0001193125-09-249294 Sample Contracts

Amended and Restated PERFORMANCE UNIT AGREEMENT
Performance Unit Agreement • December 8th, 2009 • NuStar Energy L.P. • Pipe lines (no natural gas)

This Amended and Restated Performance Share Agreement (the “Agreement”) is entered into effective , 20 , by and between NuStar GP, LLC, a Delaware limited liability company (the “Company”), and , a participant (the “Participant”) in the Company’s Second Amended and Restated 2000 Long-Term Incentive Plan (as may be amended, the “Plan”), pursuant to and subject to the provisions of the Plan, and the parties hereby agree that this Agreement replaces that certain Performance Share Agreement between the Company and the Participant dated effective , 200 .

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