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): June 8, 2007

Tesoro Corporation

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	1-3473 (Commission File Number)	95-0862768 (IRS Employer Identification No.)
300 Concord Plaza Drive San Antonio, Texas (Address of principal executive offices)		78216-6999 (Zip Code)
	(210) 828-8484 (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))

TABLE OF CONTENTS

Second Amendment to Employment Agreement

Press Release

Press Release

Item 1.01 Entry into a Material Definitive Agreement.

On June 8, 2007, the Employment Agreement for Gregory A. Wright was amended. The Second Amendment to Employment Agreement (the “Agreement”) between Tesoro Corporation (the “Company”) and Mr. Wright reflects the promotion from Executive Vice President and Chief Financial Officer to Executive Vice President and Chief Administrative Officer and eliminates the tax gross-up for certain fee reimbursements. The Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On June 8, 2007, the Company issued a press release announcing that the Company’s Board of Directors had named Gregory A. Wright Executive Vice President and Chief Administrative Officer. Prior to his new role, Mr. Wright held the position of Chief Financial Officer since 2000.

On June 8, 2007 in a separate press release, the Company announced that the Company’s Board of Directors had elected Otto C. Schwethelm as Vice President, Chief Financial Officer, reporting to newly appointed Chief Administrative Officer. Prior to his new assignment, Mr. Schwethelm had served as Vice President, Finance and Treasurer beginning in March 2006. He served as Vice President and Controller from February 2003 to March 2006 and as Vice President and Operations Controller from September 2002 to February 2003. From December 2001 to September 2002, Mr. Schwethelm served as Vice President, Shared Services of Tesoro Petroleum Companies, Inc.

These press releases are filed as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and are incorporated herein by reference.

9.01 Financial Statements and Exhibits.

(c) Exhibits.

10.1	Second Amendment to Employment Agreement between the Company and Gregory A. Wright dated as of June 8, 2007.
99.1	Press release issued on June 8, 2007 by Tesoro Corporation related to Gregory A. Wright.
99.2	Press release issued on June 8, 2007 by Tesoro Corporation related to Otto C. Schwethelm.

2

SIGNATURES

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

Date: June 8, 2007

TESORO CORPORATION
By:	/s/ GREGORY A. WRIGHT
	Gregory A. Wright
	Executive Vice President
	and Chief Administrative Officer

3

Index to Exhibits

Exhibit Number		Description
	10.1	Second Amendment to Employment Agreement between the Company and Gregory A. Wright dated as of June 8, 2007.
	99.1	Press Release issued on June 8, 2007 by Tesoro Corporation related to Gregory A. Wright.
	99.2	Press Release issued on June 8, 2007 by Tesoro Corporation related to Otto C. Schwethelm.

4

EX-10.1

Exhibit 10.1

SECOND AMENDMENT TO
EMPLOYMENT AGREEMENT

     This Second Amendment to Employment Agreement (“Second Amendment”) is entered into as of June 8, 2007 (the “Effective Date”) as a Second Amendment to the Employment Agreement entered into by and between Tesoro Corporation (the “Company”) and Gregory A. Wright (the “Executive”) as of August 3, 2004 (the “Employment Agreement”), as amended by that certain First Amendment to Employment Agreement dated as of February 2, 2006 (the “First Amendment”) by and between the Company and the Executive.

W I T N E S S E T H:

     WHEREAS, the Company and the Executive have previously entered into the Employment Agreement and the First Amendment;

     WHEREAS, effective as of June 8, 2007, the Executive received a promotion from Executive Vice President and Chief Financial Officer to Executive Vice President and Chief Administrative Officer; and

     WHEREAS, the Company and the Executive wish to further amend the Employment Agreement by entering into this Second Amendment so as to (i) reflect the Executive’s promotion from Executive Vice President and Chief Financial Officer to Executive Vice President and Chief Administrative Officer and change (ii) the amount of certain fee reimbursements to the Executive;

     NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions set forth herein including, but not limited to, the Executive’s employment and the payments and benefits described herein, the sufficiency of which is hereby acknowledged, the Company and the Executive hereby agree as follows:

     1. Defined Terms. Capitalized terms not otherwise defined in this Second Amendment shall have the meaning set forth in the Employment Agreement.

