exv4w1






Exhibit 4.1




VALERO ENERGY CORPORATION




9.375% Notes due 2019

10.500% Notes due 2039




     Two series of Securities are hereby established pursuant to Section 301 of the Indenture dated
as of June 18, 2004 (the “Indenture”), between Valero Energy Corporation, a Delaware corporation
(the “Company”), and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of
New York), as Trustee (in such capacity, the “Trustee”), as follows (capitalized terms used and not
defined herein shall have the meanings assigned to them in the Indenture, and all references herein
to a Section shall refer to the corresponding Section in the Indenture):


1. The title of the 9.375% Notes due 2019 shall be “9.375% Notes due 2019” (the “2019 Notes”) and
the title of the 10.500% Notes due 2039 shall be “10.500% Notes due 2039” (the “2039 Notes” and,
together with the 2019 Notes, the “Notes”).



2. The initial limit upon the aggregate principal amount of the 2019 Notes that may be
authenticated and delivered under the Indenture (except for 2019 Notes authenticated and delivered
upon registration of transfer of, or in exchange for, or in lieu of, other 2019 Notes pursuant to
Sections 304, 305, 306, 906 or 1207) is $750,000,000, provided, however, that the authorized
aggregate principal amount of the 2019 Notes may be increased above such amount by a Board
Resolution to such effect.



3. The initial limit upon the aggregate principal amount of the 2039 Notes that may be
authenticated and delivered under the Indenture (except for 2039 Notes authenticated and delivered
upon registration of transfer of, or in exchange for, or in lieu of, other 2039 Notes pursuant to
Sections 304, 305, 306, 906 or 1207) is $250,000,000, provided, however, that the authorized
aggregate principal amount of the 2039 Notes may be increased above such amount by a Board
Resolution to such effect.



4. Each series of Notes shall be initially issued as Registered Securities in the form of one or
more global securities under the Indenture. The Depository Trust Company is hereby designated as
the Depository for these global Securities under the Indenture.




     As long as any Note is in global form, then, notwithstanding clause (11) of Section 301 and
the provisions of Section 302, any such global Note shall represent such of the outstanding Notes
as shall be specified therein and may provide that it shall represent the aggregate amount of
outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding
Notes represented thereby may from time to time be reduced to reflect exchanges or redemptions. Any
endorsement of a global Note to reflect the amount, or any increase or decrease in the amount, of
outstanding Notes represented thereby shall be made by the Trustee in such manner and upon
instructions given by such Person or Persons as shall be specified in such Note or in a Company
Order to be delivered to the Trustee pursuant to Section 303. Subject to the provisions of Section
303 and, if applicable Section 304, the Trustee shall deliver and redeliver any Note in permanent
global form in the manner and upon instructions given by the Person or Persons specified in such
Note or in the applicable Company Order. With respect to the Notes of any series that are
represented by a global Note, the Company authorizes the execution and delivery by the Trustee of a
letter of representations or other similar agreement or instrument in the form customarily provided
for by the Depository appointed with respect to such global Note. Any global Note may be deposited
with the Depository or its nominee, or may remain in the custody of the Trustee pursuant to a FAST
Balance Certificate Agreement or similar agreement between the Trustee and the Depository. If a
Company Order has been, or simultaneously is, delivered, any instructions by the Company with
respect to endorsement or delivery or redelivery of a Note in global form shall be in writing but
need not comply with Section 102 and need not be accompanied by an Opinion of Counsel.



     Members of, or participants in, the Depository (“Agent Members”) shall have no rights
under the Indenture with respect to any global Note held on their behalf by the Depository, or the
Trustee as its custodian, or under such



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global Note and the Depository may be treated by the Company, the Trustee and any agent of the
Company or the Trustee as the absolute owner of such global Note for all purposes whatsoever.
Notwithstanding the foregoing, (i) the registered holder of a global Note may grant proxies and
otherwise authorize any Person, including Agent Members and Persons that may hold interests through
an Agent Member, to take any action that a Holder is entitled to take under the Indenture or the
Notes and (ii) nothing herein shall prevent the Company, the Trustee or any agent of the Company or
the Trustee, from giving effect to any written certification, proxy or other authorization
furnished by the Depository or shall impair, as between the Depository and its Agent Members, the
operation of customary practices governing the exercise of the rights of a beneficial owner of any
Note.



