Exhibit 10.1 




VALERO GP, LLC 

AMENDED AND RESTATED 

2000 LONG-TERM INCENTIVE PLAN 




Amended and Restated as of October 11, 2004 



	SECTION 1.	  	Purpose of the Plan.  






The Valero GP, LLC 2000 Long-Term
Incentive Plan (the “Plan”) is intended to promote the interests of Valero L.P.,
a Delaware limited partnership (the “Partnership”), by providing to employees
and directors of Valero GP, LLC, a Delaware limited liability company (the
“Company”), and its Affiliates who perform services for the Partnership and its
subsidiaries incentive awards for superior performance that are based on Units. The Plan
is also intended to enhance the Company’s and its Affiliates’ ability to attract
and retain employees whose services are key to the growth and profitability of the
Partnership, and to encourage them to devote their best efforts to the business of the
Partnership, thereby advancing the Partnership’s interests. 




	SECTION 2. 	  	Definitions.  






	  	  	As used
in the Plan, the following terms shall have the meanings set forth below:  






	  	2.1 	  	
“Affiliate” means, with respect to any Person, any other Person that directly or
indirectly, through one or more intermediaries, controls, is controlled by or is under
common control with, the Person in question. As used herein, the term
“control” means the possession, direct or indirect, of the power to
direct or cause the direction of the management and policies of a Person, whether through
ownership of voting securities, by contract or otherwise. 






	  	2.2 	  	
“Award” means a grant of one or more Options or Restricted Units pursuant to the
Plan, and any tandem DERs granted with respect to such Award. 






	  	2.3  	  	"Board"
means the Board of Directors of the Company. 






	  	2.4  	  	"Cause"
means: 






	  	  	(i) 	  	fraud
or embezzlement on the part of the Participant;  






	  	  	(ii) 	  	conviction
of or the entry of a plea of nolo contendere by the           Participant to any
felony;  






	  	  	(iii)  	  	gross
insubordination or a material breach of, or the willful failure or refusal
                    by the Participant to perform and discharge his duties,
responsibilities or                     obligations (other than by reason of disability
or death) that is not corrected                     within 30 days following written
notice thereof to the Participant, such                     notice to state with
specificity the nature of the breach, failure or refusal;                     or  






	  	  	(iv)  	  	any
act of willful misconduct by the Participant that (a) is intended to result
                    in substantial personal enrichment of the Participant at the expense
of the                     Partnership, the Company or any of their Affiliates, or (b)
has a material                     adverse impact on the business or reputation of the
Partnership, the Company or                     any of their Affiliates (such
determination to be made by the Partnership, the                     Company or any of
their Affiliates in the good faith exercise of its reasonable
                    judgment).  













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	  	2.5  	  	“Change
of Control” means, and shall be deemed to have occurred upon the occurrence of one
or more of the following events: (i) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all or substantially all of the
assets of the Company or the Partnership to any Person or its Affiliates, unless
immediately following such sale, lease, exchange or other transfer such assets are owned,
directly or indirectly, by Valero Energy Corporation and its Affiliates or the Company;
(ii) the consolidation or merger of the Partnership or the Company with or into another
Person pursuant to a transaction in which the outstanding voting interests of the Company
is changed into or exchanged for cash, securities or other property, other than any such
transaction where, in the case of the Company, (a) all outstanding voting interest of the
Company is changed into or exchanged for voting stock or interests of the surviving
corporation or entity or its parent and (b) the holders of the voting interests of the
Company immediately prior to such transaction own, directly or indirectly, not less than
a majority of the voting stock or interests of the surviving corporation or entity or its
parent immediately after such transaction and, in the case of the Partnership, Valero
Energy Corporation retains operational control, whether by way of holding a general
partner interest, managing member interest or a majority of the outstanding voting
interests of the surviving corporation or entity or its parent; or (iii) a “person” or
“group” (within the meaning of Sections 13(d) or 14(d)(2) of the Exchange Act)
being or becoming the “beneficial owner” (as defined in Rules 13d-3 and 13d-5
under the Exchange Act) of more than 50% of all voting interests of the Company then
outstanding, other than (a) in a merger or consolidation which would not constitute a
Change of Control under clause (ii) above and (b) Valero Energy Corporation and its
Affiliates.  






