1
ITEM 14(a)3, EXHIBIT 10(u)
TESORO PETROLEUM CORPORATION
BOARD OF DIRECTORS DEFERRED COMPENSATION PLAN
WHEREAS, Tesoro Petroleum Corporation seeks to establish the Tesoro
Petroleum Corporation Board of Directors Deferred Compensation Plan effective
April 1, 1995, to provide certain members of the Board of Directors with a
deferred compensation plan whereby a portion of their director's fees may be
deferred by election prior to its being earned by the director;
NOW, THEREFORE, Tesoro Petroleum Corporation adopts the Tesoro
Petroleum Corporation Board of Directors Deferred Compensation Plan as follows:
ARTICLE I
DEFINITIONS
1.1 ACCOUNT. "Account" means a Participant's Account in the Deferred
Compensation Ledger maintained by the Committee which reflects the
benefits a Participant is entitled to under this Plan.
1.2 BENEFICIARY. "Beneficiary" means a person or entity designated by the
Participant under the terms of this Plan to receive any amounts
distributed under the Plan upon the death of the Participant.
1.3 BOARD OF DIRECTORS. "Board of Directors" means the Board of Directors
of Tesoro Petroleum Corporation.
1.4 CHANGE OF CONTROL. For purposes of this Agreement, a "change of
control" shall be deemed to have occurred if (i) there shall be
consummated (A) any consolidation or merger of Corporation in which
Corporation is not the continuing or surviving corporation or pursuant
to which shares of Corporation's Common Stock would be converted into
cash, securities or other property, other than a merger of Corporation
where a majority of the Board of Directors of the surviving
corporation are, and for a two-year period after the merger continue
to be, persons who were directors of Corporation immediately prior to
the merger or were elected as directors, or nominated for election as
director, by a vote of at least two-thirds of the directors then still
in office who were directors of Corporation immediately prior to the
merger, or (B) any sale, lease, exchange or transfer (in one
transaction or a series of related transactions) of all or
substantially all of the assets of Corporation, or (ii) the
shareholders of Corporation shall approve any plan or proposal for the
liquidation or dissolution of Corporation, or (iii) (A) any "person"
(as such term
2
Page 2
is used in Sections 13(d) and 14(d)(2) of the Securities Act), other
than Corporation or a subsidiary thereof or any employee benefit plan
sponsored by Corporation or a subsidiary thereof, shall become the
beneficial owner (within the meaning of Rule 13d-3 under the
Securities Act) of securities of Corporation representing 20 percent
or more of the combined voting power of Corporation's then outstanding
securities ordinarily (and apart from rights accruing in special
circumstances) having the right to vote in the election of directors,
as a result of a tender or exchange offer, open market purchases,
privately negotiated purchases or otherwise, and (B) at any time
during a period of two years thereafter, individuals who immediately
prior to the beginning of such period constituted the Board of
Directors of Corporation shall cease for any reason to constitute at
least a majority thereof, unless the election or the nomination by the
Board of Directors for election by Corporation's shareholders of each
new director during such period was approved by a vote of at least
two-thirds of the directors then still in office who were directors
at the beginning of such period.
1.5 CODE. "Code" means the Internal Revenue Code of 1986, as amended from
time to time.
1.6 COMMITTEE. "Committee" means the persons who are from time to time
serving as President, Secretary and Treasurer of Corporation. These
persons shall constitute the members of the committee administering
this Plan.
1.7 CORPORATION. "Corporation" means Tesoro Petroleum Corporation.
1.8 DEFERRED COMPENSATION LEDGER. "Deferred Compensation Ledger" means
the ledger maintained by the Committee for each Participant which
reflects the amount of compensation deferred by the Participant under
this Plan and the amount of interest credited to his Account.
1.9 DISABILITY. "Disability" means a physical or mental condition which,
in the judgment of the Committee, totally and presumably permanently
prevents the Participant from engaging in any substantial gainful
employment. A determination that Disability exists shall be based
upon competent medical evidence satisfactory to the Committee.
1.10 PARTICIPANT. "Participant" means a member of the Board of Directors
of Corporation who is not otherwise employed by Corporation or a
subsidiary of Corporation.
3
Page 3
1.11 PLAN. "Plan" means the Tesoro Petroleum Corporation Board of
Directors Deferred Compensation Plan set forth in this document, as
amended from time to time.