     2. Amendments.

     (a) All references in the Employment Agreement to “Chief Financial Officer” are hereby amended to read “Chief Administrative Officer”. Without limiting the generality of the foregoing, the Employment Agreement is hereby amended as follows:

(i) The first recital set forth in the Employment Agreement under “WITNESSETH” is hereby amended to read, in its entirety, as follows:

“WHEREAS, the Company wishes to employ the Executive as its Executive Vice President and Chief Administrative Officer and the Executive wishes to continue such employment; and”

1

(ii) Section 3(a) of the Employment Agreement is hereby amended to read, in its entirety, as follows:

(a) Executive shall serve as Executive Vice President and Chief Administrative Officer of the Company. In such capacities, Executive shall perform such duties and have the power, authority and functions commensurate with such positions in similarly sized public companies and such other authority and functions consistent with such positions as may be assigned to Executive from time to time by the Chief Executive Officer.

     (b) Section 4(a) of the Employment Agreement is hereby amended to read, in its entirety, as follows:

     (a) ANNUAL BASE SALARY. During the Employment Period, the Executive shall receive an annual base salary (the “Annual Base Salary”) at an annual rate of $608,000 less applicable taxes, or such higher rate as may be determined from time to time by the Board of Directors of the Company (the “Board). The annual Base Salary shall be paid at such intervals as the Company pays executive salaries generally. During the Employment Period, the Annual Base Salary shall be reviewed at least annually, beginning no more than 12 months after the last salary increase awarded to the Executive prior to the Effective Date. Any increase in the Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. The Annual Base Salary shall not be reduced after any such increase and the term “Annual Base Salary” shall refer to the Annual Base Salary as so increased.

     (c) Section 4(e) of the Employment Agreement is hereby amended to read, in its entirety, as follows:

     (e) FEE REIMBURSEMENTS.

     The Company will reimburse the Executive as provided in the Company’s policies and procedures for an initiation fee or fees and dues for a country, luncheon or social club or clubs. In addition, the Company will reimburse the Executive for additional initiation fees to the extent the Board of Directors or a duly authorized committee thereof determines such fees are reasonable and in the best interest of the Company.

     3. Acknowledgement and Waiver. The Company and the Executive acknowledge and agree that the promotion of the Executive from Executive Vice President and Chief Financial Officer to Executive Vice President and Chief Administrative Officer and the related change in his positions, duties and responsibilities shall not be deemed to constitute (i) a material diminution of Executive’s positions, duties or responsibilities under the Employment Agreement or the assignment to the Executive of duties or responsibilities that are inconsistent with the Executive’s position, (ii) the removal of the Executive from officer positions with the Company specified in the Employment Agreement, or (iii) a material breach by the Company of any

2

provision of the Employment Agreement, for purposes of the definition of “Good Reason” set forth in the Employment Agreement. The Executive hereby irrevocably waives any claim that the promotion from Executive Vice President and Chief Financial Officer to Executive Vice President and Chief Administrative Officer constitutes Good Reason under the terms of the Employment Agreement.

     4. Employment Agreement Remains in Full Force and Effect. Except as expressly amended by this Second Amendment, the Employment Agreement, as amended by the First Amendment, shall remain in full force and effect and all of the terms of the Employment Agreement, as amended by the First Amendment, are hereby incorporated into this Second Amendment.

     5. Governing Law. This Second Amendment shall be governed by and construed in accordance with the laws of the State of Texas applicable to agreements made and to be performed in that State, without regard to its conflict of laws provisions.

     6. Miscellaneous.

     (a) Waiver. The failure of a party to insist upon strict adherence to any term of this Second Amendment on any occasion shall not be considered a waiver thereof or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Second Amendment.

     (b) Separability. If any term or provision of this Second Amendment is declared illegal or unenforceable by any court of competent jurisdiction, and cannot be modified to be enforceable, such term or provision shall immediately become null and void, leaving the remainder of this Second Amendment in full force and effect.

     (c) Headings. Section headings are used herein for convenience of reference only and shall not affect the meaning of any provision of this Second Amendment.

     (d) Rules of Construction. Whenever the context so requires, the use of the singular shall be deemed to include the plural and vice versa.

