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, 2008

Tesoro Corporation

(Exact name of registrant as specified in its charter)

Delaware	1-3473	95-0862768
(State or other jurisdiction	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)
300 Concord Plaza Drive		78216-6999
San Antonio, Texas		(Zip Code)
(Address of principal executive offices)

(210) 828-8484
(Registrant’s telephone number,
including area code)

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. below):

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 3.03 Material Modifications to Rights of Security Holders

The information contained in Item 5.03 is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On February 4, 2008, Tesoro Corporation (the “Company”) filed a Certificate of Elimination (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware to eliminate all references in the Company’s Restated Certificate of Incorporation to its 8% Convertible Preferred Stock, $2.16 Cumulative Convertible Preferred Stock, $2.20 Cumulative Convertible Preferred Stock, Series A Participating Preferred Stock, and 7.25% Mandatorily Convertible Preferred Stock (collectively, the “Designated Preferred Stock”), none of which series of Designated Preferred Stock are outstanding. A copy of the Certificate of Elimination is attached hereto as Exhibit 3.1 and incorporated herein by reference.

On February 4, 2008, the Company subsequently filed a Certificate of Designations (the “Certificate of Designations”) of Series B Junior Participating Preferred Stock (the “Series B Preferred Stock”) with the Secretary of State of the State of Delaware, designating 1,250,000 shares of Series B Preferred Stock. The creation of the Series B Preferred Stock was authorized by the Company’s board of directors on November 20, 2006 in connection with the adoption of the Company’s stockholder rights plan, which is described in the Company’s Current Report on Form 8-K filed November 21, 2006. A copy of the Certificate of Designations is attached hereto as Exhibit 3.2 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

3.1	Certificate of Elimination of 8% Convertible Preferred Stock, $2.16 Cumulative Convertible Preferred Stock, $2.20 Cumulative Convertible Preferred Stock, Series A Participating Preferred Stock, and 7.25% Mandatorily Convertible Preferred Stock.
3.2	Certificate of Designations of Series B Junior Participating Preferred Stock.

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 6, 2008

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

Index to Exhibits

Item
Number	Exhibit
3.1	Certificate of Elimination of 8% Convertible Preferred Stock, $2.16 Cumulative Convertible Preferred Stock, $2.20 Cumulative Convertible Preferred Stock, Series A Participating Preferred Stock, and 7.25% Mandatorily Convertible Preferred Stock.
3.2	Certificate of Designations of Series B Junior Participating Preferred Stock.

EX-3.1

Exhibit 3.1

CERTIFICATE OF ELIMINATION
OF
8% CONVERTIBLE PREFERRED STOCK,
$2.16 CUMULATIVE CONVERTIBLE PREFERRED STOCK,
$2.20 CUMULATIVE CONVERTIBLE PREFERRED STOCK,
SERIES A PARTICIPATING PREFERRED STOCK,
AND
7.25% MANDATORILY CONVERTIBLE PREFERRED STOCK
OF
TESORO CORPORATION

Pursuant to Section 151(g)
of the General Corporation Law
of the State of Delaware

          Tesoro Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Company”), in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows:

     1. That the Board of Directors of the Company (the “Board”), pursuant to Section 151 of the DGCL and the authority granted in the Company’s Restated Certificate of Incorporation (the “Certificate of Incorporation”), by resolution duly adopted, authorized the issuance of a series of 27,350 shares of 8% Convertible Preferred Stock, without par value (the “8% Convertible Preferred Stock”), and established the powers, designations, preferences and relative, participating and other rights, and the qualifications, limitations or restrictions thereof, and authorized the filing of a certificate of designations (the “8% Certificate of Designations) with respect to such 8% Convertible Preferred Stock, which 8% Certificate of Designations was filed by the Company in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on February 25, 1971.

     2. That, pursuant to Section 151 of the DGCL and the authority granted in the Certificate of Incorporation, the Board, by resolution duly adopted, authorized an increase in the number of outstanding shares of 8% Convertible Preferred Stock to 40,000 shares, and authorized the filing of a Certificate of Increase with respect to such increase, which Certificate of Increase was filed on May 4, 1971 in the office of the Secretary of State.

