Speedway SuperAmerica LLC Excess Benefit Plan Amendment

Exhibit 10.32

RECOMMENDATIONS

It is recommended that effective January 1, 2005, the Speedway SuperAmerica LLC Excess Benefit Plan be amended to provide that, in the event a participant separates from service during the 2005 calendar year, the participant’s 2005 benefit accruals will be automatically canceled and distributed in a lump sum on or prior to December 31, 2005.

It is further recommended that effective January 1, 2006, the Speedway SuperAmerica LLC Excess Benefit Plan be amended to provide that:

	•		In the event a participant has not made a distribution election, his or her Excess Retail Sub-Plan Benefit will be distributed as a lump sum; and
	•		Participants must commence their Excess Retail Sub-Plan Benefits following separation from service (in accordance with the distribution rules approved by the Plan Administrator) regardless of whether they have commenced benefits under the qualified Retail Sub-Plan.

Reviewed:

Law		Date
Tax		Date
Approved:
/s/ Larry Echelberger
Senior Vice President		Date