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•	simplifying our governance structure;

•	eliminating our incentive distribution rights;

•	strengthening our coverage;

•	minimizing our need to access the equity capital markets; and

•	lowering our leverage.

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A:

We are sending the Notice of Internet Availability of Proxy Materials (Notice) to holders of our outstanding (as defined in our partnership agreement) common units and Series D preferred units on or about March 13, 2019. On this date, you will have the ability to access all of our proxy materials on the website provided in the Notice. The Notice also contains instructions on how to request a paper copy of our proxy materials, if desired.

A:	Our Board is sending you these materials in connection with its solicitation of proxies for use at our 2019 Annual Meeting. Certain of our directors, officers and employees and Morrow Sodali LLC (a proxy solicitor) may also solicit proxies on our behalf by mail, phone, fax or other electronic means, or in person.

Q3:	Who is entitled to attend and vote at the 2019 Annual Meeting?

A:

Holders of record of our outstanding (as defined in our partnership agreement) common units and Series D preferred units (voting on an as-converted basis) (collectively, our Voting Units) at the close of business on March 1, 2019 (our Unitholders) are entitled to attend and vote on the matters presented at the 2019 Annual Meeting. Our Unitholders will vote together as a single class and are entitled to one vote for each common unit and/or Series D preferred unit held on the March 1, 2019 record date. On March 1, 2019, 107,761,241 common units were outstanding and 23,246,650 Series D preferred units were outstanding.

Q4:	What constitutes a quorum to conduct business at the 2019 Annual Meeting?

A:	Unitholders representing a majority of the Voting Units, voting together as a single class, present in person or by properly submitted proxy, will constitute a quorum.

Q5:	If my units are held in street name by my broker or other nominee, will my broker or other nominee vote my units?

A:	If you own units through a broker or other nominee, then your units are held in that broker's or nominee's name and you are considered the beneficial owner of units held in street name.

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Q6:	How do I vote my units?

A:	You may submit your proxy over the Internet, by phone or by mail. If you submit your proxy over the Internet, by phone or by returning a signed proxy card by mail, your units will be voted as you indicate. If you sign your proxy card without indicating your vote, your units will be voted in accordance with the recommendations of our Board.

Q7:	What vote is required for each proposal and what is the recommendation of the Board?

A:	The table below summarizes the recommendation of the Board, the vote required and the effect of abstentions and broker non-votes with respect to each proposal at the 2019 Annual Meeting.

(1)	As advisory votes, the results of the vote on the advisory resolution on executive compensation and the frequency of future advisory votes on executive compensation are not binding on NuStar Energy, the Compensation Committee or the Board, whether or not the proposals are passed under the standards described above.

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Q8:	Can I change my vote after I have voted by proxy?

A:	You may revoke a proxy at any time before voting is closed at the 2019 Annual Meeting by:

•	submitting a written revocation to our Corporate Secretary at the address indicated on the cover page of this proxy statement (provided that revocation is received by the Corporate Secretary by 11:59 p.m. Eastern Time on April 22, 2019);

•	submitting your valid, signed and later-dated proxy by mail (provided that later-dated proxy is received by 11:59 p.m. Eastern Time on April 22, 2019);

•	submitting your valid proxy over the Internet or by phone by 11:59 p.m. Eastern Time on April 22, 2019; or

•	voting in person at the 2019 Annual Meeting by presenting a valid photo identification and, if applicable (see Q6 above), a legal proxy.

Q9:	What should I do if I receive more than one set of voting materials for the 2019 Annual Meeting?

A:

You may receive more than one set of voting materials for the 2019 Annual Meeting, and the materials may include multiple proxy cards or voting instruction cards. If you hold units in more than one brokerage account, you will receive voting materials for each account; further, if you hold units directly, but in more than one name (e.g., Jane Smith and Jane A. Smith), you will receive voting materials for each variant. Please complete and submit each proxy card and voting instruction card that you receive, according to its instructions.

A:

We pay the cost of soliciting proxies and holding our 2019 Annual Meeting. Morrow Sodali LLC will assist us in the distribution of proxy materials and the solicitation of votes for an initial fee of $8,500, plus an additional fee for each unitholder they contact, as well as the reimbursement of out-of-pocket expenses. In addition to distributing the proxy materials, proxies may also be solicited by personal interview, phone and similar means by our, and our affiliates,' directors, officers or employees, who will not receive additional compensation for performing that service. We also will make arrangements with brokers, banks and other nominees for forwarding proxy materials to the beneficial owners of our units, and we will reimburse them for any reasonable expenses that they incur.

A:	You may contact our Corporate Secretarial/Investor Relations department at 210-918-INVR (4687) or Morrow Sodali LLC at:

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•	is not a relationship that would preclude a determination of independence under Section 303A.02(b) of the NYSE Listed Company Manual;

•	consists of charitable contributions by NuStar Energy to an organization where a director is an executive officer and does not exceed the greater of $1 million or 2% of the organization's gross revenue in any of the last three years;

•	consists of charitable contributions by NuStar Energy to any organization with which a director, or any member of a director's immediate family, is affiliated as an officer, director or trustee pursuant to a matching gift program of NuStar Energy and made on terms applicable to employees and directors generally, or is in amounts that do not exceed $250,000 per year; and

•	is not required to be disclosed in this proxy statement.

