8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 4, 2013

Tesoro Corporation

(Exact name of registrant as specified in its charter)

Delaware	1-3473	95-0862768
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

19100 Ridgewood Pkwy San Antonio, Texas	78259-1828
(Address of principal executive offices)	(Zip Code)

(210) 626-6000

(Registrant’s telephone number,

including area code)

Not Applicable

(Former name or former address, if

changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Base Salary Increases

On February 4, 2013, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Tesoro Corporation (the “Company”) approved base salary adjustments for the Chief Executive Officer and other named executive officers, effective February 10, 2013, as follows:

Named Executive Officers & Title	New Base Salary
Gregory J. Goff, President and Chief Executive Officer	$1,400,000
G. Scott Spendlove, Senior Vice President and Chief Financial Officer	$500,871
Daniel R. Romasko, Executive Vice President, Operations	$677,600
Charles S. Parrish, Executive Vice President, General Counsel and Secretary	$536,648
David K. Kirshner, Senior Vice President, Commercial	$495,000

2012 Incentive Compensation Payments

On February 4, 2013, the Compensation Committee approved the payments under the 2012 Incentive Compensation Program (the “2012 ICP” or the “2012 Program”) for our Chief Executive Officer other named executive officers, as follows:

Named Executive Officers	2012 Annual Bonus Payment
Gregory J. Goff	$2,654,000
G. Scott Spendlove	$523,572
Daniel R. Romasko	$826,043
Charles S. Parrish	$605,414
David K. Kirshner	$512,820

2013 Incentive Compensation Program

On February 4, 2013, the Compensation Committee approved the terms of the 2013 Incentive Compensation Program (the “2013 ICP” or the “2013 Program”). In addition, the Compensation Committee approved the target payouts for our Chief Executive Officer other named executive officers.  Similar to the 2012 Program, the 2013 Program consists of two equally weighted components: Corporate and Business Unit performance outlined below. The performance results of the Company and the individual business units may be adjusted to take into account unbudgeted business decisions, unusual or non-recurring items, and other factors, as approved by the Compensation Committee, to determine the total amount, if any, available under the 2013 ICP. The Compensation Committee also has discretion to adjust individual awards based on their assessment of an individual executive's performance relative to successful achievement of goals, business plan execution, and other leadership attributes.

Component 1 - Corporate Performance - weighted as 50% of total bonus opportunity measured against target with the range of outcomes between 0% to 200%. Corporate performance metrics include the following:

• Achievement of earnings before interest, taxes, depreciation and amortization (“EBITDA”) measured on a margin neutral basis (this is the most heavily weighted metric, constituting 50% of the bonus opportunity for the corporate performance component)

• Safety - Targeted improvement in recordable incidents

• Process Safety Management - Targeted improvement in the number of process safety incidents

• Environmental - Targeted improvement in the number of environmental incidents

• Cost Management - Measurement of non-capital cash expenditure versus budget (this metric constitutes 35% of the bonus opportunity for the corporate performance component)

2

Component 2 - Business Unit Performance - weighted as 50% of total bonus opportunity measured against target with the range of outcomes between 0% to 200%. Business Unit performance is measured through balanced scorecards with performance metrics including, but not limited to:

• Safety and Environmental

• Cost Management

• Improvements in EBITDA

• Business improvement and value creation initiatives

The business units used for each of the named executive officers other than the Chief Executive Officer and the target payout amounts are as follows:

Named Executive Officers	Business Unit	Total Target Payout Amount*
Gregory J. Goff	N/A	125%
G. Scott Spendlove	Finance and Accounting	70%
Daniel R. Romasko	Operations	90%
Charles S. Parrish	Legal and Government Relations	75%
David K. Kirshner	Commercial	70%

*Percentage to be applied to base salary earnings during the 2013 calendar year.

Form Agreement for 2013 Awards Under the Company's 2011 Long-Term Incentive Plan

On February 4, 2013, the Compensation Committee approved (1) the form of 2013 Grant Letter (the “PS Grant Letter”) pursuant to which Performance Shares were issued under the Company's 2011 Long-Term Incentive Plan (the “Plan”) as well as the related Summary of Key Provisions for Performance Share Awards Granted (the “PS Key Provisions”) and (2) the form of 2013 Grant Letter (the “MSU Grant Letter”) pursuant to which market stock units were issued under the Plan, as well as the Summary of Key Provisions for Market Stock Unit Award Granted (the “MSU Key Provisions”). These documents were used to set forth the terms of 2013 grants of performance shares and market stock units to certain participants under the Plan, including the Company's named executive officers.