     3. That, pursuant to Section 151 of the DGCL and the authority granted in the Certificate of Incorporation, the Board, by resolution duly adopted, authorized the issuance of a series of 4,400,000 shares of $2.16 Cumulative Convertible Preferred Stock, without par value (the “$2.16 Convertible Preferred Stock”), and established the powers, designations, preferences and relative, participating and other rights, and the qualifications, limitations or restrictions thereof, and authorized the filing of a certificate of designations (the “$2.16 Certificate of Designations”) with respect to such $2.16 Convertible Preferred Stock, which

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$2.16 Certificate of Designations was filed on December 17, 1975 in the office of the Secretary of State.

     4. That, pursuant to Section 151 of the DGCL and the authority granted in the Certificate of Incorporation, the Board, by resolution duly adopted, authorized an increase in the number of outstanding shares of $2.16 Convertible Preferred Stock to 4,600,000 shares, and authorized the filing of a Certificate of Increase with respect to such increase, which Certificate of Increase was filed on February 25, 1977 in the office of the Secretary of State.

     5. That, pursuant to Section 151 of the DGCL and the authority granted in the Certificate of Incorporation, the Board, by resolution duly adopted, authorized a reduction in the number of outstanding shares of $2.16 Convertible Preferred Stock to 1,600,000 shares, and authorized the filing of a Certificate of Decrease with respect to such reduction, which Certificate of Decrease was filed on January 28, 1983 in the office of the Secretary of State.

     6. That, pursuant to Section 151 of the DGCL and the authority granted in the Certificate of Incorporation, the Board, by resolution duly adopted, authorized the issuance of a series of 2,875,000 shares of $2.20 Cumulative Convertible Preferred Stock, without par value (the “$2.20 Convertible Preferred Stock”), and established the powers, designations, preferences and relative, participating and other rights, and the qualifications, limitations or restrictions thereof, and authorized the filing of a certificate of designations (the “$2.20 Certificate of Designations”) with respect to such $2.20 Convertible Preferred Stock, which $2.20 Certificate of Designations was filed on January 28, 1983 in the office of the Secretary of State.

     7. That, pursuant to Section 151 of the DGCL and the authority granted in the Certificate of Incorporation, the Board, by resolution duly adopted, authorized the issuance of a series of 250,000 shares of Series A Participating Preferred Stock, without par value (the “Series A Preferred Stock”), and established the powers, designations, preferences and relative, participating and other rights, and the qualifications, limitations or restrictions thereof, and authorized the filing of a certificate of designations (the “Series A Certificate of Designations”) with respect to such Series A Preferred stock, which Series A Certificate of Designations was filed on December 16, 1985 in the office of the Secretary of State.

     8. That, pursuant to Section 151 of the DGCL and the authority granted in the Restated Certificate of Incorporation, the Board, by resolution duly adopted, authorized the issuance of a series of 103,500 shares of 7.25% Mandatorily Convertible Preferred Stock, without par value (the “7.25% Convertible Preferred Stock,” and, together with the 8% Convertible Preferred Stock, the $2.16 Convertible Preferred Stock, the $2.20 Convertible Preferred Stock and the Series A Preferred Stock, the “Designated Preferred Stock”), and established the powers, designations, preferences and relative, participating and other rights, and the qualifications, limitations or restrictions thereof, and authorized the filing of a certificate of designations (the “7.25% Certificate of Designations,” and, together with the 8% Certificate of Designations, the $2.16 Certificate of Designations, the $2.20 Certificate of

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Designations and the Series A Certificate of Designations, the “Certificates of Designations”) with respect to such 7.25% Convertible Preferred Stock, which 7.25% Certificate of Designations was filed on June 29, 1998 in the office of the Secretary of State.

     9. That all of the issued and outstanding shares of Designated Preferred Stock have been redeemed, converted, or otherwise cancelled, and, therefore, no shares of Designated Preferred Stock are outstanding as of the date hereof.