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•	Audit Committee Charter

•	Code of Business Conduct and Ethics

•	Code of Ethics for Senior Financial Officers

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•	Compensation Committee Charter

•	Corporate Governance Guidelines

•	Nominating/Governance & Conflicts Committee Charter

•	independence of thought and judgment;

•	the ability to dedicate sufficient time, energy and attention to the performance of his or her duties, taking into consideration the nominee's service on other public company boards; and

•	skills and expertise complementary to the existing Board members' skills; in this regard, the Board will consider its need for operational, managerial, financial, governmental affairs or other relevant expertise.

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•	increase value to unitholders, while practicing good corporate governance;

•	support our business strategy and business plan by clearly communicating what is expected of executives with respect to goals and results;

•	provide the Compensation Committee with the flexibility to respond to the continually changing environment in which NuStar Energy operates;

•	align executive incentive compensation with NuStar Energy's short- and long-term performance results; and

•	provide market-competitive compensation and benefits to enable us to recruit, retain and motivate the executive talent necessary to produce sustainable growth for our unitholders.

•	Bradley C. Barron, President and Chief Executive Officer (CEO);

•	Thomas R. Shoaf, Executive Vice President and Chief Financial Officer;

•	Mary Rose Brown, Executive Vice President and Chief Administrative Officer;

•	Amy L. Perry, Executive Vice President–Mergers & Acquisitions, Strategic Direction and Investor Relations and Corporate Secretary; and

•	Daniel S. Oliver, Senior Vice President–Marketing and Business Development.

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•	establishes and approves target compensation levels for each NEO;

•	approves company performance measures and goals;

•	determines the mix between cash and equity compensation, short-term and long-term incentives and benefits;

•	verifies the achievement of previously established performance goals; and

•	approves the resulting cash or equity awards to our NEOs.

•	the competitive market for talent;

•	compensation paid at peer companies;

•	industry-wide trends;

•	NuStar Energy's performance;

•	the particular NEO's role, responsibilities, experience and performance; and

•	retention.

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(1)

Although Energy Transfer Partners, L.P. and Sunoco Logistics Partners L.P. merged in April 2017, both entities were included as separate peer companies in the 2017 Compensation Comparative Group because their executive compensation for the year ended December 31, 2016 was publicly disclosed separately and considered along with the compensation of the other peer companies as part of the evaluation of our 2017 compensation.

(1)

Although Energy Transfer Partners, L.P. merged with Energy Transfer Equity, L.P. in October 2018 and no longer has publicly traded common equity, Energy Transfer Partners, L.P. was included in the Current Compensation Comparative Group because its executive compensation for the year ended December 31, 2017 was publicly disclosed and considered along with the compensation of the other peer companies as part of the evaluation of our 2018 compensation.

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(1)	The amount reported for Ms. Perry includes the August 1, 2018 increase of $30,900 described above in connection with her promotion, as well as a $10,100 increase effective November 1, 2018 following EPPA's updated analysis of executive compensation.

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•	the individual's position, which is used to determine a targeted percentage of annual base salary that may be awarded as incentive bonus. Generally, the target amount for the NEOs is set following the analysis of market practices in the Compensation Comparative Group with reference to the median bonus target available to comparable executives in those companies;

•	NuStar Energy's attainment of specific performance goals, which typically are established by the Compensation Committee during the first quarter of the year; and

•	a discretionary evaluation by the Compensation Committee of both NuStar Energy's performance and, in the case of the NEOs, the individual's performance.

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•	35% performance units; and

•	65% restricted units.

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•	2016 Performance Period. The target measure established by the Compensation Committee on February 24, 2016 for performance unit vesting with respect to 2016 performance was NuStar Energy achieving a DCR of 1.03:1, with all units eligible for vesting as follows based on the DCR for 2016:

•	2017 Performance Period. The target measure established by the Compensation Committee on February 23, 2017 for performance unit vesting with respect to 2017 performance was NuStar Energy achieving a DCR of 1.01:1, with all units eligible for vesting as follows based on the DCR for 2017:

•

2018 Performance Period. As described above, due to the significance of the then-pending Distribution Reset and Merger, the Compensation Committee delayed consideration of annual performance measures for NuStar Energy until after the closing of the Merger on July 20, 2018, and on July 23, 2018 the Compensation Committee awarded the target number of performance units set forth below and approved the Carried Forward Units set forth below for our NEOs:

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•	the total company matching contributions that would have been credited to the participant's account under the Thrift Plan had the participant's contributions not been limited pursuant to §401(a)(17) and/or §415; and

•	the actual company matching contributions credited to such participant's account.

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•	termination of employment by the employer other than for "cause" (as defined in the agreements), death or disability;

•	termination by the NEO for "good reason" (as defined in the agreements);

•	termination by the NEO other than for "good reason"; and

•	termination of employment because of death or disability.

