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ITEM 14(a)3, EXHIBIT 10(f)
SEVENTH AMENDMENT TO
TESORO PETROLEUM CORPORATION
AMENDED EXECUTIVE SECURITY PLAN
W I T N E S S E T H:
WHEREAS, the Company adopted and established, effective December 1,
1984, the "Tesoro Petroleum Corporation Amended Executive Security Plan,"
hereinafter the "Plan," for the benefit of its eligible employees; and
WHEREAS, the Plan provides that it may be amended at any time by the
Board of Directors of the Company; and
WHEREAS, the Board of Directors of the Company has adopted on December
8, 1994, certain resolutions directing that such Plan be amended;
NOW, THEREFORE, the Plan is hereby amended in accordance with such
resolutions as set forth below, effective as of the dates specified below, as
follows:
Effective December 8, 1994, Appendix A to the Plan is hereby amended
by adding the following:
BOARD OF DIRECTORS MEETING
December 8, 1994
RESOLVED, that the definition of "Basic Compensation" under
Section 1.2 of the Amended Executive Security Plan ("Amended
Plan") and the definition of "Compensation" under Section
2.09 of the Funded Executive Security Plan ("Funded Plan")
shall include performance bonuses and incentive
compensation paid after December 1, 1993, in the form of
stock awards of the Company's Common Stock valued based on
the closing price of the Company's Common Stock on the New
York Stock Exchange Composite Tape on the date of grant;
and
FURTHER RESOLVED, that in accordance with Section 6.7 of the Company's
Amended Plan the foregoing resolution shall be added to
Appendix A to the Amended Plan and in accordance with
Section 10.10 of the Company's Funded Plan the foregoing
resolution shall be added to Appendix B to the Funded Plan;
and
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FURTHER RESOLVED, that the President or any Vice President of the
Company is hereby authorized to take all such actions as may
be necessary or appropriate to effectuate the foregoing
resolution.
IN WITNESS WHEREOF, and as conclusive evidence of the adoption of the
foregoing, Tesoro Petroleum Corporation, as directed by the Board of Directors,
has caused its corporate seal to be affixed hereto and these presents to be
fully executed in its name and behalf by its proper officers thereunto
authorized this 9th day of December 1994.
ATTEST: TESORO PETROLEUM CORPORATION
/s/ JAMES C. REED, JR. By: /s/ WILLIAM T. VAN KLEEF
- ---------------------------------------- ----------------------------------
James C. Reed, Jr. William T. Van Kleef
Senior Vice President, General Counsel Vice President, Treasurer
and Secretary
[seal]
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EIGHTH AMENDMENT TO
TESORO PETROLEUM CORPORATION
FUNDED EXECUTIVE SECURITY PLAN
W I T N E S S E T H :
WHEREAS, the Company adopted and established, effective December 1,
1984, the "Tesoro Petroleum Corporation Funded Executive Security Plan,"
hereinafter called the "Plan," for the benefit of its eligible employees; and
WHEREAS, the Plan provides that it may be amended at any time by the
Board of Directors of the Company; and
WHEREAS, the Board of Directors of the Company has adopted, on
December 8, 1994, certain resolutions directing that such Plan be amended;
NOW, THEREFORE, the Plan is hereby amended in accordance with such
resolutions as set forth below, effective as of the date specified below, as
follows:
Effective December 8, 1994, Appendix B to the Plan is hereby amended
by adding the following:
BOARD OF DIRECTORS MEETING
December 8, 1994
RESOLVED, that the definition of "Basic Compensation" under
Section 1.2 of the Amended Executive Security Plan ("Amended
Plan") and the definition of "Compensation" under Section
2.09 of the Funded Executive Security Plan ("Funded Plan")
shall include performance bonuses and incentive compensation
paid after December 1, 1993, in the form of stock awards of
the Company's Common Stock valued based on the closing
price of the Company's Common Stock on the New York Stock
Exchange Composite Tape on the date of grant; and
FURTHER RESOLVED, that in accordance with Section 6.7 of the
Company's Amended Plan the foregoing resolution shall be
added to Appendix A to the Amended Plan and in accordance
with Section 10.10 of the Company's Funded
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Plan the foregoing resolution shall be added to Appendix B
to the Funded Plan; and
FURTHER RESOLVED, that the President or any Vice President of the
Company is hereby authorized to take all such actions as may
be necessary or appropriate to effectuate the foregoing
resolution.
IN WITNESS WHEREOF, and as conclusive evidence of the adoption of the
foregoing, Tesoro Petroleum Corporation, as directed by the Board of Directors,
has caused its corporate seal to be affixed hereto and these presents to be
fully executed in its name and behalf by its proper officers thereunto
authorized this 9th day of December 1994.
ATTEST: TESORO PETROLEUM CORPORATION
/s/ JAMES C. REED, JR. By: /s/ WILLIAM T. VAN KLEEF
- --------------------------------------- ---------------------------------
James C. Reed, Jr. William T. Van Kleef
Senior Vice President, General Counsel Vice President, Treasurer
and Secretary
[seal]
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