Exhibit 10.4 




AWARD AGREEMENT 



        This
Restricted Unit award agreement (“Agreement”), effective as of the date set
forth at the end of this Agreement (“Grant Date”), is between Valero GP, LLC
(the “Company”) and «First_Name» «Middle_Name»
«Last_Name» (“Participant”), a participant in the Valero GP,
LLC 2000 Long-Term Incentive Plan, as amended (the “Plan”). All capitalized
terms contained in this Award shall have the same definitions as are set forth in the Plan
unless otherwise defined herein. The terms of this grant are set forth below. 



     	1. 	
          The Participant is awarded «Shares_Granted» Restricted Units
          under the Plan. Restricted Units are granted hereunder in tandem with an equal
          number of Distribution Equivalent Rights (“DERs”). 



          



     	2. 	
          The Restricted Units granted hereunder are subject to the following Restricted
          Periods, and will vest and accrue to Participant in the following increments:
          [1/5 Shares Granted]Units on
          [first anniversary of Grant Date]; [1/5 Shares Granted]
          Units on [second anniversary of Grant Date];
          [1/5 Shares Granted] Units on
          third anniversary of Grant Date; [1/5 Shares Granted]
          Units on [fourth anniversary of Grant Date]; and
          [1/5 Shares Granted] Units on
          [fifth anniversary of Grant Date]. The restrictions may terminate prior to
          the expiration of such period as set forth in the Plan. Upon the vesting of each
          Restricted Unit awarded under this Agreement, the Participant will be entitled
          to receive an unrestricted common Unit of Valero L.P. 



          



     	3. 	
          DERs with respect to the Restricted Units will be paid to the Participant in
          cash as of each record payment date during the period such Restricted Units are
          outstanding. The DERs are subject to the same restrictions as the Restricted
          Units. 



          



     	4. 	
          If the Participant’s employment is terminated because of retirement, death
          or disability, any Restricted Units held by such Participant which remain
          unvested as of the date of retirement, death or disability shall immediately
          vest and become non-forfeitable as of such date. 



          



     	5. 	
          Neither this Award nor any right under this Award may be assigned, alienated,
          pledged, attached, sold, or otherwise transferred or encumbered by you otherwise
          than by will or by the laws of descent and distribution. 



          



     	6. 	
          The Company will withhold any taxes due from your compensation as required by
          law, which, in the sole discretion of the Compensation Committee, may include
          withholding a number of Restricted Units otherwise payable to you. 



          



     	7. 	
          By accepting this Award, you hereby accept and agree to be bound by all of the
          terms, provisions, conditions, and limitations of the Plan, as amended by the
          First Amendment thereto dated October 15, 2002, and any subsequent amendment or
          amendments, as if it had been set forth verbatim in this Award. 



          



     	8. 	
          This Award shall be binding upon the parties hereto and their respective heirs,
          legal representatives, and successors. 



          



     	9. 	
          This Award is effective as of October 28, 2004. 



          





		VALERO GP, LLC











		By	__________________________________________
			Curtis V Anastasio

President and Chief Executive Officer
			





Accepted: 



_________________ 




«First_Name»
«Middle_Name» «Last_Name»

«Option_Date»