Nustar GP, LLC Excess Pension Plan

Exhibit 10.15

NUSTAR EXCESS PENSION PLAN

As Amended and Restated Effective as of January 1, 2008

NUSTAR

EXCESS PENSION PLAN

Table of Contents Page SECTION 1. DEFINITIONS 3 SECTION 2. PARTICIPATION - a7415(b) BENEFIT PLAN COMPONENT 5 SECTION 3. PARTICIPATION - a7401(a)(17) BENEFIT PLAN COMPONENT 6 SECTION 4. VESTING; AMOUNT OF BENEFIT 7 SECTION 5. PROVISIONS REGARDING PAYMENT OF BENEFITS 8 SECTION 6. DEATH BENEFIT 9 SECTION 7. CHANGE IN CONTROL 9 SECTION 8. ADMINISTRATION 10 SECTION 9. AMENDMENT AND TERMINATION 10 SECTION 10. MISCELLANEOUS 11

NUSTAR EXCESS PENSION PLAN The NuStar Excess Pension Plan, formerly known as the Valero GP, LLC Excess Pension Plan (hereinafter referred to as the " Excess Pension Plan" or the " Plan" ), was established effective as of July 1, 2006 (" Effective Date" ), and is hereby amended and restated effective as of January 1, 2008. The primary purpose of the Plan is to provide benefits to those employees of NuStar GP, LLC (the " Company" ) and its participating affiliates whose benefits under the NuStar Pension Plan (the " Pension Plan" ) and the Valero Energy Corporation Pension Plan (" VEC Pension Plan" ) are subject to limitations under the Internal Revenue Code of 1986, as amended (the " Code" ), or are otherwise indirectly constrained by the Code from realizing the maximum benefit available to them under the terms of the Pension Plan and the VEC Pension Plan.

The Excess Pension Plan is an " excess benefit plan" as defined under a73(36) of The Employee Retirement Income Security Act of 1974, as amended (" ERISA" ), for those benefits provided in excess of Section 415 of the Code. Benefits provided as a result of other statutory limitations are limited to a select group of management or other highly compensated employees. The Excess Pension Plan is not intended to constitute either a qualified plan under the provisions of Section 401 of the Code or a funded plan subject to the Employee Retirement Income Security Act of 1974, as amended (" ERISA" ).

The Plan was established in connection with a spin-off from the Valero Energy Corporation Excess Pension Plan (" VEC Excess Pension Plan" ) of the benefit liabilities accrued under the VEC Excess Pension Plan as of the Effective Date with respect to eligible Employees of the Company. In this connection, it is the intent of the Company that this Plan not constitute a new nonqualified deferred compensation plan, but rather merely the assumption and continuation


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of the VEC Excess Pension Plan, effective as of July 1, 2006, with respect to Eligible Former VEC Employees who accrued a benefit under the VEC Excess Pension Plan, and to provide benefits described therein to other Employees who became Participants hereunder after such spin-off.

The Company established the Pension Plan, effective as of July 1, 2006, to provide defined benefit pension benefits to eligible Employees of the Company, with respect to future service. Effective as of July 1, 2006, Employees of the Company ceased accruing additional benefits under the VEC Pension Plan and the VEC Excess Pension Plan. It is the intent of the Company that this Plan shall assume the liabilities of the VEC Excess Pension Plan with respect to all Eligible Former VEC Employees, and shall provide a single, nonqualified excess defined benefit for such Employees for their pre-July 1, 2006 benefit accruals under the VEC Excess Pension Plan and their post-July 1, 2006 benefit accruals under this Plan and that this Plan and the Company shall be solely liable for all benefits due such Eligible Former VEC Employees under this Plan and the VEC Excess Pension Plan.


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SECTION 1. DEFINITIONS.

All defined terms used in the Pension Plan and the VEC Pension Plan, as the case may be, shall have the same meanings for purposes of this Plan except as otherwise provided below. 1.1" Basic Plan Benefit" shall mean the sum of the monthly benefits payable from the Pension Plan and the VEC Pension Plan which: 1.1.1 In the case of an unmarried Participant, is based upon the lifetime annuities payable to such Participant pursuant to the relevant provisions of the Pension Plan and of the VEC Pension Plan; or,

1.1.2 In the case of a married Participant, is based upon the joint and survivor pensions of Equivalent Actuarial Value to the pensions otherwise payable to such Participant for life pursuant to the relevant provisions of the Pension Plan and of the VEC Pension Plan after reduction to reflect the number of months (if any) during which a pre-retirement spouse' s benefit election has been in effect.

