0001035002-12-000008 Sample Contracts

SEVERANCE AGREEMENT
Change of Control • February 24th, 2012 • Valero Energy Corp/Tx • Petroleum refining • Delaware

AGREEMENT, dated as of the 18th day of January, 2007 (this “Agreement”), by and between Valero Energy Corporation, a Delaware corporation (the “Company”), and William R. Klesse (the “Executive”).

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3,000,000,000 5-YEAR AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • February 24th, 2012 • Valero Energy Corp/Tx • Petroleum refining • New York

$3,000,000,000 5-YEAR AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of December 5, 2011 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), among VALERO ENERGY CORPORATION, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIBANK, N.A., as Syndication Agent and BNP PARIBAS, MIZUHO CORPORATE BANK, LTD., and THE ROYAL BANK OF SCOTLAND PLC, as Co-Documentation Agents.

CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control • February 24th, 2012 • Valero Energy Corp/Tx • Petroleum refining • Delaware

AGREEMENT, dated as of the 15th day of March, 2007 (this “Agreement”), by and between Valero Energy Corporation, a Delaware corporation (the “Company”), and Kimberly S. Bowers (the “Executive”).

RESTRICTED STOCK AGREEMENT Valero Energy Corporation 2011 Omnibus Stock Incentive Plan
Restricted Stock Agreement • February 24th, 2012 • Valero Energy Corp/Tx • Petroleum refining

This Restricted Stock Agreement (this “Agreement”) is between Valero Energy Corporation, a Delaware corporation (“Valero”), and «FIRST_NAME» «MIDDLE_NAME» «LAST_NAME», an employee of Valero or one of its Affiliates (“Employee”), who agree as follows:

Valero Energy Corporation Deferred Compensation Plan
Elective Deferral Agreement • February 24th, 2012 • Valero Energy Corp/Tx • Petroleum refining

o I hereby elect to defer a portion of my compensation for the period commencing January 1, 2012 and ending December 31, 2012 (the “Plan Year”) as follows:

PERFORMANCE SHARE AGREEMENT
Performance Share Agreement • February 24th, 2012 • Valero Energy Corp/Tx • Petroleum refining

This Performance Share Agreement (the “Agreement”) is entered into as of October 28, 2011, by and between Valero Energy Corporation, a Delaware corporation (“Valero”), and [____________________], a participant (the “Participant”) in Valero's 2011 Omnibus Stock Incentive Plan (as may be amended, the “Plan”), pursuant to and subject to the provisions of the Plan.

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