     Notwithstanding Section 305, and except as otherwise provided pursuant to Section 301,
transfers of a global Note shall be limited to transfers of such global Note in whole but not in
part, to the Depository, its successors or their respective nominees. Interests of beneficial
owners in a global Note may be transferred in accordance with the rules and procedures of the
Depository. In all other respects, Notes shall be transferred to all beneficial owners in exchange
for their beneficial interest in a Global Security solely as expressly provided in Section 305.



     In connection with any transfer of a portion of the beneficial interest in a global Note to
beneficial owners pursuant hereto and Section 305, the Security Registrar shall reflect on its
books and records the date and a decrease in the principal amount of the global Note of the
applicable series in an amount equal to the principal amount of the beneficial interest in the
global Note to be transferred, and the Company shall execute, and the Trustee upon receipt of a
Company Order for the authentication and delivery of Notes shall authenticate and deliver, one or
more Notes of like tenor and amount.



     In connection with the transfer of an entire global Note to beneficial owners pursuant hereto
and Section 305, the global Security shall be deemed to be surrendered to the Trustee for
cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to
each beneficial owner identified by the Depository in exchange for its beneficial interest in the
global Note, an equal aggregate principal amount of Notes of the applicable series of authorized
denominations.



     Neither the Company nor the Trustee will have any responsibility or liability for any aspect
of the records relating to, or payments made on account of, Notes by the Depository, or for
maintaining, supervising or reviewing any records of the Depository relating to such Notes. Neither
the Company nor the Trustee shall be liable for any delay by the related global Note Holder or the
Depository in identifying the beneficial owners, and each such Person may conclusively rely on, and
shall be protected in relying on, instructions from such global Note Holder or the Depository for
all purposes (including with respect to the registration and delivery, and the respective principal
amounts, of the Notes to be issued).



     Notwithstanding the provisions of Sections 201 and 307, unless otherwise specified as
contemplated by Section 301, payment of principal of, premium (if any) or interest on any global
Note shall be made to the Person or Persons specified in such global Note.


5. The dates on which the principal of the 2019 Notes and the 2039 Notes are payable shall be March
15, 2019 and March 15, 2039, respectively.



6. The rate at which the 2019 Notes shall bear interest shall be 9.375% per annum and the rate at
which the 2039 Notes shall bear interest shall be 10.500% per annum. Interest will be computed on
the basis of a 360-day year of twelve 30-day months. The date from which interest shall accrue for
the Notes shall be March 17, 2009. The Interest Payment Dates on which interest on the Notes shall
be payable are March 15 and September 15, commencing September 15, 2009. Interest on the Notes
shall be payable to the persons in whose name the Notes are registered at the close of business on
the Regular Record Date for such interest payment, except in the case of default interest, which
will be payable as provided in the Indenture. The Regular Record Date for the interest payable on
the Notes on any Interest Payment Date shall be the March 1 and September 1, as the case may be,
immediately preceding such Interest Payment Date. No Additional Amounts shall be payable with
respect to the Notes.




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7. The place or places where the principal of, premium (if any) on and interest on the Notes shall
be payable is at the office or agency of the Paying Agent and Security Registrar in New York, New
York or such other offices or agencies maintained for such purpose as the Company may from time to
time and in accordance with the Indenture designate. If appropriate wire transfer instructions have
been received by the Trustee, not later than 5 Business Days prior to the record date for an
applicable Interest Payment Date, then payments in respect of the Notes evidenced by a global
Security (including principal, premium, if any, and interest) shall be made by wire transfer of
immediately available funds to the accounts specified by the Holder of such global Note. In all
other cases, payment of interest on the Notes may be made at the option of the Company by check
mailed to the address of the person entitled thereto as such address shall appear in the Security
Register.