	  	2.6  	  	“Committee” means
the Compensation Committee of the Board or such other committee of the Board appointed to
administer the Plan.  






	  	2.7  	  	“DER” means
a contingent right, granted in tandem with a specific Restricted Unit, to receive an
amount in cash equal to the cash distributions made by the Partnership with respect to a
Unit during the period such Restricted Unit is outstanding.  






	  	2.8  	  	"Director"
means a "non-employee director" of the Company, as defined in Rule 16b-3. 






	  	2.9  	  	"Employee"
means any employee of the Company or an Affiliate, as determined by the Committee. 






	  	2.10  	  	"Exchange
Act" means the Securities Exchange Act of 1934, as amended. 






	  	2.11  	  	“Fair
Market Value” means the closing sales price of a Unit on the New York Stock Exchange
on the applicable date (or if there is no trading in the Units on such date, on the next
preceding date on which there was trading). If Units are not publicly traded at the time
a determination of fair market value is required to be made hereunder, the determination
of fair market value shall be made in good faith by the Committee.  







	  	2.12  	  	“Good
Reason” means:  






	  	  	  	(i)  	  	 a
reduction in the Participant’s annual base salary;   






	  	  	  	(ii)  	  	 failure
to pay the Participant any compensation due under an employment           agreement, if
any;  







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	  	  	  	(iii)  	  	 failure
to continue to provide benefits substantially similar to those then
               enjoyed by the Participant unless the Partnership, the Company or their
               Affiliates provide aggregate benefits equivalent to those then in effect;
or  






	  	  	  	(iv)  	  	 failure
to continue a compensation plan or to continue the Participant’s
               participation in a plan on a basis not materially less favorable to the
               Participant, subject to the power of the Partnership, the Company or their
               Affiliates to amend such plans in their reasonable discretion  






	  	  	  	(v)  	  	 the
Partnership, the Company or their Affiliates purported termination of the
               Participant’s employment for Cause or disability not pursuant to a
               procedure indicating the specific provision of the definition of Cause
contained                in this Plan as the basis for such termination of employment;  






	  	  	  	  	The Participant
may not terminate for Good Reason unless he has given written notice delivered to the
Partnership, the Company or their Affiliates, as appropriate, of the action or inaction
giving rise to Good Reason, and if such action or inaction is not corrected within thirty
(30) days thereafter, such notice to state with specificity the nature of the breach,
failure or refusal.  






	  	2.13  	  	"Option"
means an option to purchase Units as described in Section 6.1. 






	  	2.14  	  	"Participant"
means any Employee or Director granted an Award under the Plan. 







	  	2.15  	  	[reserved]  






	  	2.16  	  	“Person” means
an individual or a corporation, limited liability company, partnership, joint venture,
trust, unincorporated organization, association, government agency or political
subdivision thereof or other entity.  






	  	2.17  	  	“Restricted
Period” means the period established by the Committee with respect to the vesting of
an Award during which the Award either remains subject to forfeiture or is not
exercisable by the Participant.  






	  	2.18  	  	“Restricted
Unit” means a phantom unit granted under the Plan which is equivalent in value and
in divided and interest rights to a Unit, and which upon or following vesting entitles
the Participant to receive a Unit .  






	  	2.19  	  	“Rule
16b-3” means Rule 16b-3 promulgated by the SEC under the Exchange Act, or any
successor rule or regulation thereof as in effect from time to time.  






	  	2.20  	  	"SEC"
means the Securities and Exchange Commission. 






	  	2.21  	  	"Unit"
means a common unit of the Partnership. 







	SECTION 3. 	  	Administration.  






