0001193125-08-231098 Sample Contracts

RESTRICTED UNIT AWARD AGREEMENT
Restricted Unit Award Agreement • November 10th, 2008 • NuStar GP Holdings, LLC • Pipe lines (no natural gas) • Texas

This Restricted Unit award agreement (“Agreement”), effective as of the date set forth at the end of this Agreement (“Grant Date”), is between NuStar GP Holdings, LLC (the “Company”) and «First_Name» «Middle_Name» «Last_Name» (“Participant”), a participant in the NuStar GP Holdings, LLC Long-Term Incentive Plan (the “Plan”). All capitalized terms contained in this Award shall have the same definitions as are set forth in the Plan unless otherwise defined herein. The terms of this grant are set forth below.

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Non-Employee Director AWARD AGREEMENT
Non-Employee Director Award Agreement • November 10th, 2008 • NuStar GP Holdings, LLC • Pipe lines (no natural gas) • Texas

This non-employee director award agreement (the “Agreement”), effective as of [insert grant date], is between NuStar GP Holdings, LLC (the “Company”) and [insert name] (“Participant”). All capitalized terms contained in this Agreement shall have the same definitions as are set forth in the NuStar GP Holdings, LLC Long-Term Incentive Plan, as amended (the “Plan”) unless otherwise defined herein. The Plan is incorporated herein by reference for all purposes.

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