The PS Key Provisions contemplate that performance shares of the Company's common stock contingent upon the achievement of certain performance goals will vest at the end of the 36 month performance period which lasts from January 1, 2013 through December 31, 2015. Upon vesting at the end of the performance period, awards will be adjusted based on achievement of the applicable performance conditions.

The MSU Grant Letter and MSU Key Provisions contemplate that market stock units pursuant to which shares of the Company's common stock will be earned at vesting based on stock price performance will vest at the end of the 36 month performance period which lasts from February 4, 2013 through February 4, 2016. Upon vesting at the end of the performance period, the number of shares earned will be adjusted by multiplying the factor of the average closing stock price for the 30 days prior to the vesting date over the average closing stock price for the 30 days prior to the grant date.

The foregoing description is qualified in its entirety by reference to the actual terms of the PS Grant Letter, PS Key Provisions, MSU Grant Letter and MSU Key Provisions, which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 to this Current Report on Form 8-K.

3

Grant of Awards to Named Executive Officers

On February 4, 2013, the Compensation Committee approved the following grants of awards to the Chief Executive Officer and other named executive officers:

Grants of Awards to Named Executive Officers

Named Executive Officers & Title	Number of Performance Shares TSR Metric	Number of Performance Shares ROCE Metric	Number of Market Stock Units
Gregory J. Goff	26,000	33,000	52,000
G. Scott Spendlove	4,000	5,000	7,000
Daniel R. Romasko	5,000	7,000	11,000
Charles S. Parrish	3,500	4,500	7,000
David K. Kirshner	4,000	5,000	8,000

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.
10.1	Tesoro Corporation 2013 Performance Share Award Grant Letter.
10.2	Tesoro Corporation 2013 Market Stock Unit Award Grant Letter.
10.3	Tesoro Corporation Performance Share Awards Granted in 2013 Summary of Key Provisions.
10.4	Tesoro Corporation Market Stock Unit Awards Granted in 2013 Summary of Key Provisions.

4

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 8, 2013

TESORO CORPORATION
By:	/s/ CHARLES S. PARRISH
	Charles S. Parrish
	Executive Vice President, General Counsel and Secretary

5

Index to Exhibits

Exhibit Number	Description
10.1	Tesoro Corporation 2013 Performance Share Award Grant Letter.
10.2	Tesoro Corporation 2013 Market Stock Unit Award Grant Letter.
10.3	Tesoro Corporation Performance Share Awards Granted in 2013 Summary of Key Provisions.
10.4	Tesoro Corporation Market Stock Unit Awards Granted in 2013 Summary of Key Provisions.

6

EX-10.1

EXHIBIT 10.1

Date

Private and Confidential

First Name Last Name

FBA

Address

City, State Zip

Dear First Name:

I am very pleased to inform you that, effective February 4, 2013 (the "Award Date"), the Compensation Committee of the Board of Directors of Tesoro Corporation (the "Company"), pursuant to its authority under the Tesoro Corporation 2011 Long-Term Incentive Plan (the "Plan"), has approved the following long-term incentive awards (the "Awards") to you. The following is a summary of the terms and conditions associated with these Awards. Capitalized terms not defined in this letter will have the definitions provided for such terms in the Plan.

Award No. 1: # Performance Shares of the Company's common stock with a targeted value of $XXXXXX is contingent upon the achievement of relative Total Shareholder Return against a Median Index of our Performance Peer Group and S&P 500 Index. This Award will become eligible for vesting, subject to actual performance and continued employment, at the end of the 36 month performance period (January 1, 2013 through December 31, 2015).

Upon vesting at the end of the performance period, the Award will be adjusted based on the Company's relative Total Shareholder Return against a Median Index of the Performance Peer Group and S&P 500 Index to calculate the number of Shares that will be issued to you. Shares will be withheld by the Company to cover your applicable income and employment tax withholding(s) (at the minimum statutory level) and the net Shares will be credited to your account with Fidelity Stock Plan Services.