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•	units owned directly;

•	units owned indirectly through possession of the right to sell, transfer and/or vote such units; and

•	unvested restricted or phantom units granted under the long-term incentive plans.

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(1)

The amounts reported represent the aggregate grant date fair value of grants of NuStar Energy restricted units, NuStar Energy performance units, NuStar Energy fully vested units and, for 2017 and 2016, NuStar GP Holdings, LLC restricted units, as described below. Under a services agreement in effect prior to March 1, 2016, we reimbursed NuStar GP, LLC for 99% of the compensation expense associated with NuStar Energy awards. On March 1, 2016, NuStar GP, LLC transferred and assigned to NuStar Services Co, a wholly owned subsidiary of ours, employment of all of NuStar GP, LLC's employees and we assumed all outstanding NuStar Energy awards. Our NEOs are employees of both NuStar Services Co and NuStar GP, LLC.

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•	the amount reported for 2016 includes the one tranche of each of the 2014, 2015 and 2016 performance unit awards subject to vesting based on the performance criteria established by the Compensation Committee on February 24, 2016 with respect to 2016 performance;

•	the amount reported for 2017 includes the one tranche of each of the 2015, 2016 and 2017 performance unit awards subject to vesting based on the performance criteria established by the Compensation Committee on February 23, 2017 with respect to 2017 performance; and

•	the amount reported for 2018 includes the Carried Forward Units and the one tranche of each of the 2016, 2017 and 2018 performance unit awards subject to vesting based on the performance criteria established by the Compensation Committee on July 23, 2018 with respect to 2018 performance, as described in "Compensation Discussion and Analysis" above.

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(2)	The amounts reported as "non-equity incentive plan compensation" reflect:

•	for 2018, the annual incentive bonus amounts with respect to 2018 performance, which the Compensation Committee approved paying in the form of fully vested common units pursuant to the NSH LTIP (the value reported is based on the closing price of a NuStar Energy common unit on the NYSE on the February 11, 2019 grant date); and

•	for 2016, the annual incentive bonus amounts with respect to 2016 performance, which the Compensation Committee approved paying in cash pursuant to the annual incentive bonus plan.

(3)

The amounts reported reflect the amounts attributable to the aggregate change in the actuarial present value of each NEO's accumulated benefit under our defined benefit and actuarial pension plans, including supplemental plans (but excluding tax-qualified defined contribution plans and nonqualified defined contribution plans). For Mr. Oliver, the actuarial present value of his accumulated benefit under our defined benefit and actuarial pension plans declined by $23,034 between December 31, 2017 and December 31, 2018. However, because SEC regulations do not permit the inclusion of a negative number, the amount of this decline is not reported in the Summary Compensation Table for Mr. Oliver for 2018.

(4)	The amounts reported in this column for 2018 consist of the following for each NEO:

(a)	The amount reported is the difference between the value of the respective NEO's health exams and the value of NuStar Energy's all-employee wellness assessments.

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•	the median of the annual total compensation of all of our employees (other than our President and Chief Executive Officer) was $109,683; and

•	the annual total compensation of our President and Chief Executive Officer, as reported in the Summary Compensation Table above, was $3,501,130.

•	salary, wages and any overtime paid during the Compensation Review Period;

•	any bonus awards paid during the Compensation Review Period; and

•	the grant date fair value of any restricted units awarded during the Compensation Review Period.

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(1)

The amounts reported represent the target and maximum amounts that would potentially be payable to the NEOs as annual incentive bonus awards with respect to 2018 performance. The annual incentive bonus awards with respect to 2018 performance did not include a threshold amount that would potentially be payable to the NEOs. For the 2018 annual incentive bonus determination, the Compensation Committee considered the factors described under "Compensation Discussion and Analysis—Elements of Executive Compensation—Annual Incentive Bonus and Special Bonus Awards," and the Compensation Committee approved the payment of the 2018 annual incentive bonus amounts in the form of fully vested common units pursuant to the NSH LTIP. The dollar values of the actual bonus amounts paid with respect to 2018 performance are reported in the "Non-Equity Incentive Plan Compensation" column of the Summary Compensation Table.

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(2)

Performance units were awarded by the Compensation Committee on July 23, 2018 pursuant to the 2000 LTIP. Performance units vest in three annual increments (tranches), based upon our achievement of the performance measure set by the Compensation Committee during the one-year performance periods that end on December 31 of the applicable year. The target performance measure for performance unit awards historically has been established in the first quarter of the year. However, for 2018, due to the significance of the then-pending Distribution Reset and Merger, the Compensation Committee delayed consideration of annual performance measures until after the closing of the Merger on July 20, 2018.

