Common Contracts

17,250,000 Units VALERO GP HOLDINGS, LLC Representing Limited Liability Company Interests UNDERWRITING AGREEMENT

Underwriting Agreement • July 19th, 2006 • Valero Gp Holdings LLC • Pipe lines (no natural gas) • New York

• Contract Type
  Underwriting Agreement
• Filed
  July 19th, 2006
• Company
  Valero Gp Holdings LLC
• Industry
  Pipe lines (no natural gas)
• Jurisdiction
  New York

This is to confirm the agreement among the Company, the Selling Unitholders, Valero Energy Corporation, a Delaware corporation (“Valero Energy” and, together with the Selling Unitholders, the “Selling Unitholder Parties”), and the Underwriters concerning the purchase of the Offered Units from the Selling Unitholders by the Underwriters.

FORM OF UNDERWRITING AGREEMENT 17,250,000 Units VALERO GP HOLDINGS, LLC Representing Limited Liability Company Membership Interests

Underwriting Agreement • June 30th, 2006 • Valero Gp Holdings LLC • Pipe lines (no natural gas) • New York

• Contract Type
  Underwriting Agreement
• Filed
  June 30th, 2006
• Company
  Valero Gp Holdings LLC
• Industry
  Pipe lines (no natural gas)
• Jurisdiction
  New York

This is to confirm the agreement among the Company, the Selling Unitholders, Valero Energy Corporation, a Delaware corporation (“Valero Energy” and, together with the Selling Unitholders, the “Selling Unitholder Parties”), and the Underwriters concerning the purchase of the Offered Units from the Selling Unitholders by the Underwriters.