Annual grant levels for Participants
will be recommended by the Chief Executive Officer of the Company, subject to the review
and approval of the Committee. The Plan shall be administered by the Committee. A majority
of the Committee shall constitute a quorum, and the acts of the members of the Committee
who are present at any meeting thereof at which a quorum is present, or acts unanimously
approved by the members of the Committee in writing, shall be the acts of the Committee.
Subject to the terms of the Plan and applicable law, and in addition to other express
powers and authorizations conferred on the Committee by the Plan, the Committee shall have
full power and authority to: (i) designate Participants; (ii) determine the type or types
of Awards to be granted to a Participant; (iii) determine the number of Units to be
covered by Awards; (iv) determine the terms and conditions of any Award; (v) determine
whether, to what extent, and under what circumstances Awards may be settled, exercised,
canceled, or forfeited; (vi) interpret and administer the Plan and any instrument or
agreement relating to an Award made under the Plan; (vii) establish, amend, suspend, or
waive such rules and regulations and appoint such agents as it shall deem appropriate for
the proper administration of the Plan; and (viii) make any other determination and take
any other action that the Committee deems necessary or desirable for the administration of
the Plan. Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations, and other decisions under or with respect to the Plan or
any Award shall be within the sole discretion of the Committee, may be made at any time
and shall be final, conclusive, and binding upon all Persons, including the Company, the
Partnership, any Affiliate, any Participant, and any beneficiary of any Award. 




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	SECTION 4. 	  	Units Available for Awards.  






	  	4.1  	  	 Units
Available. Subject to adjustment as provided in Section 4.3, the number of Units with
respect to which Awards may be granted under the Plan is 250,000. If any Award is
forfeited or otherwise terminates or is canceled without the delivery of Units, then the
Units covered by such Award, to the extent of such forfeiture, termination, or
cancellation, shall again be Units with respect to which Awards may be granted.  






	  	4.2  	  	 Sources
of Units Deliverable Under Awards. Any Units delivered pursuant to an Award shall
consist, in whole or in part, of Units acquired in the open market, from any Affiliate,
the Partnership or any other Person, or any combination of the foregoing, as determined
by the Committee in its discretion.  






	  	4.3  	  	 Adjustments.
If the Committee determines that any distribution (whether in the form of cash, Units,
other securities, or other property), recapitalization, split, reverse split,
reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or
exchange of Units or other securities of the Partnership, issuance of warrants or other
rights to purchase Units or other securities of the Partnership, or other similar
transaction or event affects the Units such that an adjustment is determined by the
Committee to be appropriate in order to prevent dilution or enlargement of the benefits
or potential benefits intended to be made available under the Plan, then the Committee
shall, in such manner as it may deem equitable, adjust any or all of (i) the number and
type of Units (or other securities or property) with respect to which Awards may be
granted, (ii) the number and type of Units (or other securities or property) subject to
outstanding Awards, and (iii) if deemed appropriate, make provision for a cash payment to
the holder of an outstanding Award; provided, that the number of Units subject to any
Award shall always be a whole number.  







	SECTION 5.  	  	Eligibility.  






Any Employee and Director shall be
eligible to be designated a Participant. 




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	SECTION 6. 	  	 Awards. 






	  	6.1  	  	Options.
The Committee shall have the authority to determine the Employees and Directors to whom
Options shall be granted, the number of Units to be covered by each Option, the purchase
price therefor and the conditions and limitations applicable to the exercise of the
Option, including the following terms and conditions and such additional terms and
conditions, as the Committee shall determine, that are not inconsistent with the
provisions of the Plan.  






	  	  	  	(i)  	  	 Exercise
Price. The purchase price per Unit purchasable under an Option                shall
be determined by the Committee at the time the Option is granted but shall
               not be less than its Fair Market Value as of the date of grant.  






	  	  	  	(ii)  	  	 Time
and Method of Exercise. The Committee shall determine the Restricted
               Period (i.e., the time or times at which an Option may be exercised
in                whole or in part) and the method or methods by which payment of the
exercise                price with respect thereto may be made or deemed to have been
made which may                include, without limitation, cash, check acceptable to the
Company, a                “cash-broker” exercise (through procedures approved
by the Company),                other securities or other property, a note from the
Participant (in a form                acceptable to the Company), or any combination
thereof, having a Fair Market                Value on the exercise date equal to the
relevant exercise price.  






	  	  	  	(iii)  	  	 Term.
Subject to earlier termination as provided in the grant agreement                or the
Plan, each Option shall expire on the 10th  anniversary of its
               date of grant.  