8. Each series of Notes will be redeemable, in whole or in part, at the option of the Company at
any time, at a redemption price equal to the greater of (i) 100% of the principal amount of the
applicable series of Notes, and (ii) the sum of the present values of the remaining scheduled
payments of principal and interest thereon (not including any portion of such payments of interest
accrued as of the date of redemption) discounted to the date of redemption on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate (as
defined below) plus 50 basis points with respect to the 2019 Notes and 50 basis points with respect
to the 2039 Notes, as calculated by an Independent Investment Banker plus, in each case, accrued
and unpaid interest thereon to the date of redemption.





“Adjusted Treasury Rate” means, with respect to any date of redemption, (i)
the yield, under the heading which represents the average for the immediately
preceding week, appearing in the most recently published statistical release
designated “H.15(519)“or any successor publication which is published weekly by the
Board of Governors of the Federal Reserve System and which establishes yields on
actively traded United States Treasury securities adjusted to constant maturity
under the caption “Treasury Constant Maturities,” for the maturity corresponding to
the Comparable Treasury Issue (if no maturity is within three months before or after
the remaining life, yields for the two published maturities most closely
corresponding to the Comparable Treasury Issue shall be determined and the Adjusted
Treasury Rate shall be interpolated or extrapolated from such yields on a straight
line basis, rounding to the nearest month); or (ii) if such release (or any
successor release) is not published during the week preceding the calculation date
or does not contain such yields, the rate per annum equal to the semi-annual
equivalent yield to maturity of the Comparable Treasury Issue, calculated using a
price for the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such date of redemption. The
Adjusted Treasury Rate shall be calculated on the third Business Day preceding the
date of redemption.




“Comparable Treasury Issue” means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to the
remaining term of the series of Notes to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in pricing
new issues of corporate debt securities of comparable maturity to the remaining term
of such Notes.




“Comparable Treasury Price” means, with respect to any date of redemption,
(i) the average of five Reference Treasury Dealer Quotations for such date of
redemption, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (ii) if the Independent Investment Banker obtains fewer than five
such Reference Treasury Dealer Quotations, the average of all such Reference
Treasury Dealer Quotations.




“Independent Investment Banker” means one of the Reference Treasury Dealers
appointed by the Company to act as the independent investment banker from time to
time.




“Reference Treasury Dealers” means (i) Barclays Capital Inc., BNP Paribas
Securities Corp., Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and UBS
Securities LLC and their respective successors; provided that, if any of the
foregoing shall cease to be a primary U.S. Government securities dealer (a
“Primary Treasury Dealer”), the Company shall substitute
therefor another Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer
selected by the Company.



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“Reference Treasury Dealer Quotations” means, with respect to each Reference
Treasury Dealer and any date of redemption, the average, as determined by the
Independent Investment Banker, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Independent Investment Banker by such Reference Treasury
Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such
date of redemption.


Notice of any redemption will be mailed at least 30 days but not more than 60 days before the date
of redemption to each Holder of the applicable series of Notes to be redeemed. Unless the Company
defaults in payment of the redemption price, on and after the date of redemption, interest will
cease to accrue on the Notes or portions thereof called for redemption.



9. The Notes shall not be entitled to the benefit of any sinking fund, any optional repurchase or
redemption right in favor of any holder thereof or other mandatory repurchase or redemption
provisions.



10. The Notes shall be in substantially the form of Attachment A hereto (the “Form of
Note”).



11. Each Note that is a global Security shall bear the legend set forth on the face of the Form of
Note.





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Attachment A — Form of Note




[FORM OF FACE OF SECURITY]




     [THIS SECURITY IS A GLOBAL SECURITY AS PROVIDED FOR IN THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS SECURITY IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE
DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE
DEPOSITORY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED CIRCUMSTANCES.]*



     [Unless this certificate is presented by an authorized representative of The Depository Trust
Company, a New York corporation (“DTC”), to the issuer or its agent for registration of
transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co.
or such other name as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]*



VALERO ENERGY CORPORATION




[     ]% NOTES DUE [     ]




			
	No. [          ]
	 	$[                                      ]
	REGISTERED
	 	CUSIP No. [                    ]






          VALERO ENERGY CORPORATION, a Delaware corporation (the “Company,” which term includes any
successor Person under the Indenture hereinafter referred to), for value received promises to pay
to Cede & Co. or registered assigns, the principal sum of Dollars [or such
lesser amount as indicated on the schedule of exchanges of Securities,]* on [                    ].