     10. That the Board has adopted the following resolutions:

     NOW, THEREFORE, BE IT RESOLVED, that the Board hereby determines that no shares of any of the series of Designated Preferred Stock are outstanding, and that no additional shares of such series of Designated Preferred Stock shall be issued pursuant to the Certificates of Designations applicable thereto; and

     FURTHER RESOLVED, that all matters set forth in the Certificates of Designations with respect to the Company’s Designated Preferred Stock be eliminated from the Certificate of Incorporation; and

     FURTHER RESOLVED, that the Chairman of the Board, President and Chief Executive Officer; the Executive Vice President and Chief Operating Officer; the Executive Vice President and Chief Administrative Officer; the Senior Vice President, General Counsel and Secretary; the Vice President, Chief Financial Officer; and the Vice President and Controller of the Company (collectively, the “Authorized Officers”) be, and each of them hereby is, authorized and directed to file a Certificate of Elimination with the office of the Secretary of State setting forth a copy of these resolutions whereupon all matters set forth in the Certificates of Designations with respect to such Preferred Stock shall be eliminated from the Certificate of Incorporation; and

     FURTHER RESOLVED, that the Authorized Officers of the Company be, and they hereby are, authorized and directed, jointly and severally, for and in the name and on behalf of the Company, to execute and deliver any and all certificates, agreements, and other documents, take any and all steps and do any and all things which they may deem necessary or advisable in order to effect the purposes of each and all of the foregoing resolutions; and

     FURTHER RESOLVED, that any actions taken by such Authorized Officers prior to the date of these resolutions that are within the authority conferred hereby are hereby ratified, confirmed and approved in all respects as the act and deed of the Company.

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     11. That, accordingly, all matters set forth in the Certificates of Designations with respect to the Designated Preferred Stock be, and hereby are, eliminated from the Certificate of Incorporation, as heretofore amended.

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     IN WITNESS WHEREOF, the Company has caused this Certificate to be signed by its duly authorized officer as of this 4^th day of February, 2008.

By:	/s/ Charles S. Parrish
	Name:	Charles S. Parrish
	Title:	Senior Vice President, General Counsel and Secretary

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EX-3.2

     Exhibit 3.2

CERTIFICATE OF DESIGNATIONS

of

SERIES B JUNIOR PARTICIPATING PREFERRED STOCK

of

TESORO CORPORATION

Pursuant to Section 151 of the

General Corporation Law of the State of Delaware

The undersigned, Charles S. Parrish, DOES HEREBY CERTIFY that:

          (A) he is the duly elected Senior Vice President and Secretary of Tesoro Corporation, a Delaware corporation (the “Corporation”);

          (B) the Restated Certificate of Incorporation of the Corporation authorizes the Corporation to issue five million (5,000,000) shares of Preferred Stock, and authorizes the Board of Directors of the Corporation to (1) provide for the issuance of the Preferred Stock from time to time in one or more series, each of said series to be distinctly designated and all shares of any one series to be alike in every particular and (2) fix or alter the number of shares constituting each series and the designation thereof, and the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), the redemption price or prices and the liquidation preferences of each such series; and

          (C) the Board of Directors of the Corporation adopted the following resolution on November 20, 2007, at a special meeting of the Board of Directors of the Corporation, and such resolution has not been rescinded or amended and is in full force and effect as of the date hereof:

     RESOLVED, that pursuant to the authority expressly granted to and vested in the Board of Directors (the “Board”) of Tesoro Corporation, a Delaware corporation (the “Corporation”), by the provisions of the Restated Certificate of Incorporation of the Corporation (as amended from time to time, the “Certificate of Incorporation”), there hereby is created, out of the five million (5,000,000) shares of Preferred Stock, no par value (the “Preferred Stock”), authorized in Article IV of the Certificate of Incorporation, a series of Preferred Stock of the Corporation consisting of One Million Two Hundred-Fifty Thousand (1,250,000) shares, having the following designations, preferences, relative, participating, optional and other special rights, voting powers, qualifications, limitations and restrictions:

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SERIES B JUNIOR PARTICIPATING PREFERRED STOCK

I.

Designation and Amount. The shares of such series shall be designated as “Series B Junior Participating Preferred Stock” (the “Series B Preferred Stock”) and the number of shares constituting such series shall be One Million Two Hundred-Fifty Thousand (1,250,000). Such number of shares may be increased or decreased by resolution of the Board of Directors, provided that no decrease shall reduce the number of shares of Series B Preferred Stock to a number less than that of the shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series B Preferred Stock.

II.

Dividends and Distributions.

