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Change in Control Agreement

CHANGE IN CONTROL AGREEMENT

This CHANGE IN CONTROL AGREEMENT (the ?Agreement?) is entered into effective as of ______, 200__ (the ?Effective Date?), by and between HOLLY CORPORATION, a Delaware corporation (the ?Company?) and ___________ (the ?Employee?).

WHEREAS, the Employee is currently employed as the __________ of the Company and is an integral part of its management;

WHEREAS, the Company considers it essential to the best interests of its shareholders to foster the continuous employment of key management personnel such as Employee;

WHEREAS, the Company recognizes that the possibility of a change in control of the Company will cause uncertainty and distract the Employee from his assigned duties to the detriment of the Company and its shareholders; and

WHEREAS, the Board of Directors of the Company (the ?Board?) has determined that appropriate steps should be taken to reinforce and encourage the Employee?s continued attention and dedication to the Employee?s assigned duties in the event of a change in control of the Company.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration, the Employee and the Company hereby agree as follows:

Section 1: Definitions

The following terms shall have the meanings set forth below whenever used herein:

(a) ?Affiliate? shall mean a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, a specified person.

(b) ?Base Salary? shall mean the amount Employee was entitled to receive as salary on an annualized basis immediately prior to termination of Employee?s employment (or, if greater, immediately prior to a Change in Control), including any amounts deferred pursuant to any deferred compensation program, but excluding all bonus, overtime, welfare benefit premium

reimbursement and incentive compensation, payable by the Company as consideration for the Employee?s services.

(c) ?Beneficial Owner? shall mean the beneficial owner of a security as determined pursuant to Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended.

(d) ?Bonus? shall mean an amount equal to the average of the annual bonus amount actually paid to the Employee for the previous three (3) years (or if employed for less than 3 years, the average bonus amount actually paid to the Employee for the years employed).

(e) ?Cause? shall mean the Employee?s (i) engagement in any act of willful gross negligence or willful misconduct on a matter that is not inconsequential, as reasonably determined by the Board in good faith, or (ii) conviction of a felony. For purposes hereof, no act or failure to act, on the Employee?s part, shall be deemed ?willful? if the Employee reasonably believed such acts or omissions were in the best interests of the Company.

(f) ?Change in Control? shall mean the occurrence of one of the following:

(i) Any Person, or more than one Person acting as a group (as defined in Treasury regulation 1.409A-3(g)(5)(v)(B)), other than (1) the Company or any of its Subsidiaries, (2) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (3) an underwriter temporarily holding securities pursuant to an offering of such securities, or (4) a corporation (or other entity) owned, directly or indirectly, by stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates) representing (A) more than fifty percent (50%) of the combined voting power of the Company?s then outstanding securities, or (B) more than fifty percent (50%) of the then outstanding common stock of the Company, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in Section 1(f)(iii)(A) below.

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