If you terminate employment due to Retirement or involuntary termination without Cause, you will be issued a pro-rated payout of Shares based on the number of full months worked (minimum of 12 months required for an involuntary termination without Cause) within the performance period based on the achievement of actual performance.

In addition, if you are terminated pursuant to a severance or separation agreement under any circumstance, the Committee may, at its discretion, further reduce the award payout percentage beyond the pro-rated reduction described above. Shares will be issued as soon as administratively practical, but in any event within calendar year 2016. If you terminate employment due to death or disability, as defined under Section 409A of the Internal Revenue Code of 1986, as amended to date and the Treasury Regulations issued thereunder (“Disability”), you will be issued a pro-rated payout of Shares based on the number of full months worked within the performance period based on the achievement of target performance. Shares will be issued as soon as administratively practical upon termination due to death or Disability. If you terminate employment due to a voluntary termination or termination for Cause prior to the vesting of the Performance Shares Award, your Award will be forfeited. In the event of a Change in Control of the Company, the Performance Shares Awards will be paid out at the greater of the achievement of target performance or the achievement of actual performance through a date determined by the Compensation Committee of the Board of Directors (or in the absence of the Compensation Committee, the Board itself) prior to the Change in Control.

Award No. 2: # Performance Shares of the Company's common stock with a targeted value of $XXXXX is contingent upon the achievement of relative Return on Capital Employed with our Performance Peer Group. This Award will become eligible for vesting, subject to actual performance and continued employment, at the end of the 36 month performance period (January 1, 2013 through December 31, 2015).

Upon vesting at the end of the performance period, the Award will be adjusted based on the Company's relative Return on Capital Employed against the Performance Peer Group to calculate the number of Shares that will be issued to you. Shares will be withheld by the Company to cover your applicable income and employment tax withholding(s) (at the minimum statutory level) and the net Shares will be credited to your account with Fidelity Stock Plan Services.

If you terminate employment due to Retirement or involuntary termination without Cause, you will be issued a pro-rated payout of Shares based on the number of full months worked (minimum of 12 months required for an involuntary termination without Cause) within the performance period based on the achievement of actual performance. In addition, if you are terminated pursuant to a severance or separation agreement under any circumstance, the Committee may, at its discretion, further reduce the award payout percentage beyond the pro-rated reduction described above. Shares will be issued as administratively practical, but in any event within calendar year 2016. If you terminate employment due to death or Disability, you will be issued a pro-rated payout of shares based on the number of full months worked within the performance period based on the achievement of target performance. Shares will be issued as soon as administratively practical upon termination due to death or Disability. If you terminate employment due to a voluntary termination or termination for Cause prior to the vesting of the Performance Shares Award, your Award will be forfeited. In the event of a Change in Control of the Company, the Performance Shares Awards will be paid out at the greater of the achievement of target performance or the achievement of actual performance through a date determined by the Compensation Committee of the Board of Directors (or in the absence of the Compensation Committee, the Board itself) prior to the Change in Control.

These Awards have been granted under and are subject to the terms of the Plan unless specified within this Grant Agreement. {This sentence applies to Senior Executives Only: These Awards are intended to satisfy the requirements for “performance-based compensation” under Section 162(m) of the Internal Revenue Code of 1986, as amended to date.} In addition, further information concerning the terms and conditions of these Awards are included with this letter.

Approximately two to three weeks from receipt of this letter, you will be able to view your Awards on the Fidelity Stock Plan Services website.If this is the first time you are receiving these types of Awards, you will receive a “Welcome Kit” from Fidelity Stock Plan Services with additional information.

We highly value your contribution and commitment to the Company's success and believe that these Awards provide you a financial incentive that aligns your interests with the Company's shareholders.

Sincerely,

Gregory J. Goff

President and Chief Executive Officer

This material has been prepared and distributed by Tesoro Corporationand Tesoro Corporation is solely responsible for its accuracy. Tesoro Corporation is not affiliated with Fidelity Investments (or any Fidelity entity).     

Stock plan recordkeeping and administrative services are offered through Fidelity Stock Plan Services, LLC.

Brokerage products and services are offered through Fidelity Brokerage Services LLC, Member NYSE, SIPC.