(3)

As described in "Compensation Discussion and Analysis—Elements of Executive Compensation—Long-Term Incentive Awards—Performance Units," at its July 23, 2018 meeting, as part of its consideration of the overall structure of performance unit awards, the Compensation Committee used its discretion to determine that the Carried Forward Units would have the opportunity to vest at 100% based upon NuStar Energy's 2018 performance. The estimated future payouts and the grant date fair value with respect to the Carried Forward Units are reported in the table above. See "Compensation Discussion and Analysis—Impact of Accounting and Tax Treatments—Accounting Treatment" and footnote (1) to the Summary Compensation Table above for information regarding the assumptions made in valuation.

(4)

As described above under "Compensation Discussion and Analysis—Elements of Executive Compensation—Annual Incentive Bonus and Special Bonus Awards," following the closing of the Merger, in the Compensation Committee's discretion, on July 23, 2018, the Compensation Committee awarded special bonuses of fully vested common units pursuant to the 2000 LTIP to each executive officer, including our NEOs, in recognition of their hard work. The number of common units awarded and the grant date fair value of such common units are reported in the table above. See "Compensation Discussion and Analysis—Impact of Accounting and Tax Treatments—Accounting Treatment" and footnote (1) to the Summary Compensation Table above for information regarding the assumptions made in valuation.

(5)

As described above under "Compensation Discussion and Analysis—Elements of Executive Compensation—Annual Incentive Bonus and Special Bonus Awards," in consideration of their significant efforts to complete the Distribution Reset, the Merger and the issuance of Series D preferred units, on July 23, 2018, the Compensation Committee approved additional special bonuses of fully vested common units pursuant to the 2000 LTIP for Mr. Barron, Mr. Shoaf and Ms. Perry. The number of common units awarded and the grant date fair value of such common units are reported in the table above. See "Compensation Discussion and Analysis—Impact of Accounting and Tax Treatments

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(6)

Restricted units were approved by the Compensation Committee on October 24, 2018, and the grant date for these restricted units was set at that time for the date that was as soon as administratively practicable after the meeting and no earlier than the third business day following our third quarter earnings release. The restricted units were awarded pursuant to the NSH LTIP and vest 1/5 annually over five years beginning on the first anniversary of the grant date. All grantees receiving restricted units are entitled to receive an amount in cash equal to the product of (a) the number of restricted units granted to the grantee that remain outstanding and unvested as of the record date for such quarter and (b) the quarterly distribution declared by the Board for such quarter with respect to NuStar Energy's common units. The number of restricted units awarded and the grant date fair value of such restricted units are reported in the table above. See "Compensation Discussion and Analysis—Impact of Accounting and Tax Treatments—Accounting Treatment" and footnote (1) to the Summary Compensation Table above for information regarding the assumptions made in valuation.

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(1)	Mr. Barron's target number of performance units consist of: 4,407 units awarded February 24, 2016; 7,334 units awarded February 23, 2017; 28,045 units awarded July 23, 2018; and 5,370 Carried Forward Units.

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(2)

Mr. Barron's restricted units consist of: 1,960 restricted units granted December 19, 2014; 5,606 restricted units granted November 16, 2015; 9,570 restricted units granted November 16, 2016; 19,187 restricted units granted November 16, 2017; and 49,250 restricted units granted November 16, 2018. All of Mr. Barron's restricted units vest in 1/5 increments over five years, beginning on the first anniversary of the date of grant.

(3)	Mr. Shoaf's target number of performance units consist of: 2,078 units awarded February 24, 2016; 3,184 units awarded February 23, 2017; 12,282 units awarded July 23, 2018; and 2,492 Carried Forward Units. The performance units vest in accordance with the description in footnote (1) above.

(4)

Mr. Shoaf's restricted units consist of: 989 restricted units granted December 19, 2014; 2,614 restricted units granted November 16, 2015; 4,285 restricted units granted November 16, 2016; 8,401 restricted units granted November 16, 2017; and 16,995 restricted units granted November 16, 2108. All of Mr. Shoaf's restricted units vest in 1/5 increments over five years, beginning on the first anniversary of the date of grant.

(5)	Ms. Brown's target number of performance units consist of: 2,238 units awarded February 24, 2016; 3,430 units awarded February 23, 2017; 13,230 units awarded July 23, 2018; and 2,684 Carried Forward Units. The performance units vest in accordance with the description in footnote (1) above.

(6)

Ms. Brown's restricted units consist of: 1,064 restricted units granted December 19, 2014; 2,815 restricted units granted November 16, 2015; 4,616 restricted units granted November 16, 2016; 9,052 restricted units granted November 16, 2017; and 17,205 restricted units granted November 16, 2018. All of Ms. Brown's restricted units vest in 1/5 increments over five years, beginning on the first anniversary of the date of grant.

(7)	Ms. Perry's target number of performance units consist of: 1,093 units awarded February 24, 2016; 1,674 units awarded February 23, 2017; 6,252 units awarded July 23, 2018; and 1,311 Carried Forward Units. The performance units vest in accordance with the description in footnote (1) above.

(8)

Ms. Perry's restricted units consist of: 520 restricted units granted December 19, 2014; 1,375 restricted units granted November 16, 2015; 2,253 restricted units granted November 16, 2016; 4,279 restricted units granted November 16, 2017; and 12,240 restricted units granted November 16, 2018. All of Ms. Perry's restricted units vest in 1/5 increments over five years, beginning on the first anniversary of the date of grant.

