Exhibit 10.6 








	Notice of Grant of Unit Option

and Unit Option Agreement	Valero GP, LLC

ID: 74-2958816

P. O. Box 696000

San Antonio, TX 78269-6000
	 	







	 «First_Name   Middle_Name   Last_Name » 

     «Address_Line_1 » 

     «Address_Line_2 » 	Option Number:

      Plan:


ID:	 «Number » 

 « Plan » 


 « ID » 
	 		
	 		





     



Effective
October 28, 2004, you have been granted an Option to buy
[Shares Granted] Units of Valero L.P. at [Option Price]
per Unit. 



The total Option price of the Units
granted is [Total Option Price]. 



Your Options will vest on the dates shown
below. 




	Units	Grant Date	Vest Type	Full Vest	Expiration
	[1/5 Shares Granted]	 	 	October 28, 2004	 	 	On Vest Date	 	 	10/28/2005	 	 	10/28/2014	 	 
	[1/5 Shares Granted]	 	 	October 28, 2004	 	 	On Vest Date	 	 	10/28/2006	 	 	10/28/2014	 	 
	[1/5 Shares Granted]	 	 	October 28, 2004	 	 	On Vest Date	 	 	10/28/2007	 	 	10/28/2014	 	 
	[1/5 Shares Granted]	 	 	October 28, 2004	 	 	On Vest Date	 	 	10/28/2008	 	 	10/28/2014	 	 
	[1/5 Shares Granted]	 	 	October 28, 2004	 	 	On Vest Date	 	 	10/28/2009	 	 	10/28/2014	 	 






By your signature and the
Company’s signature below, you and the Company agree that the Option referenced above
is granted under and governed by the terms and conditions of the Valero GP, LLC 2000
Long-Term Incentive Plan, as amended, and the Unit Option Agreement attached hereto,
all of which are made a part of this agreement. 



     






		 VALERO GP, LLC











		By:
	 October 28, 2004 

		Curtis V. Anastasio	Date
		President and Chief Executive Officer	










		
	

		 «First_Name»«Middle_Name»«Last_Name» 	Date
		Participant	















Unit Option Agreement 



        THIS
AGREEMENT is between Valero GP, LLC, a Delaware limited liability company (the
“Company”) and the person whose signature is set forth on the signature page
hereof (“Participant”). 




RECITALS 



        WHEREAS,
the Company has adopted the Valero GP, LLC 2000 Long-Term Incentive Plan (the
“Plan”) which provides for the grant of Options to certain Employees and
Directors; and 



        WHEREAS,
the Company wishes to grant to Participant an Option to purchase Units of Valero L.P. (the
“Partnership”) on the terms and conditions specified herein; 



        NOW
THEREFORE, the parties agree as follows (any capitalized terms used herein but not defined
herein shall have the respective meanings given in the Plan): 





        1.
  Option 




              
a.
   
Grant.
  
Subject to the terms and con
ditions of this Agreement and the           Plan, the Company
hereby grants to Participant an Option to purchase all or any           part of the Units
set forth on the signature page hereof, at the exercise price           set forth
thereon. The Option is not intended to be an incentive stock option           within the
meaning of Section 422 of the Internal Revenue Code.  



              
b.
   
Term.
  
The term of the Option shall expire at 11:59 p.m. on the tenth           anniversary of
the Grant Date set forth on the signature page.  



        2.
  
Exercise.
Participant may, subject to the limitations of this Agreement           and the Plan,
exercise all or any portion of the Option by providing written           notice of
exercise to the Company specifying the number of Units with respect to           which
the Option is being exercised and accompanied by payment of the exercise           price
for such Units. The method or methods by which payment of the exercise           price
may be made will include any method acceptable to the Company and the
          Partnership at the time of exercise of the Option.  



        
3.  Retirement,
Death, Disability. If a Participant’s employment is           terminated because
of retirement, death or disability, any Option held by the           Participant shall
remain outstanding and vest or become exercisable according to           the Option’s
original terms.  




        4.
  Limited
Interest.  




              
a.
    
The
grant of the Option shall not be construed as giving Participant any           interest
other than as provided in this Agreement.  




              
b.
         Participant
shall have no rights as a Unit holder as a result of the grant of           the Option,
until the Option is exercised, the exercise price is paid, and the           Units issued
thereunder.  




              
c.
    
The
grant of the Option shall not affect in any way the right or power of the
          Company to make or authorize any or all adjustments, recapitalizations,
          reorganizations, or other changes in the Company’s or the
          Partnership’s capital structure or its business, or any merger,
          consolidation or business combination of the Company or the Partnership’s,
          or any issuance or modification of any term, condition, or covenant of any
bond,           debenture, debt, preferred stock or other instrument ahead of or
affecting the           Units or the rights of the holders thereof, or the dissolution or
liquidation of           the Company or the Partnership, or any sale or transfer of all
or any part of           its assets or business or any other act or proceeding of the
Company or the           Partnership, whether of a similar character or otherwise.  



        5.
  Incorporation
by Reference. The terms of the Plan to the extent not           stated herein are
expressly incorporated herein by reference and in the event of           any conflict
between this Agreement and the Plan, the Plan shall govern.