Summary of TESORO CORP /NEW/

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Compensatory Arrangements of Certain Officers. On April 21, 2009, Tesoro Corporation (the "Company") promoted Charles Parrish to Executive Vice-President, General Counsel and Secretary and agreed to enter into an Employment Agreement (the "Agreement") with Mr. Parrish. The Agreement will be filed as an Amendment to this Current Report on Form 8-K when executed. The Agreement will provide, among other things, the following:
Х Effective April 26, 2009, an increase in base salary from $430,000 to $500,000; and

Х Effective January 1, 2009, an increase in bonus target opportunity under the Company's annual incentive program from 60% to 70% of base salary.

The Agreement will also provide an extension of certain benefits in connection with certain events, including termination of employment following a change of control of the Company and termination of employment under certain other circumstances as provided below.

                               Element of Compensation or Benefits
                                                               Amended and
                                                            Restated Executive
Termination                                                   Security Plan
Event                  Base and Bonus     Equity Awards          ("ESP")          Other Benefits
 Change of Control    Three (3) times    100% vested in     Fully vested in      100% vested in
                      the sum of base    all                the                  all benefits
                      salary and bonus   equity awards      ESP                  accrued but
                      (1)                (2)                                     unpaid under any
                                                                                 non-qualified
                                                                                 pension plan,
                                                                                 supplemental and
                                                                                 /or incentive
                                                                                 compensation
                                                                                 plans.
                                                                                 -Continuation of
                                                                                 all health
                                                                                 benefit plans
                                                                                 for Executive,
                                                                                 spouse and
                                                                                 dependent (4)

Involuntary without   Two (2) times      Continue vesting   Until age 55         Eligible for
Cause or Voluntary    the sum of base    in all stock       immediate vesting    post-retirement
  for Good Reason     salary and bonus   option or          with benefit         benefit plans
                      (1)                restricted stock   provided as if Mr.   (4)
                                         awards over the    Parrish were age
                                         two-year period    55 with 20 years
                                         commencing on      of credited
                                         the date of        service.
                                         termination. (3)

  Termination for     Any accrued but    Forfeits all       -                    -
       Cause          unpaid base        unvested equity

salary as of the awards date of
termination (1)

(1) Amounts payable no earlier than six months following termination date.

(2) Stock options will remain exercisable for the earlier of three years following a change of control or the expiration date of such stock options.

(3) Has until the earlier of two and one-half years after date of termination or the stock option expiration date to exercise such stock options.

(4) Benefit continuation for the earlier of (a) two and one-half years after the date of termination;
(b) Executive's death (provided that benefits payable to Executive's beneficiaries shall not terminate upon Executive's death); or (c) with respect to any particular plan, program or arrangement, the date Executive becomes covered by a comparable benefit by a subsequent employer.