	  	  	  	(iv)  	  	 Forfeiture.
Except as otherwise provided in this Plan, in the terms of an                Award
agreement, or in a written employment agreement (if any) between the
               Participant and the Company or one of its Affiliates, upon termination of
a                Participant’s employment with the Company or its Affiliates for any
reason                (other than for retirement, death or disability of the Participant
(see                Section 6.3(ix) below)) during the applicable Restricted Period,
all                Options which remain unexercised, whether vested or unvested, shall be
forfeited                by the Participant at the close of business on the date of the
               Participant’s termination of employment. The Committee or the Chief
               Executive Officer may waive in whole or in part such forfeiture with
respect to                a Participant’s Options.  






	  	6.2  	  	Restricted
Units. The Committee shall have the authority to determine the Employees and
Directors to whom Restricted Units shall be granted, the number of Restricted Units to be
granted to each such Participant, the duration of the Restrict Period (if any), the
conditions under which the Restricted Units may become vested (which may be immediate
upon grant) or forfeited, and such other terms and conditions as the Committee may
establish respecting such Awards, including whether DERs are granted with respect to such
Restricted Units.  







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	  	  	  	(i)  	  	 DERs.
To the extent provided by the Committee, in its discretion, a grant                of
Restricted Units may include a tandem DER grant, which may provide that such
               DERs shall be paid directly to the Participant, be credited to a
bookkeeping                account (with or without interest in the discretion of the
Committee) subject to                the same restrictions as the tandem Award, or be
subject to such other                provisions or restrictions as determined by the
Committee in its discretion.  






	  	  	  	(ii)  	  	 Forfeiture.
Except as otherwise provided in this Plan, in the terms of an                Award
agreement, or in a written employment agreement (if any) between the
               Participant and the Company or one of its Affiliates, upon termination of
a                Participant’s employment with the Company or its Affiliates for any
reason                (other than for retirement, death or disability of the Participant
(see                Section 6.3(ix) below)) during the applicable Restricted Period,
all                Restricted Units shall be forfeited by the Participant at the close of
business                on the date of the Participant’s termination of employment.
The Committee                or the Chief Executive Officer may waive in whole or in part
such forfeiture                with respect to a Participant’s Restricted Units.  






	  	  	  	(iii)  	  	 Lapse
of Restrictions. Upon the vesting of each Restricted Unit, the
               Participant shall be entitled to receive from the Company one Unit subject
to                the provisions of Section 8.2.  






	  	6.3  	  	General.  






	  	  	(i)  	  	Awards
May be Granted Separately or Together. Awards may, in the
                    discretion of the Committee, be granted either alone or in addition
to, in                     tandem with, or in substitution for any other Award granted
under the Plan or                     any award granted under any other plan of the
Company or any Affiliate,                     including the Annual Incentive Plan or the
Intermediate Incentive Compensation                     Plan. Awards granted in addition
to or in tandem with other Awards or awards                     granted under any other
plan of the Company or any Affiliate may be granted                     either at the
same time as or at a different time from the grant of such other
                    Awards or awards.  






	  	  	(ii)  	  	Limits
on Transfer of Awards. No Award and no right under any such Award
                    may be assigned, alienated, pledged, attached, sold or otherwise
transferred or                     encumbered by a Participant otherwise than by will or
by the laws of descent and                     distribution and any such purported
assignment, alienation, pledge, attachment,                     sale, transfer or
encumbrance shall be void and unenforceable against the                     Company or
any Affiliate.  






	  	  	(iii)  	  	Terms
of Awards. The term of each Award shall be for such period as may
                    be determined by the Committee.  







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	  	  	(iv)  	  	Unit
Certificates. All certificates for Units or other securities of the
                    Partnership delivered under the Plan pursuant to any Award or the
exercise                     thereof shall be subject to such stop transfer orders and
other restrictions as                     the Committee may deem advisable under the Plan
or the rules, regulations, and                     other requirements of the SEC, any
stock exchange upon which such Units or other                     securities are then
listed, and any applicable federal or state laws, and the                     Committee
may cause a legend or legends to be put on any such certificates to
                    make appropriate reference to such restrictions.  






	  	  	(v)  	  	Consideration
for Grants. Awards may be granted for no cash consideration                     or
for such consideration as the Committee determines including, without
                    limitation, such minimal cash consideration as may be required by
applicable                     law.  






