**AMENDMENT
      NO. 1 TO THE PETROLEUM FEEDSTOCK AGREEMENT**





THIS
      AMENDMENT NO. 1 is made as of October 24, 2007 (“Amendment”) to the Petroleum
      Feedstock Agreement, dated as of October 31, 1997 (“Agreement”), by and between
      Tesoro Hawaii Corporation fka BHP Petroleum Americas Refining Inc. (“Tesoro”)
      and The Gas Company, LLC fka Citizens Utilities Company dba The Gas Company
      (“TGC”).





RECITALS





Whereas,
      BHP Petroleum Americas Refining Inc. and Citizens Utilities Company nka Citizens
      Communications Company (“Citizens”), entered into the Agreement;
      and





Whereas,
      on or about June 1, 1998, Tesoro Petroleum Corporation purchased the stock
      of
      BHP Petroleum Americas Refining Inc., and thereafter changed the name of BHP
      Petroleum Americas Refining Inc. to Tesoro Hawaii Corporation; and





Whereas,
      on or about August 8, 2003, Citizens sold substantially all of its assets,
      including but not limited to it's rights and obligations under the Agreement,
      used in the The Gas Company division of Citizens, to TGC; and





Whereas,
      on July 27, 2007, Tesoro provided written notice to TGC of the cancellation
      of
      the automatic extension of the Agreement for another ten-year term after October
      31, 2007; and





Whereas,
      Tesoro and TGC now desire to amend the Agreement in order to extend the initial
      term through January 31, 2008, and, unless notified otherwise, to automatically
      continue thereafter for two additional three month periods through July 31,
      2008, in order to have adequate time and opportunity to negotiate new and
      mutually acceptable contract terms for the supply of feedstock for TGC's
      synthetic natural gas plant;





THEREFORE,
      in consideration of the covenants and agreements contained herein, and other
      good and valuable consideration, the parties agree to amend the Agreement as
      set
      forth below:





AMENDMENT





1.
            Section
                1. Term is hereby amended to read as
                follows:





“The
      term
      of this Agreement shall commence on October 31, 1997 (the “Closing Date”) and
      shall terminate on January 31 , 2008
      (the
“Initial Term”). Upon the expiration of the Initial Term, this Agreement shall
      renew automatically for two successive three (3) month periods (“Renewal
      Period”), with the first Renewal Period ending on April 30, 2008, and with the
      second Renewal Period ending on July 31, 2008, unless either party gives written
      notice to the other party of its intent to terminate this Agreement at least
      thirty (30) days prior to the expiration of any Renewal Period. The parties
      shall be subject to all of the terms and conditions during each Renewal Period
      that are set forth in the Agreement.”




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Except
      as
      expressly amended in this Amendment No. 1, the provisions of the Agreement
      shall
      remain in full force and effect, and exactly as written.





This
      Amendment No. 1 may be executed in any number of counterparts, all of which
      taken together shall constitute one and the same instrument.




TESORO
                HAWAII CORPORATION
            
            
            THE
                GAS COMPANY, LLCBy daniel logo
            
            
            By
                thomas logoIts:
                Daniel J. Porter
              Senior Vice President, Supply
              and
                Optimization
            
            
            Name:
                Thomas A. Wellman
              Title:
                Interim President & CEO




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