     (e) Counterparts. This Second Amendment may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts will together constitute but one Second Amendment.

3

     IN WITNESS WHEREOF, the parties hereto have duly executed this Second Amendment as of the day and year first above written.

TESORO CORPORATION
/s/ BRUCE A. SMITH
By: Bruce A. Smith
Title:	Chairman of the Board of Directors, President and Chief Executive Officer
/s/ GREGORY A. WRIGHT
Gregory A. Wright, Executive
Address: 110 Geddington                 San Antonio, Texas 78249

4

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact:

Investors:
Scott Phipps, Manager, Investor Relations, (210) 283-2882

Media:
Natalie Silva, Manager, Public Relations, (210) 283-2729

Tesoro Board of Directors Names Greg Wright EVP and Chief Administrative Officer

     SAN ANTONIO – June 8, 2007 – Tesoro Corporation (“Tesoro”) (NYSE: TSO) announced today that the board of directors has named Greg Wright Executive Vice President and Chief Administrative Officer. Wright reports to Tesoro Chairman, President and Chief Executive Officer Bruce A. Smith.

     Prior to his new role, Wright held the position of Chief Financial Officer since 2000. Otto Schwethelm, Vice President, Finance and Treasurer, has been named Tesoro’s Chief Financial Officer and will report to Wright.

     “As our CFO, Greg has done a tremendous job at Tesoro, and I am confident that he will bring the same determination and commitment to the new position of Chief Administrative Officer,” said Smith.

     Reporting to Wright in his new role will be the CFO function which includes finance, treasury, controller, investor relations, procurement and information technology functions, as well as internal audit, human resources, corporate communications and community investment, enterprise program office, aviation, and meeting and event planning.

     Wright joined Tesoro in 1995 as Vice President, Financial Resources and Treasurer. Wright has 35 years of experience in the energy industry in various positions in accounting, finance, business development and strategy. Wright holds a bachelor’s degree in business administration from The Ohio State University and a master’s degree in business administration from the University of Delaware.

Page 2 of 2

     Tesoro Corporation, a Fortune 150 Company, is an independent refiner and marketer of petroleum products. Tesoro operates seven refineries in the western United States with a combined capacity of approximately 660,000 barrels per day. Tesoro’s retail-marketing system includes over 880 branded retail stations, of which more than 460 are company owned retail stations.

###

EX-99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE

Contact:

Investors:
Scott Phipps, Manager, Investor Relations, (210) 283-2882

Media:
Natalie Silva, Manager, Public Relations, (210) 283-2729

Tesoro Board of Directors Elects Otto C. Schwethelm VP, Chief Financial Officer

     SAN ANTONIO – June 8, 2007 – Tesoro Corporation (“Tesoro”) (NYSE: TSO) announced today that the board of directors has elected Otto C. Schwethelm Vice President, Chief Financial Officer. He will report to Greg Wright, Tesoro Executive Vice President and Chief Administrative Officer. Prior to his new role, Schwethelm held the position of Vice President, Finance and Treasurer.

     “Over the past few years, we have focused on developing our people to ensure we are positioned for future growth,” said Wright. “Otto has successfully held roles in supply and optimization, shared services, controller, finance, treasury and investor relations which have prepared him for the CFO position.”

     Schwethelm will be responsible for overseeing Tesoro’s finance, treasury, controller, investor relations, procurement and information technology functions.

     Schwethelm joined Tesoro in 1998 as a Manager of Economics in the Supply and Optimization organization. He has also served as Vice President of Development and Business Analysis and Vice President of Shared Services, a department he started before being named Vice President and Controller in 2003. In March 2006, Schwethelm was named Vice President, Finance and Treasurer. Schwethelm has more than 19 years of experience in the oil industry including seven years of international experience with Saudi Aramco. Schwethelm holds a bachelor’s degree in accounting from The University of Texas at Austin and is a Certified Public Accountant.

Page 2 of 2

     Tesoro Corporation, a Fortune 150 Company, is an independent refiner and marketer of petroleum products. Tesoro operates seven refineries in the western United States with a combined capacity of approximately 660,000 barrels per day. Tesoro’s retail-marketing system includes over 880 branded retail stations, of which more than 460 are company owned retail stations.

###