EX-10.2

EXHIBIT 10.2

Date

Private and Confidential

First Name Last Name

FBA

Address

City, State Zip

Dear First Name:

I am very pleased to inform you that, effective February 4, 2013 (the "Award Date"), the Compensation Committee of the Board of Directors of Tesoro Corporation (the "Company"), pursuant to its authority under the Tesoro Corporation 2011 Long-Term Incentive Plan (the "Plan"), has approved the following long-term incentive award (the "Award") to you. The following is a summary of the terms and conditions associated with this Award. Capitalized terms not defined in this letter will have the definitions provided for such terms in the Plan.

Award : # Market Stock Units (“MSUs”) with a targeted value of $XXXXX in which the number of Company's common stock earned at vesting is based on the stock price performance. This Award will become eligible for vesting, based on actual stock price performance and continued employment, at the end of the 36 month performance period (February 4, 2013 through February 4, 2016). Upon vesting at the end of the performance period, the number of Shares earned from your Award will be adjusted by the multiplying factor of the average closing stock price for the 30 days prior to the Vesting Date over the average closing stock price for the 30 days prior to the Grant Date. Shares will be withheld by the Company to cover your applicable income and employment tax withholding(s) (at the minimum statutory level) and the net Shares will be credited to your account with Fidelity Stock Plan Services.

If you terminate employment for any reason other than Retirement or a Change in Control prior to the vesting of your MSUs, you will forfeit all MSUs. If you terminate employment due to Retirement, you will be issued a pro-rated payout of shares based on the number of full months worked within the performance period based on the achievement of actual performance. Upon a Change in Control, the number of Shares earned from your Award will be adjusted by the multiplying factor of the average closing stock price for the 30 days prior to the Change in Control over the average closing stock price for the 30 days prior to the Grant Date.

The Award has been granted under and is subject to the terms of the Plan unless specified within this Grant Agreement. {This sentence applies to Senior Executives Only: This Award is intended to satisfy the requirements for “performance-based compensation” under Section 162(m) of the Internal Revenue Code of 1986, as amended to date.} In addition, further information concerning the terms and conditions of this Award are included with this letter.

Approximately two to three weeks from receipt of this letter, you will be able to view your Award on the Fidelity Stock Plan Services website.If this is the first time you are receiving this type of Award, you will receive a “Welcome Kit” from Fidelity Stock Plan Services with additional information.

We highly value your contribution and commitment to the Company's success and believe that this Award provides you a financial incentive that aligns your interests with the Company's shareholders.

Sincerely,

Gregory J. Goff

President and Chief Executive Officer

This material has been prepared and distributed by Tesoro Corporationand Tesoro Corporation is solely responsible for its accuracy. Tesoro Corporation is not affiliated with Fidelity Investments (or any Fidelity entity).     

Stock plan recordkeeping and administrative services are offered through Fidelity Stock Plan Services, LLC.

Brokerage products and services are offered through Fidelity Brokerage Services LLC, Member NYSE, SIPC.

EX-10.3

EXHIBIT 10.3

Performance Share Awards Granted in 2013

Summary of Key Provisions

Purpose	l To advance the interests of the Company by motivating plan participants to contribute to the long-term success and progress of the Company.
Eligibility	l All senior executives and employees in the Company as approved by the Compensation Committee ("Committee") of Tesoro Board of Directors.
Plan	l These awards are granted under the general terms and conditions of the 2011 Long-Term Incentive Plan.
Performance Shares	l A Performance Share Award is a grant of shares where the final payout upon vesting is contingent upon achieving specific performance goals during a specified performance period.
Performance Period	l The performance period for the Performance Share Awards granted in 2013 is 36 months (January 1, 2013 to December 31, 2015).
Vesting	l The Performance Share Awards will vest at the end of the 36 month performance period.
Dividend Equivalents	l Dividend equivalents will be earned on the performance share awards to the extent that the Company pays dividends to the shareholders.
	l The dividend equivalents will be accrued over the performance period and paid in cash at the same time that the performance share award is distributed.
	l The dividend equivalents will be calculated and accrued based on the actual number of performance shares earned based on the actual performance results at the end of the performance period; provided, that for a terminated employee, the dividend equivalents will be pro-rated based upon the adjusted number of performance shares earned by such employee (as described below).
	lIn no event will dividend equivalents be paid with respect to unearned performance shares.
Form and Timing of Payout	l The Performance Share Awards will be settled in common stock of the Company as soon as practical, but in any event within calendar year 2016.

