TESORO CORP /NEW/
AMENDMENT NO. 2 TO THE 2006 LONG-TERM INCENTIVE PLAN
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<DESCRIPTION>AMENDMENT NO. 2 TO THE 2006 LONG-TERM INCENTIVE PLAN
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<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Exhibit&nbsp;10</B>
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<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>AMENDMENT NO. 2 TO<BR>
TESORO CORPORATION<BR>
2006 LONG-TERM INCENTIVE PLAN</B>
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>WHEREAS</B>, the Board of Directors (the &#147;<B>Board</B>&#148;) of Tesoro Corporation has previously acted to
adopt the Tesoro Corporation 2006 Long-Term Incentive Plan (the &#147;<B><I>Plan</I></B>&#148;);
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>WHEREAS</B>, the Plan, as adopted, provides that the Compensation Committee of the Board (the
&#147;<B><I>Committee</I></B>&#148;) may, at any time and from time to time, alter, amend or modify the Plan, subject to
the provisions of Section&nbsp;12.1 thereof;
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>WHEREAS</B>, the Committee wishes to amend the Plan to increase (i)&nbsp;the aggregate number of shares
of Stock reserved for issuance pursuant to the Plan to 6,000,000; (ii)&nbsp;the aggregate number of
shares of Stock with respect to which Full Value Awards may be granted to 2,750,000; and (iii)&nbsp;the
aggregate number of shares of Stock with respect to which Options may be granted to 5,250,000;
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>WHEREAS</B>, the Committee wishes to amend the Plan to limit the discretion to accelerate the time
in which an Award may be exercised to certain specified events;
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>WHEREAS</B>, the Committee wishes to amend the Plan to the extent necessary to comply with Section
409A of the Internal Revenue Code of 1986, as amended; and
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>WHEREAS</B>, in all other respects, the provisions of the Plan shall remain as originally adopted
by the Board and approved by the shareholders of Tesoro Corporation at its Annual Meeting of
Shareholders on May&nbsp;3, 2006, as subsequently amended by Amendment No.&nbsp;1 to the Plan;
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>NOW, THEREFORE, BE IT RESOLVED THAT </B>the Committee does hereby amend the Plan as follows, with
this Amendment No.&nbsp;2 to be effective as of the date on which it was approved by the holders of at
least a majority of the outstanding shares of voting stock of Tesoro Corporation:
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Section&nbsp;4.2 of the Plan is hereby amended to read, in its entirety, as follows:
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<B>4.2 Dedicated Shares; Maximum Awards. </B>The aggregate maximum number of shares of Stock reserved for issuance under the Plan is 6,000,000 shares of Stock.
The aggregate number of shares of Stock with respect to which Full Value Awards
may be granted under the Plan is 2,750,000. The aggregate number of shares of
Stock with respect to which Options may be granted under the Plan is 5,250,000.
