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EXHIBIT 4.11




GUARANTEE




     GUARANTEE dated as of September 2, 2005 of The Premcor Refining Group Inc., a Delaware
corporation (“Premcor Refining”), for the benefit of J.P. Morgan Trust Company, National
Association (“JPMorgan”) and The Bank of New York Trust Company, N.A., as successor trustee to The
Bank of New York (“BONY”) (collectively, the “Trustees”), and holders (“Holders”) from time to time
of the Notes (as defined herein) of Valero Energy Corporation, a Delaware corporation and the
indirect parent of Premcor Refining (“Valero”).



RECITALS




     WHEREAS, Valero (as successor to Diamond Shamrock, Inc.) and JPMorgan (as successor to The
First National Bank of Chicago) have executed an Indenture dated December 15, 1989 (as supplemented
to date, the “1989 Indenture”), pursuant to which Valero’s (i) 71/4% Debentures due June 15, 2010;
(ii) 83/4% Debentures due June 15, 2015; and (iii) 7.65% Debentures due July 1, 2026 (collectively,
the “1989 Indenture Notes”) were issued;



     WHEREAS, Valero (as successor to Ultramar Diamond Shamrock Corporation) and BONY have executed
an Indenture dated March 15, 1994 (as supplemented to date, the “1994 Indenture”), pursuant to
which the Valero’s (i) 7.20% Senior Notes due October 15, 2017; (ii) 6.75% Senior Notes due October
15, 2037; and (iii) 7.45% Senior Notes due October 15, 2097 (collectively, the “1994 Indenture
Notes”) were issued;



     WHEREAS, Valero and BONY have executed an Indenture dated December 12, 1997 (as supplemented
to date and collectively with the 1989 Indenture and the 1994 Indenture, the “Indentures”),
pursuant to which Valero’s (i) 6.311% CORE Notes due November 30, 2007; (ii) 3.50% Notes due April
1, 2009; (iii) 4.75% Notes due June 15, 2013; (iv) 4.75% Notes due April 1, 2014; (v) 67⁄8% Notes due
April 15, 2007; (vi) 67⁄8% Notes due April 15, 2012; (vii) 73⁄8% Notes due March 15, 2006; (viii) 71/2%
Notes due April 15, 2032; (ix) 6.70% Senior Notes due January 15, 2013; and (x) 83/4% Notes due June
15, 2030 (collectively with the 1989 Indenture Notes and the 1994 Indenture Notes, the “Notes”)
were issued;



     WHEREAS, Premcor Refining desires to provide for the unconditional guarantee by Premcor
Refining of the due and punctual payment of the principal of, premium (if any) and interest on, and
all other amounts due under, the Notes and the Indentures;



     WHEREAS, the board of directors of Premcor Refining have determined that the execution and
delivery hereof and the performance by Premcor Refining of its obligations hereunder reasonably may
be expected to benefit, directly or indirectly, Premcor Refining;



     NOW, THEREFORE, Premcor Refining hereby agrees, for the benefit of each of the Trustees and
for the equal and proportionate benefit of all Holders of the Notes, as follows:



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ARTICLE ONE




THE GUARANTEE





Section 1.01 Guarantee.



     Premcor Refining hereby unconditionally guarantees to the Holders from time to time of the
Notes of each series (a) the full and prompt payment of the principal of and any premium on any
Note of such series when and as the same shall become due, whether at the stated maturity thereof,
by acceleration, redemption or otherwise, and (b) the full and prompt payment of any interest on
and any additional amounts with respect to any Note of such series when and as the same shall
become due, subject in each case to any applicable grace period or notice requirement or both (the
“Guarantee”). Premcor Refining also hereby unconditionally guarantees to each of the Trustees the
full and prompt payment of all amounts due it from Valero under each Indenture. The Guarantee
hereunder constitutes a guarantee of payment and not of collection.



