WAIVER AND RELEASE OF THE AMENDED & RESTATED MANAGEMENT STABILITY AGREEMENT

Exhibit 10.6

WAIVER AND RELEASE OF THE AMENDED & RESTATED

MANAGEMENT STABILITY AGREEMENT

Tesoro Corporation (the “Company”) and Xxx X. Xxxxxxxx (collectively, the “Parties”) entered into an Amended & Restated Management Stability Agreement executed on December 31, 2008 and attached hereto as “Attachment A” (the “Agreement”). In consideration for the Company’s agreement to allow Xxxxxxxx to participate in its Executive Severance and CIC Plan, Xxxxxxxx hereby waives and releases any and all rights and benefits he may have had under the Agreement (including, but not limited to any severance payments, benefits, and service credit to him). Accordingly, each Party agrees that the Agreement is hereby terminated, and that each Party waives and releases any rights or obligations it may have had under the Agreement.

This Waiver and Release constitutes the entire agreement between the Parties and cancels and supersedes all other agreements between the Parties which may have related to the subject matter contained in the Agreement, including the Agreement itself.

Employee:	Xxx X. Xxxxxxxx
				Date
Company:	Tesoro Corporation
	By Xxxxxxx X. Xxxx			Date
	Chairman, President & Chief Executive Officer