0001193125-08-255965 Sample Contracts

RETENTION BONUS AGREEMENT
Retention Bonus Agreement • December 18th, 2008 • NuStar Energy L.P. • Pipe lines (no natural gas)

To encourage Employee to remain employed by NuStar and diligently perform her responsibilities for two (2) years following the execution of this Agreement, NuStar will, contemporaneous with the signing of this Agreement, pay Employee a lump sum bonus of Five Hundred Thousand Dollars ($500,000), net of applicable taxes and other necessary withholding.

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Private & Confidential Mary F. Morgan c/o NuStar Energy L.P. San Antonio, Texas 78248 December 17, 2008 Dear Ms. Morgan:
Letter Agreement • December 18th, 2008 • NuStar Energy L.P. • Pipe lines (no natural gas) • Texas

This letter agreement (the “Agreement”), effective December 17, 2008 (the “Effective Date”), confirms your assignment on the terms set out below (“Assignment”) and will be in effect for the duration of the Assignment. This is a contract of employment that governs the terms and conditions of the expatriate component of your Assignment and is binding on you and NuStar GP, LLC, a Delaware limited liability company with a principal place of business in San Antonio, Texas (“Employer”). Please review this Agreement carefully before signing.

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