(A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B Preferred Stock and with respect to dividends, the holders of shares of Series B Preferred Stock, in preference to the holders of Common Stock, par value $0.16²/3 per share (or as such par value may be changed from time to time), of the Corporation (the “Common Stock”) and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of January, April, July and October in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series B Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (i) $1.00 or (ii) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series B Preferred Stock. In the event the Corporation shall at any time on or after the Distribution Date (as such term is defined in the Rights Agreement dated as of November 20, 2007 between the Corporation and American Stock Transfer & Trust Company, as Rights Agent, as such agreement may be amended from time to time) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series B Preferred Stock were entitled immediately prior to such event under clause (ii) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and

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the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(B)

The Corporation shall declare a dividend or distribution on the Series B Preferred Stock as provided in paragraph (A) of this Section immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series B Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

(C)

Dividends shall begin to accrue and be cumulative on outstanding shares of Series B Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series B Preferred Stock, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series B Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series B Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series B Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not more than 60 days prior to the date fixed for the payment thereof.

III. Voting Rights. The holders of shares of Series B Preferred Stock shall have the following voting rights:

(A) Subject to the provision for adjustment hereinafter set forth, each share of Series B Preferred Stock shall entitle the holder thereof to 1,000 votes on all matters submitted to a vote of the stockholders of the Corporation. In the event the Corporation shall at any time on or after the Distribution Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the number of votes per share to which holders of shares of Series B Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the

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denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(B)

Except as otherwise provided herein, in the Certificate of Incorporation, in any other Certificate of Designations creating a series of Preferred Stock, or by law, the holders of shares of Series B Preferred Stock and the holders of shares of Common Stock and any other capital stock of the Corporation having general voting rights shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation.

(C)

Except as set forth herein, holders of Series B Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.

IV. Certain Restrictions.

(A) Whenever quarterly dividends or other dividends or distributions payable on the Series B Preferred Stock as provided in Section II are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series B Preferred Stock outstanding shall have been paid in full, the Corporation shall not:

(i)	declare or pay dividends on or make any other distributions on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series B Preferred Stock;
(ii)	declare or pay dividends on or make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series B Preferred Stock, except dividends paid ratably on the Series B Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii)	redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series B Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series B Preferred Stock; or
(iv)	redeem or purchase or otherwise acquire for consideration any shares of Series B Preferred Stock, or any shares of stock ranking on a parity with the Series B Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the

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respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section IV, purchase or otherwise acquire such shares at such time and in such manner.

V.

Reacquired Shares. Any shares of Series B Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock subject to the conditions and restrictions on issuance set forth herein, in the Certificate of Incorporation, or in any other Certificate of Designations creating a series of Preferred Stock or any similar stock or as otherwise required by law.

VI.

Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution or winding up of the Corporation, no distribution shall be made:

(A)

to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series B Preferred Stock unless, prior thereto, the holders of shares of Series B Preferred Stock shall have received $1,000.00 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, provided that the holders of shares of Series B Preferred Stock shall be entitled to receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 times the aggregate amount to be distributed per share to holders of Common Stock, or

(B)

to the holders of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series B Preferred Stock, except distributions made ratably on the Series B Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up.

In the event the Corporation shall at any time declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Series B Preferred Stock were entitled immediately prior to such event under the proviso in clause (A) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

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VII.	Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series B Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 1,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series B Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.
VIII.	No Redemption. The shares of Series B Preferred Stock shall not be redeemable.
IX.	Rank. The Series B Preferred Stock shall rank, with respect to the payment of dividends and the distribution of assets, junior to all other series of the Preferred Stock, whether designated or issued before or after the date of this Certificate of Designations, unless the terms of any such series shall provide otherwise.
X.	Fractional Shares. The Series B Preferred Stock may be issued in fractions of a share that shall entitle the holder, in proportion to such holder’s fractional shares, to exercise voting rights, receive dividends, participate in distributions and have the benefit of all other rights of holders of the Series B Preferred Stock.
XI.	Amendment. The Certificate of Incorporation shall not be amended in any manner that would materially alter or change the powers, preferences or special rights of the Series B Preferred Stock so as to affect them adversely without the affirmative vote of the holders of two-thirds of the outstanding shares of Series B Preferred Stock, voting together as a single series.

{Remainder of Page Left Intentionally Blank}

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     IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designations of Series B Junior Participating Preferred Stock of Tesoro Corporation to be signed by its Senior Vice President and Secretary on this 4^th day of February, 2008.

Attest:			TESORO CORPORATION
By:	/s/ Otto C. Schwethelm		By:	/s/ Charles S. Parrish
	Name:	Otto C. Schwethelm		Name:	Charles S. Parrish
	Title:	Vice President, Chief Financial Officer		Title:	Senior Vice President, General Counsel and Secretary

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