1.2" Change in Control" shall mean the occurrence of one or more of the following events: 1.2.1 Any one person or more than one person acting as a group (a " Group" ) shall acquire (whether in one or more transactions) ownership of interests in the Company that, together with interests held by such person or Group, constitutes more than 50% of the total fair market value or total voting power of all interests, of the Company; or 1.2.2 any one person or Group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or Group) ownership interests in the Company representing 30% or more of the total voting power of all such interests in the Company; or

1.2.3 a majority of the members of the governing body of the Company is replaced during any 12-month period by members whose appointment or election is not endorsed by a majority of the members of the governing body of the Company prior to the date of appointment or election; or

1.2.4 any one person or Group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or Group) assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. The provisions of this Plan relating to a Change in Control shall be interpreted and administered in a manner consistent with Code section 409A and the regulations and additional guidance thereunder.


3 1.3" Code" shall mean the Internal Revenue Code of 1986, as amended.

1.4" Committee" shall mean the Benefit Plans Administrative Committee designated by the Board of Directors of the Company. 1.5" Company" shall mean NuStar GP, LLC or any successor by merger, purchase or otherwise. 1.6" Considered Compensation" shall mean " Considered Compensation" as such term is defined in the Pension Plan or the VEC Pension Plan, as the case may be, but determined without regard to the Compensation Limit.

1.7" Compensation Limit" shall mean the maximum annual compensation allowed to be taken into account by the Pension Plan for any Plan Year pursuant to the provisions of a7401(a)(17) of the Code or any successor provision thereto.

1.8" Credited Service" shall mean the sum of the Credited Service earned by a Participant under the Pension Plan and the VEC Pension Plan, except that Credited Service shall not include any period for which a Participant has received a payment, or is receiving payments, under this Plan, the SERP, the VEC Excess Pension Plan or the VEC SERP. 1.9" Eligible Former VEC Employees" shall mean an individual who: (a) became an Employee hereunder on or before December 31, 2008; (b) becomes a Participant hereunder; (c) was employed by VEC, or an affiliate of VEC, at any time from and after July 1, 2005; and (d) participated in the VEC Pension Plan. 1.10" Employee" shall mean any individual who is characterized in the internal payroll records of the Company as an employee. 1.11" Equivalent Actuarial Value" shall mean equality in value of the aggregate amounts expected to be received under different forms of payment based on the same mortality and interest rate assumptions. For this purpose, the mortality and interest rate assumptions used in computing benefits under the Pension Plan will be used.

1.12" Excess Pension Plan" or " Plan" shall mean the NuStar Excess Pension Plan, as set forth herein, and as amended from time to time. 1.13" Final Average Salary" shall have the meaning given to such term in the Pension Plan and the VEC Pension Plan, respectively, but determined without regard to the Compensation Limit, and including any amounts that would otherwise be excluded from such calculation because of being contributed to a Plan of Deferred Compensation. 1.14" Participant" means an Employee who is a participant in this Excess Pension Plan. 1.15" Pension Plan" shall mean the NuStar Pension Plan, as amended from time to time. 1.16" Plan of Deferred Compensation" shall mean any non-qualified deferred compensation plan or arrangement, any Code section 125 cafeteria plan, or any Code section 401(k) cash or deferred arrangement maintained by the Company.


4 1.17" SERP" shall mean the NuStar Supplemental Executive Retirement Plan, as amended from time to time, and any successor plan. 1.18" Separation from Service" shall mean a separation from service as defined in Code section 409A and the regulations and rulings issued thereunder.

1.19" Surviving Spouse" shall mean the spouse of a Participant who is eligible to receive a surviving spouse benefit under the Pension Plan or the VEC Pension Plan, as the case may be.

1.20" Trust" shall mean the trust, if any, established by the Company to fund its obligations hereunder. 1.21" VEC" or " Valero" shall mean Valero Energy Corporation, and ...