	  	  	(vi)  	  	Delivery
of Units or other Securities and Payment by Participant of
                    Consideration. Notwithstanding anything in the Plan or any grant
agreement                     to the contrary, delivery of Units pursuant to the exercise
or vesting of an                     Award may be deferred for any period during which,
in the good faith                     determination of the Committee, the Company is not
reasonably able to obtain                     Units to deliver pursuant to such Award
without violating the rules or                     regulations of any applicable law or
securities exchange. No Units or other                     securities shall be delivered
pursuant to any Award until payment in full of any                     amount required to
be paid pursuant to the Plan or the applicable Award                     Agreement
(including, without limitation, any exercise price or any tax
                    withholding) is receivable by the Company. Such payment may be made
by such                     method or methods and in such form or forms as the Committee
shall determine,                     including, without limitation, cash, other Awards,
withholding of Units, or any                     combination thereof; provided that the
combined value, as determined by the                     Committee, of all cash and cash
equivalent and the Fair Market Value of any such                     Units or other
property so tendered to the Company, as of the date of such                     tender,
is at least equal to the full amount required to be paid to the Company
                    pursuant to the Plan or the applicable Award agreement.  






	  	  	(vii)  	  	Change
of Control. Upon a Change of Control, all Awards shall
                    automatically vest and become payable or exercisable, as the case may
be, in                     full. In this regard, all Restricted Periods shall terminate
and all performance                     criteria, if any, shall be deemed to have been
achieved at the maximum level.  






	  	  	(viii)  	  	Sale
of Significant Assets. In the event the Company or the Partnership
                    sells or otherwise disposes of a significant portion of the assets
under its                     control, (such significance to be determined by action of
the Board of the                     Company in its sole discretion) and as a consequence
of such disposition (a) a                     Participant’s employment is terminated
by the Partnership, the Company or                     their affiliates without Cause or
by the Participant for Good Reason or (b) as a                     result of such sale or
disposition, the Participant’s employer shall no                     longer be the
Partnership, the Company or one of their Affiliates, then all of                     such
Participant’s Awards shall automatically vest and become payable or
                    exercisable, as the case may be, in full. In this regard, all
Restricted Periods                     shall terminate and all performance criteria, if
any, shall be deemed to have                     been achieved at the maximum level.  







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	  	  	(ix)  	  	Retirement,
Death, Disability. Except as otherwise determined by the
                    Committee and included in the Participant’s Award agreement, if
a                     Participant’s employment is terminated because of retirement,
death or                     disability (with the determination of disability to be made
within the sole                     discretion of the Committee), any Award held by the
Participant shall remain                     outstanding and vest or become exercisable
according to the Award’s                     original terms, provided, however, that
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.  







	SECTION 7. 	  	 Amendment and Termination.  






Except to the extent prohibited by
applicable law and unless otherwise expressly provided in an Award agreement or in the
Plan. 



	  	(i)  	  	Amendments
to the Plan. Except as required by applicable law or the rules                of the
principal securities exchange on which the Units are traded and subject                to
Section 7(ii) below, the Board or the Committee may amend, alter, suspend,
               discontinue, or terminate the Plan in any manner, including increasing the
               number of Units available for Awards under the Plan, without the consent
of any                partner, Participant, other holder or beneficiary of an Award, or
other Person.  






	  	(ii)  	  	Amendments
to Awards. The Committee may waive any conditions or rights                under,
amend any terms of, or alter any Award therefore granted, provided no
               change, other than pursuant to Section 7(iii), in any Award shall
materially                reduce the benefit to Participant without the consent of such
Participant.  






	  	(iii)  	  	Adjustment
of Awards Upon the Occurrence of Certain Unusual or Nonrecurring                Events.
The Committee is hereby authorized to make adjustments in the terms                and
conditions of, and the criteria included in, Awards in recognition of
               unusual or nonrecurring events (including, without limitation, the events
               described in Section 4.3 of the Plan) affecting the Partnership or the
financial                statements of the Partnership, or of changes in applicable laws,
regulations, or                accounting principles, whenever the Committee determines
that such adjustments                are appropriate in order to prevent dilution or
enlargement of the benefits or                potential benefits intended to be made
available under the Plan.  







	SECTION 8.  	  	General Provisions.  