(9)	Mr. Oliver's target number of performance units consist of: 1,576 units awarded February 24, 2016; 2,416 units awarded February 23, 2017; 7,767 units awarded July 23, 2018; and 1,890 Carried Forward Units. The performance units vest in accordance with the description in footnote (1) above.

(10)

Mr. Oliver's restricted units consist of: 749 restricted units granted December 19, 2014; 1,982 restricted units granted November 16, 2015; 3,249 restricted units granted November 16, 2016; 5,316 restricted units granted November 16, 2017; and 10,455 restricted units granted November 16, 2018. All of Mr. Oliver's restricted units vest in 1/5 increments over five years, beginning on the first anniversary of the date of grant.

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(1)

The value realized on vesting of restricted units was calculated by multiplying the closing price of NuStar Energy common units on the NYSE on the date of vesting by the number of units vested. In the case of the December 16, 2018 vesting date, which was not a trading day, the value realized was calculated using the closing price on the preceding trading day. The closing prices on the applicable dates are as follows:

(2)	Mr. Barron's restricted units vested in 2018 as follows: 10,789 units on November 16, 2018; 1,328 units on December 16, 2018; and 1,959 units on December 19, 2018.

(3)	Mr. Shoaf's restricted units vested in 2018 as follows: 4,835 units on November 16, 2018; 890 units on December 16, 2018; and 988 units on December 19, 2018.

(4)	Ms. Brown's restricted units vested in 2018 as follows: 5,207 units on November 16, 2018; 1,328 units on December 16, 2018; and 1,064 units on December 19, 2018.

(5)	Ms. Perry's restricted units vested in 2018 as follows: 2,506 units on November 16, 2018; 430 units on December 16, 2018; and 520 units on December 19, 2018.

(6)	Mr. Oliver's restricted units vested in 2018 as follows: 3,402 units on November 16, 2018; 938 units on December 16, 2018; and 749 units on December 19, 2018.

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(1)

The present values stated in the table above were calculated using the same interest rates and mortality tables we use for our financial reporting. The present values as of December 31, 2018 were determined using plan-specific discount rates (4.41% for the Pension Plan and 4.06% for the Excess Pension Plan) and the plans' earliest unreduced retirement age (age 62). The present values reflect post-retirement mortality rates based on the RP2006 generational mortality table projected using scale MP2018. No decrements were included for pre-retirement termination, mortality or disability. Where applicable, lump sums were determined based on a 3.91% interest rate and the mortality table prescribed by the IRS in Rev. Ruling 2007-67 and updated by IRS Notices 2008-85 and 2013-49 for distributions in the years 2009-2018.

(2)

As of December 31, 2013, the final average pay formula used in the Pension Plan and the Excess Pension Plan, which was based on years of service and compensation during service, was frozen. Benefits for service after December 31, 2013 accrue under a cash balance formula described below. The number of years of credited service under the final average pay formula and the cash balance formula for each of our NEOs under the Pension Plan and the Excess Pension Plan are set forth below.

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•	1.6% of the employee's average monthly compensation multiplied by the employee's years of credited service for service through December 31, 2013 for eligible employees who earned a benefit under the FAP plus

•	the employee’s CBF account balance.

•	1.6% of the employee's average monthly compensation multiplied by the employee's years of credited service for service through December 31, 2013 for eligible employees who earned a benefit under the FAP, plus

•	the employee's CBF benefits, in each case without regard to the limitations imposed by the Code, less

•	the employee's Pension Plan benefit.

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(1)	The NEOs made no contributions during 2018. Participation in the Excess Thrift Plan occurs automatically for employees subject to the Code limitations described in "Compensation Discussion and Analysis—Elements of Executive Compensation—Post-Employment Benefits."

(2)	Amounts reported represent our contributions to our Excess Thrift Plan. All of the amounts included in this column are included within the amounts reported as "All Other Compensation" for 2018 in the Summary Compensation Table.

(3)	Amounts reported reflect the losses for each NEO's respective account in our Excess Thrift Plan.

(4)	Amounts include the aggregate balance at year end of each NEO's respective account in our Excess Thrift Plan and include registrant contributions that were previously reported as compensation to each of the NEOs in the "All Other Compensation" column in the Summary Compensation Table for 2018 and previous years, as applicable.

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•	the failure of NuStar GP Holdings, LLC to control NuStar GP, LLC, Riverwalk Logistics, L.P. or all of the general partner interests of NuStar Energy;

•	Riverwalk Logistics, L.P. ceases to be NuStar Energy's general partner or Riverwalk Logistics, L.P. is no longer controlled by either NuStar GP, LLC or one of its affiliated companies;

•	the acquisition (other than by an affiliated company) of more than 50% of all voting interests of NuStar Energy then outstanding;

•	certain consolidations or mergers of NuStar Energy; or

•	the sale of all or substantially all of the assets of NuStar Energy to anyone other than its affiliated companies.

