares of Common Stock then subject to the
     Plan and any Options granted shall be adjusted in proportion to the change
     in outstanding shares of Common Stock. In the event of any such
     substitution or adjustment, the purchase price of any Option and the number
     of shares of Common Stock issuable upon the exercise of any such grant
     shall be adjusted to the extent necessary to prevent the dilution or
     enlargement thereof.

     THIS AMENDMENT was executed in multiple originals, each of which shall be
deemed an original, as of the dates set forth below.

                            CITIZENS HOLDING COMPANY

                            By:   /s/ Robert T. Smith
                                  ---------------------------------------------
                            Its:  Treasurer
                            Date: May 29, 2002