0001035002-11-000013 Sample Contracts

Valero Energy Corporation Deferred Compensation Plan
2011 Elective Deferral Agreement • February 25th, 2011 • Valero Energy Corp/Tx • Petroleum refining

o I hereby elect to defer a portion of my compensation for the period commencing January 1, 2011 and ending December 31, 2011 (the “Plan Year”) as follows:

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PERFORMANCE SHARE AGREEMENT
Performance Share Agreement • February 25th, 2011 • Valero Energy Corp/Tx • Petroleum refining

This Performance Share Agreement (the “Agreement”) is entered into as of November 17, 2010, by and between Valero Energy Corporation, a Delaware corporation (“Valero”), and [_________], a participant (the “Participant”) in Valero's 2005 Omnibus Stock Incentive Plan (as may be amended, the “Plan”), pursuant to and subject to the provisions of the Plan.

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