     The obligations of Premcor Refining hereunder with respect to a series of Notes shall be
absolute and unconditional and shall remain in full force and effect until (i) the entire principal
of, premium (if any) and interest on and any additional amounts with respect to the Notes of such
series shall have been paid or provided for in accordance with the provisions of such series and of
the applicable Indenture, and (ii) all amounts due to each of the Trustees under each Indenture
shall have been paid, irrespective of the validity, regularity or enforceability of any Note of
such series or such Indenture, any change or amendment thereto, the absence of any action to
enforce the same, any waiver or consent by any of the Trustees or the Holder of any Note of such
series with respect to any provision of such Note or such Indenture, the recovery of any judgment
against Valero or any action to enforce the same, or any other circumstances that may otherwise
constitute a legal or equitable discharge or defense of a guarantor. Premcor Refining hereby
waives presentment or demand of payment or notice to Premcor Refining with respect to such Note and
the obligations evidenced thereby or hereby. Premcor Refining further waives any right of set-off
or counterclaim it may have against any Holder of a Note arising from any other obligations any
such Holder may have to Valero or Premcor Refining.




Section 1.02 Solvency.



     After giving effect to this Guarantee, Premcor Refining (i) is solvent, has capital not
unreasonably small in relation to its business or any contemplated or undertaken transaction and
has assets having a value both at fair valuation and at present fair saleable value greater than
the amount required to pay Premcor Refining’s debts as they become due and greater than the amount
that will be required to pay Premcor Refining’s probable liability on its existing debts as they
become absolute and matured; (ii) does not intend to incur or believe or should have believed that
it will incur, debts beyond its ability to pay such debts as they become due; (iii) will not be
rendered insolvent by the execution, delivery and performance of its obligations under this
Guarantee; and (iv) does not intend to hinder, delay or defraud its creditors by or through the
execution, delivery or performance of its obligations under this Guarantee.



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Section 1.03 General Limitation on Guarantee Obligations.



     In any action or proceeding involving any state corporate law, or any state or Federal
bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if
the obligations of Premcor Refining under this Guarantee would otherwise be held or determined to
be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account
of the amount of Premcor Refining’s liability under this Guarantee, then, notwithstanding any other
provision hereof to the contrary, the amount of such liability shall, without any further action by
Premcor Refining, any Holder of Notes of a series or any other person, be automatically limited and
reduced to the highest amount that is valid and enforceable and not subordinated to the claims of
other creditors as determined in such action or proceeding.




Section 1.04 Subrogation.



     Premcor Refining shall be subrogated to all rights against Valero of any Holder of Notes of a
series in respect of any amounts paid by Premcor Refining pursuant to the provisions of the
Guarantee; provided, however, that Premcor Refining shall be entitled to enforce, or to receive any
payments arising out of or based upon, such right of subrogation only after the expiration of two
years and one day after the principal of, premium (if any) and interest on and any additional
amounts with respect to all Notes of such series have been paid in full.




Section 1.05 Guarantee for Benefit of Holders.



     The Guarantee is entered into by Premcor Refining for the benefit of each of the Trustees and
the Holders from time to time of the Notes. Such provisions shall not be deemed to create any
right in, or to be in whole or in part for the benefit of, any person other than the Trustees,
Premcor Refining, the Holders from time to time of the Notes and their permitted successors and
assigns.




Section 1.06 No Recourse Against Others.



     A director, officer, employee, stockholder, partner or other owner of Premcor Refining, as
such, shall not have any liability for any obligations of Premcor Refining under the Guarantee or
for any claim based on, in respect of or by reason of such obligations or their creation.



ARTICLE TWO




MISCELLANEOUS





Section 2.01 Trust Indenture Act Controls.



     If any provision of this Guarantee limits, qualifies or conflicts with any provision of the
Trust Indenture Act that is required under such Act to be part of and govern this Guarantee, the
latter provision shall control. If any provision hereof modifies or excludes any provision of the
Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to
apply to this Guarantee, as so modified or excluded, as the case may be.



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Section 2.02 Notices.



