CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF TESORO PETROLEUM CORPORATION The undersigned, Tesoro Petroleum Corporation, a Delaware corporation (the "Corporation"), for the purpose of amending the Certificate of Incorporation of the Corporation, in accordance with the General Corporation Law of the State of Delaware, does hereby make and execute this Certificate of Amendment of Certificate of Incorporation and does hereby certify that: FIRST: The following resolution proposed by the Board of Directors and adopted by the stockholders of the Corporation set forth the amendment adopted: RESOLVED, that to effect the Common Stock Increase, the Board of Directors hereby approves and authorizes an amendment to the first paragraph of Article IV and subsection (A) of Article IV of the Company's Amended and Restated Certificate of Incorporation (the "Common Stock Amendment") by deleting all of the present first paragraph of Article IV and subsection (A) of Article IV and inserting in lieu thereof the following first paragraph of Article IV and subsection (A) of Article IV: "ARTICLE IV The total number of shares of all classes of stock which the Corporation shall have authority to issue is One Hundred Five Million (105,000,000) shares consisting of One Hundred Million (100,000,000) shares of the par value $.16 2/3 per share; and Five Million (5,000,000) shares with no par value. (A) Designation of Each Class of Shares. (1) The One Hundred Million (100,000,000) authorized shares of a par value of $.16 2/3 shall be designated Common Stock; and (2) The Five Million (5,000,000) authorized shares with no par value shall be designated Preferred Stock." SECOND: Such amendments were duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware, as amended. IN WITNESS WHEREOF, this Certificate of Amendment has been executed on behalf of the Corporation by its Executive Vice President, General Counsel and Secretary on this 3rd day of August 1998. TESORO PETROLEUM CORPORATION By: /s/ James C. Reed, Jr. James C. Reed, Jr. Executive Vice President, General Counsel and Secretary