1.12 PLAN YEAR. "Plan Year" means the nine-month period beginning April 1,
1995, and ending December 31, 1995, and for all future years the
calendar year.
1.13 RETIREMENT. "Retirement" means the retirement of a Participant from
the Board of Directors of Corporation at or after age 65.
1.14 SECURITIES ACT. "Securities Act" means the Securities Exchange Act of
1934, as amended from time to time.
1.15 TRUST. "Trust" means the Tesoro Petroleum Corporation Board of
Directors Deferred Compensation Trust created by separate agreement.
ARTICLE II
ELIGIBILITY
All members of the Board of Directors who are not otherwise employed
by Corporation or a subsidiary of Corporation will be eligible to participate
in this Plan.
4
Page 4
ARTICLE III
DEFERRAL
3.1 DEFERRAL ELECTION. A new Participant may elect not later than 30 days
following election to the Board what, if any, percentage of his
director's fee earned during the ensuing Plan Year is to be deferred
under this Plan. All other Participants may elect prior to the
beginning of any Plan Year what, if any, percentage of his director's
fee earned during the ensuing Plan Year is to be deferred under this
Plan. Once an election has been made as to the percentage to be
deferred it becomes irrevocable for that Plan Year. The election to
participate in the Plan for a given Plan Year will be effective only
upon receipt by the Committee of the Participant's percentage deferral
election on such form and at such time as will be determined by the
Committee from time to time. If the Committee fails to receive a
Participant's election prior to the beginning of a Plan Year, that
Participant will be deemed to have elected to defer his director's
fees for that Plan Year on the same basis as his most recent election.
3.2 DEFERRAL AMOUNT. A Participant who elects to defer a percentage of
his director's fees for the ensuing year may defer a minimum of 20
percent and a maximum of 100 percent, or any percentage amount
between the minimum and the maximum in increments of 10 percent.
ARTICLE IV
ACCOUNT
4.1 ESTABLISHING A PARTICIPANT'S ACCOUNT. The Committee will establish an
Account for each Participant in a special Deferred Compensation Ledger
which will be maintained by Corporation. The Account will reflect the
amount of Corporation's obligation to the Participant at any given
time.
4.2 CREDIT OF THE PARTICIPANT'S DEFERRAL. The Committee will credit the
amount of a Participant's deferral to the Participant's Account in the
Deferred Compensation Ledger as it would have been paid during the
Plan Year but for the deferral which was elected. Each Account shall
be adjusted as of the end of each calendar year quarter (the
"Valuation Date") for amounts deferred during such calendar year
quarter plus interest as set forth in Section 4.3 on the Account
balance as of the beginning of such quarter. In the event of a
5
Page 5
Change of Control, interest will not be credited after the most recent
Valuation Date preceding the Change of Control.
4.3 CREDITING OF INTEREST. Interest will be credited on a Participant's
Account at the rate established by Section 4.4 compounded quarterly.
A full quarter's interest shall be credited for any partial month at
the end of the period for which it is calculated.
4.4 INTEREST RATE. Interest will be applied to each quarter's deferral at
the prime rate published in The Wall Street Journal (Southwest
Edition) on the last business day of such quarter plus two percentage
points. Except as provided above, interest will continue to be
credited until distribution is made in the case of a lump sum or until
distribution has commenced in the case of an installment distribution
when the rate calculated under Section 4.5 becomes applicable.
4.5 PROCEDURE TO CREDIT INTEREST AFTER DISTRIBUTION HAS BEGUN. For
purposes of crediting interest to a Participant's Account once the
Participant has qualified for and is receiving an installment
distribution, the interest rate to be applied to the declining balance
beginning immediately after the first installment is due will be that
rate determined by taking a quarterly average of the rate calculated
under Section 4.4 for the last calendar year prior to the month in
which the first installment becomes due. This rate, once established,
will be used until the distribution is complete, and interest will be
compounded annually.
ARTICLE V
VESTING
All deferrals of directors' fees will be 100 percent vested at all
times. The applicable interest accumulated on those deferrals will be 100
percent vested.
6
Page 6
ARTICLE VI
DISTRIBUTIONS
6.1 DEATH/BENEFICIARY DESIGNATION. Upon the death of a Participant, the
Participant's Beneficiary or Beneficiaries will receive the balance
then credited to the Participant's Account in the Deferred
Compensation Ledger in one lump sum payment of principal and interest.
The payment will be made within 90 days after the Participant's death.
