0001193125-04-040548 Sample Contracts

AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF VALERO L.P.
Valero L P • March 12th, 2004 • Pipe lines (no natural gas)

This Amendment No.1, dated as of March 11, 2004 (this “Amendment”), to the Third Amended and Restated Agreement of Limited Partnership of Valero L.P. (the “Partnership Agreement”), is entered into by and among Riverwalk Logistics L.P., a Delaware limited partnership, as the General Partner, and the Limited Partners as provided herein. Each capitalized term used but not otherwise defined herein shall have the meaning assigned to such term in the Partnership Agreement.

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PERFORMANCE AWARD AGREEMENT
Performance Award Agreement • March 12th, 2004 • Valero L P • Pipe lines (no natural gas)

This Performance Award Agreement (the “Agreement”), dated effective January 22, 2003, is by and between Valero Energy Corporation, a Delaware corporation (“Valero”), and Curtis V. Anastasio, a participant (the “Participant”) in Valero’s 2001 Executive Stock Incentive Plan, approved by the Board of Directors of Valero on March 15, 2001, and approved by Valero’s stockholders on May 10, 2001 (as may be amended, the “Plan”), pursuant to and subject to the provisions of the Plan.

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