The maximum number of shares of Stock with respect to which Options may be granted
to an Employee during a Fiscal Year is 562,500. The maximum number of shares of
Stock with respect to which any Full Value
Award may be granted to an Employee during a Fiscal Year may not
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">exceed 187,500. Each of the foregoing numerical limits stated in this Section&nbsp;4.2 shall
be subject to adjustment in accordance with the provisions of Section&nbsp;4.5. The
number of shares of Stock stated in this Section&nbsp;4.2 shall also be increased by
such number of shares of Stock as become subject to substitute Awards granted
pursuant to Article&nbsp;X; provided, however<I>, </I>that such increase shall be conditioned
upon the approval of the stockholders of the Company to the extent stockholder
approval is required by law or applicable stock exchange rules. If shares of
Stock are withheld from payment of an Award to satisfy tax obligations with
respect to the Award, such shares of Stock will count against the aggregate number
of shares of Stock with respect to which Awards may be granted under the Plan. If
Shares are tendered in payment of an Option Price of an Option, such shares of
Stock will not be added to the aggregate number of shares of Stock with respect to
which Awards may be granted under the Plan. To the extent that any outstanding
Award is forfeited or cancelled for any reason, the shares of Stock allocable to
such portion of the Award may again be subject to an Award granted under the
Plan.&#148;
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The final paragraph of Section&nbsp;5.6 of the Plan is hereby amended to read as follows:
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;However, the Committee in its discretion, may change the terms of exercise
so that any Option may be exercised so long as it is valid and outstanding from
time to time in part or as a whole in such manner and subject to such conditions
as the Committee may set. In addition, the Committee, in its discretion, may
accelerate the time in which any outstanding Option may be exercised; provided,
however, that the Committee&#146;s discretion to accelerate the time in which any
outstanding Option may be exercised shall, except as provided in Section&nbsp;4.5
hereof, be limited to a Holder&#146;s death, Disability, Retirement or, in the case of
a Holder who is not an officer of the Company subject to the reporting
requirements of Section&nbsp;16 of the Exchange Act, involuntary termination of
employment as the result of a reduction in force program approved by the Board.
However, in no event shall any Option be exercisable on or after the tenth
anniversary of the date of the grant of the Option.&#148;
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Section&nbsp;6.3 of the Plan is hereby amended to read, in its entirety, as follows:
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<B>6.3 Award Vesting. </B>Unless otherwise provided by the Committee, Restricted
Stock Awards shall vest ratably over a minimum of three years. The Committee
shall have the discretion to accelerate the vesting of a Restricted Stock Award
only in the event of a Holder&#146;s death, Disability, Retirement or, in the case of a
Holder who is not an officer of the Company subject to the reporting requirements
of Section&nbsp;16 of the
Exchange Act, involuntary termination of employment as the result of a
reduction in force program approved by the Board.&#148;
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;Section&nbsp;7.3 of the Plan is hereby amended to read, in its entirety, as follows:
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<B>7.3 Award Vesting. </B>Unless otherwise provided by the Committee, Deferred
Stock Unit Awards shall vest ratably over a minimum of three years. The Committee
shall have the discretion to accelerate the vesting of a Deferred Stock Unit Award
only in the event of a Holder&#146;s death, Disability, Retirement or, in the case of a
Holder who is not an officer of the Company subject to the reporting requirements
of Section&nbsp;16 of the Exchange Act, involuntary termination of employment as the
result of a reduction in force program approved by the Board.&#148;
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;Section&nbsp;8.3 of the Plan is hereby amended to read, in its entirety, as follows:
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<B>8.3 Award Vesting. </B>Unless otherwise provided by the Committee, Performance
Stock Awards and Performance Unit Awards shall vest ratably over a minimum of
three years. The Committee shall have the discretion to accelerate the vesting of
a Performance Stock Award or a Performance Unit Award only in the event of a
Holder&#146;s death, Disability, Retirement or, in the case of a Holder who is not an
officer of the Company subject to the reporting requirements of Section&nbsp;16 of the
Exchange Act, involuntary termination of employment as the result of a reduction
in force program approved by the Board.&#148;
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN WITNESS WHEREOF, and as conclusive evidence of the adoption of the foregoing instrument
comprising Amendment No.&nbsp;2 to Tesoro Corporation 2006 Long-Term Incentive Plan, the Compensation
Committee of the Board of Directors of Tesoro Corporation has caused these presents to be duly
executed in its name and behalf by its Chairman, thereunto duly authorized this 5<SUP style="font-size: 85%; vertical-align: text-top">th</SUP> day
of June, 2008.
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    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">COMPENSATION COMMITTEE OF<BR>
BOARD OF DIRECTORS OF<BR>
TESORO CORPORATION<BR>
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    <TD>&nbsp;</TD>
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    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
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    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">William J. Johnson, Chairman&nbsp;</TD>
    <TD>&nbsp;</TD>
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