Interest Payment Dates: [                    ] and [                    ]




Regular Record Dates: [                    ] and [                    ]




          Reference is hereby made to the further provisions of this Security set forth in the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.






 




			
	*	 	To be included only if the Security is a Global
Security.




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IN WITNESS WHEREOF, the Company has caused this Security to be signed manually or by facsimile
by its duly authorized officers.




Dated:           ,




	 	 	 	 	 
	 	VALERO ENERGY CORPORATION

 	 
	 	By:  	 	 
	 	 	Michael S. Ciskowski, Executive Vice President and Chief Financial Officer 	 
	 



	 	 	 	 	 
	ATTEST:

 	 	 
	By:  	 	 	 
	 	Jay D. Browning, Senior Vice


President-  Corporate Law and
Corporate Secretary 	 	 
	 



TRUSTEE’S CERTIFICATE OF AUTHENTICATION:





     This is one of the Securities of the series designated therein referred to in the within-mentioned
Indenture.



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

 	 
	Dated:           , 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



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[FORM OF REVERSE OF SECURITY]




VALERO ENERGY CORPORATION




[     ]% NOTES DUE [     ]




          This Security is one of a duly authorized issue of debentures, notes or other evidences of
indebtedness of Valero Energy Corporation, a Delaware corporation (the “Company”), issued
under the Indenture hereinafter referred to and is one of a series of such debentures, notes or
other evidences of indebtedness designated pursuant thereto as [     ]% Notes due [          ] (the
“Securities”) of the Company.





     1. Interest.
The Company promises to pay interest on the principal amount of this Security at
[     ]% per annum from [
                    ] [     ], 2009 until Maturity of the Securities. The Company will pay
interest semiannually on [                    ] and [                    ] of each year (each an “Interest Payment
Date”) and on the Maturity of the Securities, or if any such day is not a Business Day, on the
next succeeding Business Day. Interest on the Securities will accrue from the most recent Interest
Payment Date on which interest has been paid or, if no interest has been paid, from [                    ],
2009; provided that if there is no existing Default in the payment of, or provisions for, interest,
and if this Security is authenticated between a Regular Record Date referred to on the face hereof
(whether or not a Business Day) and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest
Payment Date shall be [                    ], 2009. The interest so payable, and punctually paid or provided
for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest as set forth on the face hereof; provided,
however, that interest payable at Maturity of this Security will be payable to the Person to whom
the principal hereof shall be payable. Any such interest which is so payable, but is not punctually
paid or duly provided for on any Interest Payment Date, shall forthwith cease to be payable to the
registered Holder on such Regular Record Date, and may be paid as more fully provided in the
Indenture. Interest will be computed on the basis of a 360-day year of twelve 30-day months.



     2. Method of Payment. Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for that purpose in New
York, New York, or at such other offices or agencies maintained for such purpose as the Company may
from time to time and in accordance with the Indenture designate, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that (i) payment of interest may, at the option of the Company,
be made (subject to collection) by check mailed to the address of the Person entitled thereto as
such address shall appear on the Security Register or, with respect to Securities evidenced by a
global Security, if appropriate wire transfer instructions have been received in writing by the
Trustee, not later than five Business Days prior to the record date for an applicable Interest
Payment Date, be made by wire transfer of immediately available funds in accordance with such wire
transfer instructions; and (ii) payment of available funds upon surrender of this Security will be
made at the office or agency of the Company maintained for that purpose in New York, New York or at
such additional offices or agencies maintained for such purpose as the Company may from time to
time and in accordance with the Indenture designate.