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•	a diminution in the NEO's position, authority, duties or responsibilities;

•	failure of the successor of NuStar Energy or NuStar Services Co to assume and perform under the agreement; and

•	relocation of the NEO or increased travel requirements.

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(1)

Per SEC regulations, for purposes of this analysis we assumed each NEO's compensation at the time of each triggering event to be as stated below. The listed salary is the NEO's actual annualized rate of pay as of December 31, 2018. The listed bonus amount (referred to in these footnotes as the Highest Annual Bonus) represents the highest bonus earned by the executive with respect to any of the fiscal years 2015, 2016 and 2017 (the three full fiscal years prior to the date of the assumed change of control) or the most recent fiscal year (2018):

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(2)	The change of control severance agreements provide that if the employer terminates the NEO's employment (other than for "cause," death or "disability," as defined in the agreements) or if the NEO terminates his or her employment for "good reason," as defined in the agreements, the NEO is generally entitled to receive the following:

(i)	accrued and unpaid salary and vacation pay through the date of termination, including a pro-rata annual bonus based on the Highest Annual Bonus;

(ii)	the NEO's severance multiple multiplied by the sum of the NEO's annual base salary plus the NEO's Highest Annual Bonus;

(iii)	the amount of the excess of the actuarial present value of the pension benefits (qualified and nonqualified) the NEO would have received for an additional number of years of service equal to the NEO's severance multiple over the actuarial present value of the NEO's actual pension benefits; and

(iv)	the equivalent of employer contributions under the tax-qualified and supplemental defined contribution plans for the number of years equal to the NEO's severance multiple;

(3)

If the NEO's employment is terminated by reason of his or her death or disability, then his or her estate or beneficiaries will be entitled to receive a lump sum cash payment equal to any accrued and unpaid salary and vacation pay plus a bonus equal to the Highest Annual Bonus earned by the NEO (prorated to the date of termination). In addition, in the case of disability, the NEO would be entitled to any disability and related benefits at least as favorable as those provided by us under our plans and programs during the 120-days prior to the NEO's termination of employment. In addition, all outstanding equity incentive awards will automatically vest on the date of the change of control, as described above.

(4)

If the NEO voluntarily terminates his or her employment other than for "good reason," then he or she will be entitled to a lump sum cash payment equal to any accrued and unpaid salary and vacation pay plus a bonus equal to the Highest Annual Bonus earned by the NEO (prorated to the date of termination). In addition, all outstanding equity incentive awards will automatically vest on the date of the change of control, as described above.

(5)

The change of control severance agreements provide for a three-year term of employment following a change of control. The agreements generally provide that the NEO will continue to receive a salary and bonus at least as favorable as the highest salary received during the past 12 months and the highest bonus received during the past three years and will continue to receive benefits on terms at least as favorable as in effect prior to the change of control. Accordingly, no additional amounts are shown for salary, pension and excess pension benefits, contributions under defined contribution plans and health and welfare plan benefits because those amounts would remain as in effect at the time of a change of control. The amount shown as bonus reflects each NEO's Highest Annual Bonus. In addition, all outstanding equity incentive awards will automatically vest on the date of the change of control, as described above.

(6)	The amounts stated in the table represent the gross value of previously unvested restricted units, derived by multiplying (x) the number of units whose restrictions would have lapsed because of a change of control, times (y) $20.93 (the closing price of NuStar Energy's common units on the NYSE on December 31, 2018).

(7)	The amounts stated in the table represent the product of (x) the number of performance units whose vesting would have been accelerated because of a change of control, times (y) 200%, times (z) $20.93 (the closing price of NuStar Energy's common units on the NYSE on December 31, 2018).

(8)

If any payment or benefit is determined to be subject to an excise tax under Section 4999 of the Code, the impacted NEO is entitled to receive an additional payment to adjust for the incremental tax cost of the payment or benefit. However, if it is determined that the NEO is entitled to receive an additional payment to adjust for the incremental tax cost but the value of all payments to the NEO does not exceed 110% of 2.99 times the NEO's "base amount" (as defined by Section 280G(b)(3) of the Code) (the Safe Harbor Amount), the additional payment will not be made and the amount payable to the NEO will be reduced so that the aggregate value of all payments equals the Safe Harbor Amount.

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(1)	The amounts disclosed in this column exclude reimbursement for expenses for transportation to and from Board meetings and lodging while attending meetings.

(2)

The amounts reported represent the grant date fair value for the November 16, 2018 grant of restricted units to our non-employee directors for the fiscal year ended December 31, 2018 (5,197 restricted units for Mr. Greehey, as Chairman, and 4,158 restricted units for each of our other non-employee directors) based on the closing price of NuStar Energy's common units on the NYSE on November 16, 2018 ($24.05). Please see "Compensation Discussion and Analysis—Impact of Accounting and Tax Treatments—Accounting Treatment" above and Note 24 of the Notes to Consolidated Financial Statements in Item 8 of our Annual Report on Form 10-K for information regarding the assumptions made in the valuation.

