0001223786-08-000002 Sample Contracts

Amendment No. 1 to Rights Agreement of NuStar GP Holdings, LLC
Rights Agreement • March 4th, 2008 • NuStar GP Holdings, LLC • Pipe lines (no natural gas) • Delaware

This Amendment No. 1 (this “Amendment”), to the Rights Agreement (the “Rights Agreement”), dated as of July 19, 2006, between NuStar GP Holdings, LLC (f/k/a Valero GP Holdings, LLC), a Delaware limited liability company (the “Company”), and Computershare Investor Services, LLC (the “Rights Agent”), is entered into effective as of February 28, 2008, by and between the Company and the Rights Agent. Capitalized terms used but not defined herein are used as defined in the Rights Agreement.

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