     Any notice or communication provided for herein shall be duly given if in writing and
delivered in person or mailed by mail (registered, return receipt requested, first-class postage
prepaid), facsimile or overnight air courier guaranteeing next day delivery, as follows:




	 	(a)	 	If to the Trustees, to the address set forth in the applicable Indenture;
	 
	 	(b)	 	If to Premcor Refining:




The Premcor Refining Group Inc.

One Valero Way

San Antonio, Texas 78249

Attn: Chief Financial Officer

Telephone: (210) 345-2000

Facsimile: (210) 345-2646



     Premcor Refining or any of the Trustees by notice to the other may designate additional or
different addresses for subsequent notices or communications.



     All such notices and communications shall be in writing and shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; 10 business days after being
deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if by facsimile; and
the next business day after timely delivery to the courier, if sent by overnight air courier
guaranteeing next day delivery. If, by reason of the suspension of regular mail service or by
reason of any other cause, it shall be impracticable to give such notice or communication by mail,
then such notice or communication as shall be made with the approval of the Trustees shall
constitute a sufficient notification or communication for every purpose hereunder.




Section 2.03 Date and Time of Effectiveness.



     This Guarantee shall become a legally effective and binding instrument at and as of the date
hereof.




Section 2.04 Notes Deemed Conformed.



     As of the date hereof, the provisions of the Notes shall be deemed to be conformed, without
the necessity for any reissuance or exchange of such Note or any other action on the part of the
Holders of Notes, Valero or any of the Trustees, so as to reflect this Guarantee.




Section 2.05 Successors.



     All agreements of Premcor Refining in this Guarantee shall bind its successors and assigns,
whether or not so expressed.



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Section 2.06 Benefits of Guarantee.



     Nothing in this Guarantee, express or implied, shall give to any person, other than the
parties hereto and their successors hereunder and the Holders of Notes, any benefit or any legal or
equitable right, remedy or claim under this Guarantee.




Section 2.07 Separability.



     In case any provision in this Guarantee shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to
the full extent permitted by law.




Section 2.08 Headings.



     The section headings of this Guarantee have been inserted for convenience of reference only,
are not to be considered a part of this Guarantee and shall in no way modify or restrict any of the
terms or provisions hereof.




Section 2.9 GOVERNING LAW.



     THIS GUARANTEE SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE
STATE OF NEW YORK.




Section 2.10 Amendments.



     This Guarantee may be amended by the parties hereto by an instrument in writing signed on
behalf of each of the parties. Upon the execution of any such amendment, this Guarantee shall be
modified in accordance therewith, and such amendment shall form a part of this Guarantee for all
purposes; and every Holder of Notes shall be bound thereby.




Section 2.11 Counterparts.



     This Guarantee may be executed in two or more counterparts, each of which shall constitute an
original, but all of which when taken together shall constitute the same instrument.




Section 2.12 Trustees Not Responsible for Recitals.



     The recitals herein contained are made by Premcor Refining, and not by the Trustees, and the
Trustees assume no responsibility for the correctness thereof. The Trustees make no
representations as to the validity or sufficiency of this Guarantee.



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     IN WITNESS WHEREOF, The Premcor Refining Group Inc. has caused this Guarantee to be duly
executed as of the day and year first above written.



	 	 	 	 	 
	 	THE PREMCOR REFINING GROUP INC.

 	 
	 	By:  	/s/ Michael S. Ciskowski
 	 
	 	 	Name:  	Michael S. Ciskowski 	 
	 	 	Title:  	Executive Vice President and
Chief Financial Officer 	 
	 




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ACKNOWLEDGED this 2nd day of

September, 2005.




J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee

 




By: /s/ George N. Reaves



 




       Name: George N. Reaves

       Title: Vice President




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ACKNOWLEDGED this 2nd day of

September, 2005.




THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee




 

By: /s/ Patrick T. Giordano



 




       Name: Patrick T. Giordano

       Title: Vice President





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