Each Participant, at the time of making his initial deferral election,
must file with the Committee a designation of one or more
Beneficiaries to whom distributions otherwise due the Participant will
be made in the event of his death prior to the complete distribution
of the amount credited to his Account in the Deferred Compensation
Ledger. The designation will be effective upon receipt by the
Committee of a properly executed form which the Committee has approved
for that purpose. The Participant may from time to time revoke or
change any designation of Beneficiary by filing another approved
Beneficiary designation form with the Committee. If there is no valid
designation of Beneficiary on file with the Committee at the time of
the Participant's death, or if all of the Beneficiaries designated in
the last Beneficiary designation have predeceased the Participant or
otherwise ceased to exist, the Beneficiary will be the Participant's
spouse, if the spouse survives the Participant, or otherwise the
Participant's estate. A Beneficiary must survive the Participant by
60 days in order to be considered to be living on the date of the
Participant's death. If any Beneficiary survives the Participant but
dies or otherwise ceases to exist before receiving all amounts due the
Beneficiary from the Participant's Account, the balance of the amount
which would have been paid to that Beneficiary will, unless the
Participant's designation provides otherwise, be distributed to the
individual deceased Beneficiary's estate or to the Participant's
estate in the case of a Beneficiary which is not an individual.
6.2 DISABILITY. Upon the disability of a Participant, the Participant
will receive the entire amount credited to the Participant's Account
in the Deferred Compensation Ledger in 10 equal annual installments of
principal and interest. The first installment will be made on January
1 after the Participant becomes disabled and each succeeding
installment will be made on the same day of each succeeding year
thereafter. The Committee, in its sole discretion, may distribute
such amount over such shorter period as it may determine including a
lump sum.
6.3 RETIREMENT. Upon the Retirement of a Participant, the Participant
will receive the entire amount credited to his Account in the Deferred
Compensation
7
Page 7
Ledger in 10 equal annual installments of principal and interest. The
first installment will be made on January 1 after the Participant's
Retirement and each succeeding installment will be made on the same
day of each succeeding year thereafter. The Committee, in its sole
discretion, may distribute such amount over such shorter period
as it may determine including a lump sum.
6.4 REMOVAL OR RESIGNATION PRIOR TO DEATH, DISABILITY OR RETIREMENT. Upon
a participant's removal or resignation from the Board of Directors
prior to death, Disability or Retirement, the Participant will receive
the amount credited to his Account in the Deferred Compensation Ledger
in 10 equal annual installments of principal and interest. The first
installment will be made on January 1 after the Participant's removal
or resignation from the Board of Directors. The Committee, in its
sole discretion, may distribute such amount over such shorter period
as it may determine including a lump sum.
6.5 HARDSHIP WITHDRAWALS. Any Participant who is in pay status may
request a hardship withdrawal. No hardship withdrawal can exceed the
lesser of the amount credited to the Participant's Account or the
amount reasonably needed to satisfy the emergency need. Whether a
hardship exists and the amount reasonably needed to satisfy the
emergency need will be determined by the Committee based upon the
evidence presented by the Participant and the rules established in
this section. If a hardship withdrawal is approved by the Committee
it will be paid within 10 days of the Committee's determination. For
purposes of this section, hardship shall mean any financial emergency
or extreme hardship affecting the personal or family affairs of the
Participant and having a significant financial effect. The Committee
may find that financial emergency or extreme hardship exists in
situations in which a distribution is necessary for purposes such as,
but not limited to, the following: (i) for the purpose of enabling a
Participant to meet financial requirements of an illness or disability
of the Participant or a member of his family; (ii) for the purpose of
purchasing a principal home or preserving a principal home in which
the Participant lives or will live; (iii) for the purpose of providing
for the education of a Participant's children; and (iv) for the
purpose of defraying major legal expenses and liability assessments or
judgments arising out of legal proceedings involving the Participant
or a member of his family. The decision of the Committee regarding
the existence or nonexistence of a hardship of a Participant shall be
final and binding. The Committee shall have the authority to require
a participant to provide such proof as it deems necessary to establish
the existence and significant nature of the Participant's hardship.
6.6 RESPONSIBILITY FOR DISTRIBUTIONS AND WITHHOLDING OF TAXES. The
Committee will furnish information to Corporation concerning the
amount and form of distribution to any Participant entitled to a
distribution so that Corporation may
8
Page 8
make or cause the Trust to make the distribution required. The
Committee will also calculate the deductions from the amount of the
benefit paid under the Plan for any taxes required to be withheld by
federal, state or local government and will cause them to be
withheld.
