0001035002-04-000033 Sample Contracts

AMENDMENT NO. 3 TO RIGHTS AGREEMENT
Rights Agreement • September 1st, 2004 • Valero Energy Corp/Tx • Petroleum refining • Delaware

This Amendment No. 3, dated as of August 15, 2004 (this “Amendment”), to the Rights Agreement, dated as of July 17, 1997, as amended by Amendment No. 1 to Rights Agreement dated as of May 4, 2001 and Amendment to Rights Agreement effective as of June 30, 2000 (as so amended, the “Rights Agreement”), is by and between Valero Energy Corporation, a Delaware corporation (formerly Valero Refining and Marketing Company) (the “Company”) and Computershare Investor Services, LLC (as successor to Harris Trust and Savings Bank), as Rights Agent (the “Rights Agent”).

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