Performance Share Awards Granted in 2013 1

Payout Range

l The payout for the Performance Share Awards can range from 0% to 200% as reflected in the Performance Payout Tables.

Performance Measures

Performance Shares will be granted as two equally weighted awards each having its own performance goal. 1) Performance Share Award # 1 will be measured using relative Total Shareholder Return (TSR) benchmarked against an index of the median TSR of the Performance Peer Group defined below. •For purposes of calculating TSR for the Company and our Performance Peer Group: ŸAn average of the stock prices for the 30 business days preceding the beginning and end of each individual year of the performance period will be used to calculate TSR. Normal dividends will be assumed to be reinvested in stock on the date the dividend is paid to shareholders. Any special dividends will not be included in the calculation. •For each fiscal year, a TSR will be calculated for the Company and for each of the individual peers. At the end of the performance period, an average TSR will be calculated from the individual one-year TSRs. The average of the three discrete one-year TSR calculations for each of the peer group companies will be used to determine a benchmark index by taking the median (50% percentile) of these averages. This benchmark index will be referred to as the Median Index TSR. •The difference between the Company's average TSR and the Median Index TSR will be used to determine the payout percentage as shown in the payout table below. The payout percentage in the payout table below will be applied to the performance shares granted to the employee at time of grant.

Performance Share Awards Granted in 2013 2

Tesoro Performance Relative to the Index (Median Index TSR excluding Tesoro minus Tesoro Average TSR in Percentage Points Difference	Payout % (Payouts between points will be interpolated using a straight-line interpolation rounded to the nearest whole percent.)
<-33.33%	0%
-30%	10%
-20%	40%
-10%	70%
0%	100%
10%	130%
20%	160%
30%	190%
33.33%+	200%
2) Performance Share Award # 2 will be measured using relative Return on Capital Employed (ROCE) against the Performance Peer Group defined below.
• Relative ROCE for the COmpany and our Performance Peer Group is defined as follows:
• ROCE will equal earnings before interest and taxes divided by the average total capital employed.
• Total capital employed equals working capital (excluding current maturities of debt) plus net property, plant and equipment and other long-term assets less other liabilities (excluding debt).
• An average of each of the fiscal year's ROCE during the three-year performance period will be calculated for the Company and our Performance Peer Group.

Performance Share Awards Granted in 2013 3

	•The three-year average ROCE for each of our Performance Peer Group companies will be averaged to obtain the overall three-year average of the Performance Peer Group's ROCE. A payout percentage will be determined by the ratio of the Company's average ROCE to the average of the Performance Peer Group as illustrated in the table below. The payout percentage will be applied to the performance shares granted to the employee at time of grant to determine the number of shares earned.
		Relative ROCE(to average ROCE of peer group excluding Tesoro)	Payout %(determined using straight-line interpolation)
		112.6% - 125%	151% - 200%
		100.1% - 112.5%	100% - 150.9%
		50% - 100%	50% - 99.9%
		Less than 50%	0 - 49.9%
Performance Peer Group	l The Performance Peer Group for the award measured using the TSR performance measure are the following companies: •HollyFrontier, Marathon Petroleum, Phillips 66, Valero and S&P 500 Index In the event two or more peer companies drop out of the performance peer group (i.e. becomes no longer independently publicly traded), the Committee will reconvene to nominate alternative peers. If any peer company drops out during the year, their performance will be included as long as they are in place for at least six months of a year. l The Performance Peer Group for the award measured using the ROCE performance measure are the following companies: • HollyFrontier, Marathon Petroleum, Phillips 66 and Valero    In the event two or more peer companies drop out of the performance peer group (i.e. becomes no longer independently publicly traded), the Committee will reconvene to nominate alternative peers. If any peer company drops out during the year, their performance will be included as long as they are in place for at least six months of a year.