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(3)	Non-employee directors do not participate in these plans.

(4)	Mr. Barron was not compensated for his service as a director of NuStar GP, LLC. His compensation for his services as President and Chief Executive Officer is included above in the Summary Compensation Table.

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(1)	The business address for all beneficial owners listed above is 19003 IH-10 West, San Antonio, Texas 78257.

(2)

As of the March 1, 2019 record date, 107,761,241 common units, 9,060,000 Series A preferred units, 15,400,000 Series B preferred units, 6,900,000 Series C preferred units and 23,246,650 Series D preferred units were outstanding. Beneficial ownership is calculated in accordance with Rule 13d-3 of the Exchange Act. Restricted units awarded under the 2000 LTIP and the NSH LTIP are rights to receive NuStar Energy common units upon vesting and, as such, may not be disposed of or voted until vested. The restricted units do not vest within 60 days after March 1, 2019. Accordingly, the restricted units set forth in the table below are not included in the calculation of beneficial ownership pursuant to Rule 13d-3 and are not reflected in the table above.

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(3)	The number of common units shown as beneficially owned by Mr. Bates includes 30,736 common units owned indirectly by Mr. Bates through a trust.

(4)	The number of common units shown as beneficially owned by Mr. Hill includes 600 common units owned indirectly by Mr. Hill through his spouse.

(5)	The number of common units shown as beneficially owned by Mr. Rosier includes an aggregate of 29,215 common units owned indirectly by Mr. Rosier through two trusts.

(6)	The number of common units shown as beneficially owned by all directors and executive officers as a group includes 30,736 common units owned indirectly by Mr. Bates, 600 common units owned indirectly by Mr. Hill and 29,215 common units owned indirectly by Mr. Rosier, as described above.

(1)	The beneficial ownership percentage calculations for the security holders listed in the table are based on 107,761,241 common units and 23,246,650 Series D preferred units outstanding as of the March 1, 2019 record date, as applicable.

(2)	As reported on a Schedule 13G/A filed on January 14, 2019, OppenheimerFunds, Inc. (OFI) is an investment adviser that, as of December 31, 2018, may be deemed to beneficially own, and has shared voting and dispositive power with respect to, 12,548,701 common units. OFI's business address is 225 Liberty Street, New York, New York 10281.

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(3)

As reported on a Schedule 13G/A filed on February 8, 2019, Harvest Fund Advisors LLC (Harvest Fund) is an investment adviser that, as of January 31, 2019, may be deemed to beneficially own, and has sole voting and dispositive power with respect to, 11,168,557 common units. Eric M. Conklin is the Managing Partner and Chair of the Investment Committee of Harvest Fund and, as such, also may be deemed to beneficially own, and have sole voting and dispositive power with respect to, the 11,168,557 common units as of January 31, 2019. The business address of Harvest Fund and Mr. Conklin is 100 W. Lancaster Avenue, Suite 200, Wayne, Pennsylvania 19087.

(4)

As reported on a Schedule 13G/A filed on February 4, 2019, ALPS Advisors, Inc. (AAI) is an investment adviser that, as of December 31, 2018, may be deemed to beneficially own, and has shared voting and dispositive power with respect to, 9,708,198 common units. The 9,708,198 common units that AAI may be deemed to beneficially own include 9,686,891 common units that Alerian MLP ETF (Alerian), an investment company, may be deemed to beneficially own as of December 31, 2018. Alerian has shared voting and dispositive power with respect to the 9,686,891 common units. AAI disclaims beneficial ownership of the common units. The business address of AAI and Alerian is 1290 Broadway, Suite 1100, Denver, Colorado 80203.

(5)

Mr. Greehey is the Chairman of our Board, and his business address is 19003 IH-10 West, San Antonio, Texas 78257. The number of common units reported for Mr. Greehey is as of the March 1, 2019 record date and does not include 11,815 restricted units awarded to Mr. Greehey. Restricted units are rights to receive NuStar Energy common units upon vesting and, as such, may not be disposed of or voted until vested. See "Security Ownership of Management and Directors" above.

(6)

As reported on a Schedule 13G filed on February 14, 2019, Brookfield Asset Management Inc. (BAM) is the indirect owner of Brookfield Public Securities Group LLC (PSG), an investment adviser to various funds or accounts that are the record owners of the reported common units, and Partners Limited is the sole owner of BAM's Class B Limited Voting Shares. As a result, BAM, PSG and Partners Limited may be deemed to beneficially own and have shared voting power with respect to 6,925,731 common units and shared dispositive power with respect to 7,709,963 common units as of December 31, 2018. The business address of PSG is 250 Vesey Street, 15th Floor, New York, New York 10281. The business address of BAM and Partners Limited is 181 Bay Street, Suite 330, Toronto, Ontario Canada M5J 2T3.

(7)	The number of Series D preferred units reported for EIG Nova Equity Aggregator, L.P. is as of the March 1, 2019 record date. EIG Nova Equity Aggregator, L.P.'s business address is 333 Clay Street, Suite 3500, Houston, Texas 77002.

