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                                 EXHIBIT 10.29

                           RESTRICTED STOCK AGREEMENT


This RESTRICTED STOCK AGREEMENT ("Agreement") is between Valero Energy
Corporation, a Delaware corporation ("Valero"), and GREGORY C. KING, an employee
of Valero Energy Corporation or one of its Affiliates ("Employee"), who agree as
follows:

1. INTRODUCTION. Pursuant to the Valero Energy Corporation 2001 Executive Stock
Incentive Plan (the "Plan"), on OCTOBER 29, 2003, the Compensation Committee of
the Board of Directors of Valero ("Compensation Committee") awarded 12,000
SHARES of Common Stock of Valero ("Restricted Stock") under the Plan to Employee
as "Restricted Stock" (as defined in the Plan). The parties hereby enter into
this Agreement to evidence the terms, conditions and restrictions applicable to
the Restricted Stock.

2. THE PLAN, RESTRICTIONS ON TRANSFER. The Plan is incorporated herein by
reference for all purposes, and Employee hereby agrees to the terms and
conditions stated therein applicable to the Restricted Stock and the rights and
powers of Valero and the Compensation Committee as provided therein. In
addition, Employee agrees as follows:

         2.01 Except to the extent otherwise provided in the Plan or this
Agreement, shares of Restricted Stock issued to Employee under the Plan may not
be sold, exchanged, pledged, hypothecated, transferred, garnished or otherwise
disposed of or alienated prior to vesting. Employee agrees that certificates
representing Employee's shares of Restricted Stock may be imprinted with a
legend to this effect.

         2.02 Employee's rights to and interest in the shares of Restricted
Stock described herein shall vest and accrue to Employee in the following
increments: 2,400 shares on October 29, 2004; 2,400 shares on October 29, 2005;
2,400 shares on October 29, 2006; 2,400 shares on October 29, 2007; and 2,400
shares on October 29, 2008. The restrictions described in Section 2 of this
Agreement shall terminate prior to the expiration of such five-year period (i)
upon the retirement, death or total and permanent disability of Employee, or
(ii) if a Change of Control with respect to Valero should occur, as set forth in
Section 8 of the Plan. In the event Employee's employment with Valero is
terminated the provisions set forth in Section 6(h)(vii) of the Plan shall
apply.

         2.03 The Benefits Administration Manager of Valero shall retain all
certificates representing Restricted Stock issued to Employee under the Plan,
together with stock powers executed by the Employee pertaining to such
Restricted Stock, until the restrictions on such Restricted Stock described in
the Plan and this Agreement lapse. The Transfer Agent for the Common Stock of
Valero shall be instructed to like effect in respect of such shares.

         2.04 If shares of Restricted Stock are forfeited, the Compensation
Committee is hereby authorized to direct the surrender of certificates
representing such shares to Valero for cancellation with stock powers executed
by Employee attached thereto.

         2.05 If, as the result of a stock split, stock dividend, combination of
shares or any other change, including an exchange of securities for any reason,
the Employee shall be entitled to new or additional or different shares of stock
or securities, such stock or securities shall be subject to the terms and
conditions of the Plan and this Agreement and the certificate or certificates
for, or other evidences of, such new or additional or different shares or
securities shall be imprinted and deposited by the Employee with the Benefits
Administration Manager of Valero, together with a stock power or other
instrument of transfer appropriately endorsed by Employee.

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3. LIMITATION. The Employee shall have no rights with respect to any shares of
Restricted Stock not expressly conferred by the Plan or this Agreement.

4. MISCELLANEOUS. All capitalized terms contained in this Agreement shall have
the definitions set forth in the Plan unless otherwise defined herein. This
Agreement shall be binding upon the parties hereto and their respective
beneficiaries, heirs, administrators, executors, legal representatives, and
successors.

EFFECTIVE as of the 29th day of October, 2003.

VALERO ENERGY CORPORATION

By: /s/ Mike Crownover
   -------------------
Mike Crownover
Director - Human Resources
10/29/2003


By: /s/ Gregory C. King
    -------------------
Gregory C. King
Employee