6.7 CHANGE OF CONTROL. Notwithstanding the above, in the event of a
Change of Control, all accounts shall be adjusted as provided in
Article IV, and all Participant Accounts shall be distributed as a
lump sum within 30 days after the date of the Change of Control.
ARTICLE VII
ADMINISTRATION
7.1 COMMITTEE APPOINTMENT. The Committee will be comprised of the
President, the Secretary and the Treasurer of Corporation.
7.2 COMMITTEE ORGANIZATION AND VOTING. The Committee will select from
among its members a chairman who will preside at all of its meetings
and will elect a secretary without regard to whether that person is a
member of the Committee. The secretary will keep all records,
documents and data pertaining to the Committee's supervision and
administration of the Plan. A majority of the members of the
Committee will constitute a quorum for the transaction of business and
the vote of a majority of the members present at any meeting will
decide any question brought before the meeting. In addition, the
Committee may decide any question by vote, taken without a meeting, of
a majority of its members. A member of the Committee who is also a
participant will not vote or act on any matter relating solely to
himself.
7.3 POWERS OF THE COMMITTEE. The Committee will have the exclusive
responsibility for the general administration of the Plan according to
the terms and provisions of the Plan and will have all powers
necessary to accomplish those purposes, including but not by way of
limitation the final authority, right and power:
(a) To make rules and regulations for the administration of the
Plan;
(b) To construe all terms, provisions, conditions and limitations
of the Plan;
(c) To correct any defect, supply any omission or reconcile any
inconsistency that may appear in the Plan in the manner and to
the
9
Page 9
extent it deems expedient to carry the Plan into effect
for the greatest benefit of all parties at interest;
(d) To designate the persons eligible to become Participants;
(e) To determine all controversies relating to the administration
of the Plan, including but not limited to:
(1) Differences of opinion arising between Corporation
and a Participant except when the difference of
opinion relates to the entitlement to, the amount of
or the method or timing of payment of a benefit
affected by a Change of Control; and
(2) Any question it deems advisable to determine in order
to promote the uniform administration of the Plan for
the benefit of all parties at interest; and
(f) To delegate those clerical and recordation duties of the
Committee, as it deems necessary or advisable for the proper
and efficient administration of the Plan.
7.4 COMMITTEE DISCRETION. The Committee in exercising any power or
authority granted under this Plan or in making any determination under
this Plan shall perform, or refrain from performing, those acts using
its sole discretion and judgment. Any decision made by the Committee
or any refraining to act or any act taken by the Committee in good
faith shall be final and binding on all parties. The Committee's
decision shall never be subject to de novo review.
7.5 COMMITTEE DISCRETION ON CHANGE OF CONTROL. Notwithstanding the
foregoing, the Committee's decisions, refraining to act or acting is
to be subject to judicial review for those incidents occurring during
the Plan Year in which a Change of Control occurs.
7.6 ANNUAL STATEMENTS. The Committee will cause each Participant to
receive an annual statement as soon as administratively practicable
after the conclusion of each Plan Year containing the amounts deferred
through that Plan Year and the interest applicable to the deferred
amounts.
7.7 REIMBURSEMENT OF EXPENSES. The Committee will serve without
compensation for their services but will be reimbursed by Corporation
for all expenses properly and actually incurred in the performance of
their duties under the Plan.
10
Page 10
ARTICLE VIII
AMENDMENT AND/OR TERMINATION
8.1 AMENDMENT OR TERMINATION OF THE PLAN. The members of the Board of
Directors who are not eligible to participate may amend or terminate
this Plan at any time by an instrument in writing.
8.2 NO RETROACTIVE EFFECT ON ACCOUNT. No amendment will affect the rights
of any participant to the amounts then standing to his credit in his
Account in the Deferred Compensation Ledger, to change the method of
calculating the rate of interest already accrued or to accrue in the
future on amounts deferred by him prior to the date of the amendment
or to change a participant's right under any provision relating to a
Change of Control after a Change of Control has occurred without the
Participant's consent. However, the members of the Board of Directors
who are not eligible to participate shall retain the right at any time
to change in any manner the method of calculating the rate of interest
on all amounts deferred by a Participant after the date of the
amendment if it has been announced to the Participants.