     3. Certain Office. Initially, The Bank of New York Mellon (in such capacities, the
“Paying Agent” and the “Security Registrar”) will, at its offices located at 101
Barclay Street 7 East, New York, New York 10014, act as the Company’s office or agency solely for
purposes of where the Securities may be presented or surrendered for payment and where the
Securities may be surrendered for registration of transfer or exchange. For all other purposes,
including where notices and demands to or upon the Company in respect of the Securities and the
Indenture may be served, The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank
of New York), the Trustee under the Indenture, will act at its offices located at 601 Travis
Street, 16th Floor, Houston, Texas 77002, Attention: Corporate Trust, re: Valero Energy
Corporation.



     4. Indenture. The Company issued the Securities under an Indenture dated as of June 18, 2004
(the “Indenture”) between the Company and the Trustee. The terms of the Securities include
those stated in the Indenture (including terms defined therein, which terms when used herein,
unless the context requires otherwise, shall have the meanings assigned to such terms in the
Indenture) and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (the “TIA”), as in effect on the date of execution of the Indenture. The Securities



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are subject to all such terms, and Holders are referred to the Indenture and the TIA for a
statement of such terms. The Securities are unsecured general obligations of the Company initially
limited to $[                    ] in aggregate principal amount and will rank on a parity with all
other unsecured and unsubordinated indebtedness of the Company; provided, however, that the
authorized aggregate principal amount of the Securities may be increased above such amount by a
Board Resolution to such effect. The Indenture provides for the issuance of other series of
debentures, notes and other evidences of indebtedness (including the Securities, the “Debt
Securities”) thereunder.



     5. Denominations, Transfer, Exchange. The Securities are in registered form without coupons
and, if not in global form, in denominations of $2,000 and integral multiples of $1,000 in excess
thereof. The transfer of Securities may be registered and Securities may be exchanged as provided
in the Indenture. The Security Registrar and the Trustee may require a Holder, among other things,
to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required
by law or permitted by the Indenture. The Security Registrar need not exchange or register the
transfer of any Securities during the period beginning on the opening of business 15 days before
the day of mailing of a notice of redemption of the Securities and ending at the close of business
on the day of such mailing or of any Securities selected for redemption, except the unredeemed
portion of any Securities being redeemed in part.



     6. Persons Deemed Owners. The registered Holder of a Security shall be treated as its owner
for all purposes.



     7. Redemption. The Securities will be redeemable, in whole or in part, at the option of the
Company at any time, at a redemption price equal to the greater of (i) 100% of the principal amount
of such Securities to be redeemed, and (ii) the sum of the present values of the remaining
scheduled payments of principal and interest thereon (not including any portion of such payments of
interest accrued as of the date of redemption) discounted to the date of redemption on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted
Treasury Rate (as defined below) plus [        ] basis points, as calculated by the Independent
Investment Banker (as defined below) plus, in each case, accrued and unpaid interest thereon to the
date of redemption.




“Adjusted Treasury Rate” means, with respect to any date of redemption, (i) the
yield, under the heading which represents the average for the immediately preceding week,
appearing in the most recently published statistical release designated “H.15(519)” or any
successor publication which is published weekly by the Board of Governors of the Federal
Reserve System and which establishes yields on actively traded United States Treasury
securities adjusted to constant maturity under the caption “Treasury Constant Maturities,”
for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within
three months before or after the remaining life, yields for the two published maturities
most closely corresponding to the Comparable Treasury Issue shall be determined and the
Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight
line basis, rounding to the nearest month); or (ii) if such release (or any successor
release) is not published during the week preceding the calculation date or does not contain
such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable Treasury Price
for such date of redemption. The Adjusted Treasury Rate shall be calculated on the third
Business Day preceding the date of redemption.




“Comparable Treasury Issue” means the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining term of the
Notes to be redeemed that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of such Notes.




“Comparable Treasury Price” means, with respect to any date of redemption, (i) the
average of five Reference Treasury Dealer Quotations for such date of redemption, after
excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the
Independent Investment Banker obtains fewer than five such Reference Treasury Dealer
Quotations, the average of all such Reference Treasury Dealer Quotations.