(8)	The number of Series D preferred units reported for FS Energy and Power Fund is as of the March 1, 2019 record date. FS Energy and Power Fund's business address is 1700 Pennsylvania Avenue NW, Suite 800, Washington, DC 20006.

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(1)	No value is included in this column because there were no unit options outstanding as of December 31, 2018 and because restricted units and performance units do not have an exercise price.

(2)	The information in this row relates to the 2000 LTIP. See "Compensation Discussion and Analysis" above for further details regarding the 2000 LTIP. The 2000 LTIP will terminate with respect to new grants if Proposal No. 2 is approved related to the adoption of the NuStar Energy L.P. 2019 Long-Term Incentive Plan.

(3)

The information in this row relates to the NSH LTIP, which we assumed at the closing of the Merger. See "Compensation Discussion and Analysis" above for further details regarding the NSH LTIP. Although the former unitholder of NuStar GP Holdings, LLC approved the NSH LTIP prior to NuStar GP Holdings, LLC's initial public offering, NuStar Energy's unitholders have not approved the NSH LTIP. The NSH LTIP will terminate with respect to new grants if Proposal No. 2 is approved related to the adoption of the NuStar Energy L.P. 2019 Long-Term Incentive Plan.

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(1)

In 2017, 39,320 performance units were granted and an additional 17,690 units were issued upon vesting of performance units earned at 150%. Therefore, the total number of performance units granted in 2017 is 57,010. In 2016, 47,646 performance units were granted and an additional 19,492 units were issued upon vesting of performance units earned at 200%. Therefore, the total number of performance units granted in 2016 is 67,138.

(2)	The burn rate calculation excludes NuStar Energy restricted units provided upon conversion of outstanding restricted unit awards of NuStar GP Holdings, LLC at the completion of the Merger, in accordance with the terms of the merger agreement.

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(1)	If approved by our unitholders, the 2019 Plan will be effective on April 23, 2019, the 2019 Plan will replace the Prior Plans and no new awards will be made under the Prior Plans.

•	determine individuals eligible to participate in the 2019 Plan;

•	designate participants;

•	determine the type or types of awards to be granted to a participant;

•	determine the number of common units to be covered by awards;

•	determine the terms and conditions of any award;

•	determine whether, to what extent, and under what circumstances awards may be settled, exercised, canceled or forfeited or the vesting or exercisability of such awards may be accelerated;

•	interpret and administer the 2019 Plan, the terms of an award and any instrument or agreement evidencing an award made under the 2019 Plan;

•	establish, amend, suspend or waive such rules and regulations and appoint such agents as it deems appropriate for the proper administration of the 2019 Plan; and

•	make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the 2019 Plan.

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•	the number and type of units with respect to which awards may be granted;

•	the number and type of units subject to outstanding awards; and

•	if deemed appropriate, make a provision for a cash payment to the holder of an outstanding award.

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•	reduce the exercise price of any previously granted Option;

•	cancel (or accept surrender of) any previously granted Option in exchange for another Option with a lower exercise price; or

•	cancel (or accept surrender of) any previously granted Option in exchange for cash or another award if the exercise price of the Option exceeds the fair market value of a common unit on the date of such cancellation.

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•	unitholder approval is required by applicable law, rule or regulation, including any rule of the NYSE or any other stock exchange on which the common units are then traded; or

•	the amendment seeks to modify the prohibition on repricing described above.

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•	the 2% economic general partner interest in NuStar Energy;

•	100% of the incentive distribution rights issued by us, which entitled NuStar GP Holdings, LLC to receive increasing percentages of the cash we distributed prior to the Merger; and

•	10,214,626 NuStar Energy common units.

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(1)

Audit fees for 2018 and 2017 were for professional services rendered by KPMG in connection with the audits of our annual financial statements for the years ended December 31, 2018 and 2017, respectively, included in our Annual Reports on Form 10-K, reviews of our interim financial statements included in our Quarterly Reports on Form 10-Q, the audit of the effectiveness of our internal control over financial reporting as of December 31, 2018 and 2017, respectively, and related services that are normally provided by the principal auditor (e.g., comfort letters and assistance with review of documents filed with the SEC).

(2)	Audit-related fees for 2018 and 2017 were for assurance and related services rendered by KPMG that are reasonably related to the performance of the audit or review of our financial statements and are not reported under "Audit fees."

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•	A triennial approach provides regular input by unitholders, while allowing unitholders to better judge our compensation programs in relation to our long-term performance.

•

A triennial vote will provide our Compensation Committee and our Board sufficient time to thoughtfully evaluate the results of the most recent advisory vote on executive compensation, discuss the implications of the vote with our unitholders and develop and implement any changes to our executive compensation program that may be appropriate in light of the vote. A triennial vote will also allow for these changes to our executive compensation program to be in place long enough for unitholders to see and evaluate the effectiveness of these changes.

•	The composition and level of compensation paid to executives in the market evolves over multiple years. A triennial approach will allow us to review evolving practices in the market to ensure our compensation programs reflect best practices.

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