8.3 EFFECT OF TERMINATION. If the Plan is terminated, all amounts
deferred by participants and credited to a participant's Account
remain vested under Article V, and interest will be applied to the
Account in accordance with Section 4.4 as if the Participant were
entitled to and did retire on the date the Plan terminated.
Distribution would commence in accordance with Section 6.3 as soon as
conveniently practicable, and interest during the distribution period
would be calculated and credited in accordance with Section 4.5. In
the event of a Change of Control following Plan termination, all
Accounts shall be distributed as provided in Section 6.7.
11
Page 11
ARTICLE IX
FUNDING
9.1 PAYMENTS UNDER THIS AGREEMENT ARE THE OBLIGATION OF CORPORATION.
Corporation will pay the benefits due the Participants under this
Plan; however should it fail to do so when a benefit is due, the
benefit will be paid by the trustee of the Trust entered into
contemporaneously with this agreement, by and between Corporation and
Frost National Bank. In any event, if the Trust fails to pay for any
reason, Corporation remains liable for the payment of all benefits
provided by this Plan.
9.2 AGREEMENT MAY BE FUNDED THROUGH RABBI TRUST. It is specifically
recognized by both Corporation and the Participants that Corporation
may, but is not required to, contribute any amount it finds desirable
to a so- called "Rabbi Trust," established to accumulate assets
sufficient to fund the obligations of Corporation under this Plan.
However, under all circumstances, the rights of the Participants to
the assets held in the Trust will be no greater than the rights
expressed in this agreement. Nothing contained in any trust agreement
which creates any funding trust or trusts will constitute a guarantee
by Corporation that assets of Corporation transferred to that trust or
those trusts will be sufficient to pay any benefits under this Plan or
would place the participant in a secured position ahead of general
creditors should Corporation become insolvent or bankrupt. Any trust
agreement prepared to fund Corporation's obligations under this
agreement must specifically set out these principles so it is clear in
that trust agreement that the Participants in this Plan are only
unsecured general creditors of Corporation in relation to their
benefits under this Plan.
9.3 REVERSION OF EXCESS ASSETS. Corporation may at any time request the
actuary, who last performed the annual actuarial valuation of the
Corporation Retirement Plan, to determine the present value of the
accrued benefit, as of the month end coincident with or next following
the request, of all Participants and Beneficiaries of deceased
Participants for which Corporation is or will be obligated to make
payments under this Plan. If the fair market value of the assets held
in the Trust, as determined by the trustee as of that same date,
exceeds the total of the accrued benefits of all Participants and
Beneficiaries by 25 percent, Corporation may direct the trustee to
return to it all of the excess funds.
9.4 PARTICIPANTS MUST RELY ONLY ON GENERAL CREDIT OF CORPORATION. It is
also specifically recognized by both Corporation and the participants
that this Plan is only a general corporate commitment and that each
participant must rely
12
Page 12
upon the general credit of Corporation for the fulfillment of its
obligations hereunder. Under all circumstances the rights of
Participants to any asset held by Corporation will be no greater than
the rights expressed in this agreement. Nothing contained in this
agreement will constitute a guarantee by Corporation that the assets
of Corporation will be sufficient to pay any benefits under this Plan
or would place the Participant in a secured position ahead of general
creditors of Corporation. Though Corporation has established and may
fund a Rabbi Trust, as indicated in Section 9.2, to accumulate assets
to fulfill its obligations, the Plan and any such trust will not
create any lien, claim, encumbrance, right, title or other interest of
any kind whatsoever in any participant in any asset held by
Corporation, contributed to any such trust or otherwise designated to
be used for payment of any of its obligations created in this
agreement. No specific assets of Corporation have been or will be set
aside, or will in any way be transferred to any trust or will be
pledged in any way for the performance of Corporation's obligations
under this Plan which would remove such assets from being subject to
the general creditors of Corporation.
ARTICLE X
MEDIATION--ARBITRATION
The Participants and Corporation will attempt in good faith to resolve
any controversy or claim arising out of or relating to this agreement by
mediation in accordance with the Center for Public Resources Model Procedure
for Mediation of Business Disputes.