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“Independent Investment Banker” means one of the Reference Treasury Dealers
appointed by the Company to act as the independent investment banker from time to time.




“Reference Treasury Dealers” means (i) Barclays Capital Inc., BNP Paribas Securities
Corp., Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and UBS Securities LLC and
their respective successors; provided that, if any of the foregoing shall cease to be a
primary U.S. Government securities dealer (a “Primary Treasury Dealer”), the Company
shall substitute therefor another Primary Treasury Dealer; and (ii) any other Primary
Treasury Dealer selected by the Company.




“Reference Treasury Dealer Quotations” means, with respect to each Reference
Treasury Dealer and any date of redemption, the average, as determined by the Independent
Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed
in each case as a percentage of its principal amount) quoted in writing to the Independent
Investment Banker by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the
third Business Day preceding such date of redemption.


Notice of any redemption will be mailed at least 30 days but not more than 60 days before the date
of redemption to each Holder of the Securities to be redeemed. Unless the Company defaults in
payment of the redemption price, on and after the date of redemption, interest will cease to accrue
on the Securities or portions thereof called for redemption.




     8. Amendments and Waivers. Subject to certain exceptions and limitations, the Indenture or
the Securities may be supplemented with the consent of the Holders of not less than a majority in
aggregate principal amount of the outstanding Securities, and any past default under the Indenture
with respect to the Securities, and its consequences, may be waived (other than a default in the
payment of the principal of (or premium, if any) or interest on the Securities or in respect of a
covenant or provision of the Indenture which under Article 9 thereof cannot be modified or amended
without the consent of the Holder of each outstanding Security) by the Holders of not less than a
majority in principal amount of the outstanding Securities in accordance with the terms of the
Indenture. Without the consent of any Holder, the Company and the Trustee may supplement the
Indenture or the Securities (i) to cure any ambiguity, omission, defect or inconsistency, in each
case which shall not be inconsistent with the provisions of the Indenture and which shall not
adversely affect the interest of the Holders of the Securities in any material respect; (ii) to
evidence the assumption by a successor Person of the obligations of the Company under the Indenture
and this Security; (iii) to change or eliminate any restrictions on the payment of principal (or
premium, if any) on Registered Securities, to permit Registered Securities to be exchanged for
Bearer Securities or to permit the issuance of Securities in uncertificated form, provided any such
action shall not adversely affect the interest of the Holders of the Securities in any material
respect; (iv) to add to the covenants of the Company for the benefit of the Holders of the
Securities or Holders of other series of Debt Securities, or to surrender any right or power
conferred by the Indenture upon the Company; (v) to add to, delete from or revise the conditions,
limitations and restrictions on the authorized amount, terms or purpose of issue, authentication
and delivery of the Securities as set forth in the Indenture; or (vi) to evidence and provide for
the acceptance of appointment under the Indenture by a successor Trustee with respect to the
Securities and to add to or change any of the provisions of the Indenture as shall be necessary to
provide for or facilitate the administration of the trusts thereunder by more than one Trustee,
pursuant to the requirements of the Indenture.



          The right of any Holder to participate in any consent required or sought pursuant to any
provision of the Indenture (and the obligation of the Company to obtain any such consent otherwise
required from such Holder) may be subject to the requirement that such Holder shall have been the
Holder of record of any Securities with respect to which consent is required or sought as of a date
fixed in accordance with the terms of the Indenture.



          Subject to certain exceptions and limitations set forth in the Indenture, without the consent
of each Holder affected, the Company may not (i) change the Stated Maturity of the principal of or
any installment of interest on any Security, (ii) reduce the principal amount of, or any premium or
interest on, any Security, (iii) change any Place of Payment where, or the currency in which, any
Security or any premium or interest thereon is payable, (iv) impair the right to institute suit for
the enforcement of any payment with respect to any Security after the Stated Maturity thereof (or,
in the case of redemption, on or after the applicable Redemption Date), (v) reduce the percentage
in principal amount of the outstanding Securities whose Holders must consent to a supplement or
waiver, or reduce the requirements in Section 1504 of the Indenture for quorum or voting, or make
any change in the



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percentage of principal amount of Securities necessary to waive compliance with certain
provisions of the Indenture or (vi) waive a continuing Default or Event of Default in the payment
of principal of or premium (if any) or interest on the Securities.



