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

On July 30, 2009, the Board of Directors (the "Board") of NuStar GP Holdings, LLC, upon the recommendation of the Compensation Committee of the Board (the "Committee"), increased the Chairman of the Board's (the "Chairman") additional annual retainer fee to $50,000 and increased the Chairman's additional annual grant of restricted units of NuStar GP Holdings, LLC to $25,000. The Chairman, like the other members of the Board, will be paid $1,250 per meeting and $500 per telephonic meeting. No other changes were made to the compensation arrangements described in NuStar GP Holdings, LLC's proxy statement filed on March 19, 2009. The changes were made retroactively effective to July 1, 2009. The Chairman's additional annual retainer is paid annually in August and the restricted units are granted three business days after NuStar GP Holdings, LLC's third quarter earnings release.

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