Performance Share Awards Granted in 2013 4

Termination of Employment and Timing of Payout	l Death - The payout of the award will be pro-rated based on the number of full months worked within the performance period divided by 36 and issued assuming target performance. Shares and any dividend equivalents will be issued as soon as administratively practical.
	l Disability - The payout of the award will be pro-rated based on the number of full months worked within the performance period divided by 36 and issued assuming target performance. Shares and any dividend equivalents will be issued as soon as administratively practical following being designated as disabled.
	l Retirement - The payout of the award will be pro-rated based on the number of full months worked within the performance period divided by 36 and adjusted for actual performance results at the end of the performance period. Shares and any dividend equivalents will be issued as soon as practical, but in any event within calendar year 2016.
	l Voluntary Termination or Termination for Cause - Shares will be forfeited.
	l Involuntary Termination - The payout of the award will be pro-rated based on the number of full months worked (minimum of 12 months required) within the performance period divided by 36 and adjusted for actual performance results at the end of the performance period. Shares and any dividend equivalents associated with your shares will be issued as soon as practical, but in any event within calendar year 2016.
	l Separation Under Severance/Separation Agreement - If an employee is terminated pursuant to a severance or separation agreement under any circumstance, the Committee may, at its discretion, further reduce the award payout percentage beyond the pro-rated reduction described above.
Change in Control	l In the event of a Change in Control of the Company, the Performance Share Awards will be paid out at the greater of the target amount or the actual performance through a date determined by the Committee (or in the absence of the Committee, the Board of Directors itself) prior to the Change in Control.

Nothing herein is intended to modify any referenced Plan. The applicable Plan is the legally governing document and is the final authority on the terms of such Plan unless the Compensation Committee of the Board of Directors (or in the absence of the Compensation Committee, the Board itself) specifies otherwise (either in an Award Agreement or otherwise).

Performance Share Awards Granted in 2013 5

EX-10.4

EXHIBIT 10.4

Market Stock Unit Award Granted in 2013

Summary of Key Provisions

Purpose	l To advance the interests of Tesoro (the "Company") by motivating plan participants to contribute to the long-term success and progress of the Company.
Eligibility	l All senior executives and employees in the Company as approved by the Compensation Committee of Tesoro's Board of Directors.
Plan	l These awards are granted under the general terms and conditions of the 2011 Long-Term Incentive Plan.
Market Stock Unit	l A Market Stock Unit Award is a grant of stock units in which the number of shares of the Company's common stock earned at vesting is based on the stock price performance.
Performance Period	l The performance period for the Market Stock Unit Award granted in 2013 is 36 months from the effective date of the grant.
Vesting	l The Market Stock Unit Award will vest at the end of the 36 month performance period.
Form and Timing of Payout	l The Market Stock Unit Award will be settled in common stock of the Company within 2 1/2 months after the end of the performance period.
Calculation of Market Stock Unit Award at Vesting	l The number of shares earned at time of vesting will be calculated as follows:
	Shares Earned at Vesting* = A times (C / B)
		Symbol	Description
		A	# of Targeted Market Stock Units at Grant
		B	Average closing stock price for the 30 trading days prior to the Grant Date
		C	Average closing stock price for the 30 trading days prior to the Vesting Date
	* Shares Earned at Vesting is capped at 200% of number of Targeted Market Stock Units at Grant.

Market Stock Unit Awards Granted in 2013 1

Payout Range	l The payout for the Market Stock Unit Award can range from 50% to 200% based on stock price appreciation. However, there is no payout if the average closing stock price for the 30 trading days prior to the Vesting Date (or Change in Control) has decreased by more than 50% from the average closing stock price for the 30 trading days prior to the Grant Date.
Termination of Employment	l Retirement-The payout of the award will be pro-rated based on the number of full months worked within the performance period divided by 36 and adjusted for actual performance results at the end of the performance period. Shares will be issued within 2 1/2 months after the end of the performance period.
	l All Other Terminations - award will be forfeited.
Change in Control	l In the event of a Change in Control of the Company, the number of shares earned will be calculated as follows:
	Shares Earned at Vesting* = A times (C / B)
		Symbol	Description
		A	# of Targeted Market Stock Units at Grant
		B	Average closing stock price for the 30 trading days prior to the Grant Date
		C	Average closing stock price for the 30 trading days prior to the Change in Control
	* Shares Earned at Vesting is capped at 200% of number of Targeted Market Stock Units at Grant.

Nothing herein is intended to modify any referenced Plan. The applicable Plan is the legally governing document and is the final authority on the terms of such Plan unless the Compensation Committee of the Board of Directors (or in the absence of the Compensation Committee, the Board itself) specifies otherwise (either in an Award Agreement or otherwise).

Market Stock Unit Award Granted in 2013 2