If the matter has not been resolved pursuant to the aforesaid
mediation procedure within 60 days of the commencement of such procedure (which
period may be extended by mutual agreement), or if either party will not
participate in a mediation, the controversy shall be settled by arbitration in
accordance with the Center for Public Resources Rules for Non-Administered
Arbitration of Business Disputes, by a sole arbitrator. The arbitration shall
be governed by the United States Arbitration Act, 9 U.S.C. Section 1-16, and
judgment upon the award rendered by the Arbitrator(s) may be entered by any
court having jurisdiction thereof. The place of arbitration shall be San
Antonio, Texas. The arbitrator(s) are not empowered to award damages in excess
of actual damages, including punitive damages.
13
Page 13
ARTICLE XI
MISCELLANEOUS
11.1 LIMITATION OF RIGHTS. Nothing in this Plan will be construed:
(a) To give any member of the Board of Directors any right to be
designated a Participant in the Plan;
(b) To give a Participant any right with respect to the fee or
compensation deferred or the interest credited in the Deferred
Compensation Ledger, except in accordance with the terms of
this Plan;
(c) To limit in any way the right of Corporation to remove a
Participant from the Board of Directors at any time;
(d) To evidence any agreement or understanding, expressed or
implied, that Corporation will retain a participant as a
member of the Board of Directors for any particular
remuneration; or
(e) To give a participant or any other person claiming through him
any interest or right under this Plan other than that of any
unsecured general creditor of Corporation.
11.2 DISTRIBUTIONS TO INCOMPETENTS OR MINORS. Should a Participant become
incompetent or should a Participant designate a Beneficiary who is a
minor or incompetent, the Committee is authorized to pay the funds due
to the parent of the minor or to the guardian of the minor or
incompetent or directly to the minor or to apply those funds for the
benefit of the minor or incompetent in any manner the Committee
determines in its sole discretion.
11.3 NONALIENATION OF BENEFITS. No right or benefit provided in this Plan
will be transferable by the Participant except, upon his death, to a
named Beneficiary as provided in this Plan. No right or benefit under
this Plan will be subject to anticipation, alienation, sale,
assignment, pledge, encumbrance or charge, and any attempt to
anticipate, alienate, sell, assign, pledge, encumber, or charge the
same will be void. No right or benefit under this Plan will in any
manner be liable for or subject to any debts, contracts, liabilities
or torts of the person entitled to such benefits. If any Participant
or any Beneficiary becomes bankrupt or attempts to anticipate,
alienate, sell, assign, pledge, encumber or charge any right or
benefit under this Plan, that right or benefit will, in the discretion
of the Committee, cease. In that event, the Committee may have
Corporation hold or apply the right or benefit or any part of it to
the benefit of
14
Page 14
the Participant or Beneficiary, his or her spouse, children or other
dependents or any of them in any manner and in any proportion the
Committee believes to be proper in its sole and absolute
discretion, but is not required to do so.
11.4 RELIANCE UPON INFORMATION. The Committee will not be liable for any
decision or action taken in good faith in connection with the
administration of this Plan. Without limiting the generality of the
foregoing, any decision or action taken by the Committee when it
relies upon information supplied it by any officer of Corporation,
Corporation's legal counsel, Corporation's independent accountants or
other advisors in connection with the administration of this Plan will
be deemed to have been taken in good faith.
11.5 SEVERABILITY. If any term, provision, covenant or condition of the
Plan is held to be invalid, void or otherwise unenforceable, the rest
of the Plan will remain in full force and effect and will in no way be
affected, impaired or invalidated.
11.6 NOTICE. Any notice or filing required or permitted to be given to the
Committee or a Participant will be sufficient if in writing and hand
delivered or sent by U.S. mail to the principal office of Corporation
or to the last known residential mailing address of the Participant.
Notice will be deemed to be given as of the date of hand delivery or
if delivery is by mail, as of the date shown on the postmark.
11.7 GENDER AND NUMBER. Words used in this Plan of one gender are to be
construed as though they were also used in another gender in all cases
where they would so apply and likewise words in the singular or plural
are to be construed as though they also included the other in all
cases where they would so apply.
11.8 GOVERNING LAW. The Plan will be construed, administered and governed
in all respects by the laws of the state of Texas.
11.9 EFFECTIVE DATE. This Plan will be operative and effective on April 1,
1995.
15
Page 15
IN WITNESS WHEREOF, Corporation has executed this document on
this 23rd day of February 1995.
TESORO PETROLEUM CORPORATION
By /s/ WILLIAM T. VAN KLEEF
___________________________________
William T. Van Kleef
Vice President, Treasurer