	  	8.1  	  	No
Rights to Awards.  No Person shall have any claim to be granted any Award,  and there is
no  obligation  for  uniformity of                   treatment of Participants.  The
terms and conditions of Awards need not be the same with respect to each Participant. 






	  	8.2  	  	Withholding.
The Company or any Affiliate is authorized to withhold from any Award, from any payment
due or transfer made under any Award or from any compensation or other amount owing to a
Participant the amount (in cash, Units, other securities, Units that would otherwise be
issued pursuant to such Award or other property) of any applicable taxes payable in
respect of the grant of an Award, the lapse of restrictions thereon, or any payment or
transfer under an Award or under the Plan and to take such other action as may be
necessary in the opinion of the Company to satisfy all obligations for the payment of
such taxes.  







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	  	8.3  	  	No
Right to Employment. The grant of an Award shall not be construed as giving a
Participant the right to be retained in the employ of the Company or any Affiliate or to
remain on the Board, as applicable. Further, the Company or an Affiliate may at any time
dismiss a Participant from employment, free from any liability or any claim under the
Plan, unless otherwise expressly provided in the Plan or in any Award agreement.  






	  	8.4  	  	Governing
Law. The validity, construction, and effect of the Plan and any rules and regulations
relating to the Plan shall be determined in accordance with the laws of the State of
Delaware and applicable federal law.  






	  	8.5  	  	Severability.
If any provision of the Plan or any Award is or becomes or is deemed to be invalid,
illegal, or unenforceable in any jurisdiction or as to any Person or Award, or would
disqualify the Plan or any Award under any law deemed applicable by the Committee, such
provision shall be construed or deemed amended to conform to the applicable laws, or if
it cannot be construed or deemed amended without, in the determination of the Committee,
materially altering the intent of the Plan or the Award, such provision shall be stricken
as to such jurisdiction, Person or Award and the remainder of the Plan and any such Award
shall remain in full force and effect.  






	  	8.6  	  	Other
Laws. The Committee may refuse to issue or transfer any Units or other consideration
under an Award if, in its sole discretion, it determines that the issuance or transfer of
such Units or such other consideration might violate any applicable law or regulation,
the rules of the principal securities exchange on which the Units are then traded, or
entitle the Partnership or an Affiliate to recover the entire then Fair Market Value
thereof under Section 16(b) of the Exchange Act, and any payment tendered to the Company
by a Participant, other holder or beneficiary in connection with the exercise of such
Award shall be promptly refunded to the relevant Participant, holder or beneficiary.  






	  	8.7  	  	No
Trust or Fund Created. Neither the Plan nor the Award shall create or be construed to
create a trust or separate fund of any kind or a fiduciary relationship between the
Company or any Affiliate and a Participant or any other Person. To the extent that any
Person acquires a right to receive payments from the Company or any Affiliate pursuant to
an Award, such right shall be no greater than the right of any general unsecured creditor
of the Company or any Affiliate.  






	  	8.8  	  	No
Fractional Units. No fractional Units shall be issued or delivered pursuant to the
Plan or any Award, and the Committee shall determine whether cash, other securities, or
other property shall be paid or transferred in lieu of any fractional Units or whether
such fractional Units or any rights thereto shall be canceled, terminated, or otherwise
eliminated.  







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	  	8.9  	  	Headings.
Headings are given to the Sections and subsections of the Plan solely as a convenience to
facilitate reference. Such headings shall not be deemed in any way material or relevant
to the construction or interpretation of the Plan or any provision thereof.  






	  	8.10  	  	Gender
and Number. Words in the masculine gender shall include the feminine gender, the
plural shall include the singular and the singular shall include the plural.  






	SECTION 9.  	  	 Term of the Plan. 






The Plan shall be effective on the
date of its approval by the Board and shall continue under the date terminated by the
Board or Units are no longer available for grants of Awards under the Plan, whichever
occurs first, provided, however, that notwithstanding the foregoing, no Award shall be
made under the Plan after the tenth anniversary of the Effective Date. However, unless
otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award
granted prior to such termination, and the authority of the Board or the Committee to
amend, alter, adjust, suspend, discontinue, or terminate any such Award or to waive any
conditions or rights under such Award, shall extend beyond such termination date. 




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