          A supplemental indenture that changes or eliminates any covenant or other provision of the
Indenture which has expressly been included solely for the benefit of one or more particular series
of Debt Securities under the Indenture, or which modifies the rights of the Holders of Debt
Securities of such series with respect to such covenant or other provision, shall be deemed not to
affect the rights under the Indenture of the Holders of Debt Securities of any other series.




     9. Defaults and Remedies. Events of Default are defined in the Indenture and generally
include: (i) failure to pay principal of or any premium on any Security when due and payable; (ii)
failure to pay any interest on any Security when due and payable, and the continuation of the
default for 30 days; (iii) failure to perform any other covenant, or breach of any warranty, of the
Company in the Indenture, continued for 60 days after written notice is given or received as
provided in the Indenture; and (iv) certain events of bankruptcy, insolvency or reorganization. If
any Event of Default at any time outstanding occurs and is continuing, either the Trustee or the
Holders of at least 25% in aggregate principal amount of the then outstanding Securities may
declare the principal amount of all Securities to be due and payable immediately. At any time after
a declaration or occurrence of acceleration with respect to the Securities has been made, but
before a judgment or decree based on acceleration has been obtained, the Event of Default giving
rise to such declaration of acceleration shall, under certain circumstances, be deemed to have been
waived, and such declaration and its consequences shall be deemed to have been rescinded and
annulled.



          Holders may not enforce the Indenture or the Securities except as provided in the Indenture.
The Trustee may require indemnity reasonably satisfactory to it before it enforces the Indenture or
the Securities. Subject to certain limitations, Holders of a majority in principal amount of the
then outstanding Securities may direct the Trustee in its exercise of any trust or power with
respect to the Securities. The Trustee may withhold from Holders notice of any continuing default
(except a default in payment of principal, premium (if any) or interest) if in good faith it
determines that withholding notice is in their interests. The Company must furnish an annual
compliance certificate to the Trustee.




     10. Discharge Prior to Maturity. The Indenture with respect to the Securities shall be
discharged and canceled upon the payment of all Securities and, as provided in the Indenture, shall
be discharged except for certain obligations upon the irrevocable deposit with the Trustee of funds
sufficient for such payment.



     11. Trustee Dealings with Company. The Trustee, in its individual or any other capacity, may
make loans to, accept deposits from, and perform services for the Company or its Affiliates, and
may otherwise deal with the Company or its Affiliates, as if it were not Trustee.



     12. Authentication. This Security shall not be valid until authenticated by the manual
signature of an authorized signer of the Trustee.



     13. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the
Securities as a convenience to the Holders of the Securities. No representation is made as to the
correctness of such numbers as printed on the Securities and reliance may be placed only on the
other identification numbers printed thereon.



     14. Abbreviations. Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (=
joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and
U/G/M/A (= Uniform gifts to Minors Act).



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     The Company will furnish to any Holder upon written request and without charge a copy of the
Indenture. Request may be made to:


Valero Energy Corporation

One Valero Way

San Antonio, Texas 78249

Telephone: (210) 345-2000

Attention: General Counsel




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SCHEDULE OF EXCHANGES OF SECURITY*




The following exchanges of a part of this global Security for definitive Securities have been made:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Principal amount of	 	Signature of
	 	 	 	 	Amount of decrease in	 	Amount of increase in	 	this global Security	 	authorized officer of
	 	 	 	 	principal amount of	 	principal amount of	 	following such	 	Trustee or Security
	Date of exchange	 	this global Security	 	this global Security	 	decrease (or increase)	 	Registrar







 




			
	*	 	This schedule to be included only if the Security is a
Global Security.




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ASSIGNMENT FORM




          To assign this Security, fill in the form below: (I) or (we) assign and transfer this Security
to                                               (Insert assignee’s social security or tax I.D. number)



      




      




      



(Print or type assignee’s name, address and zip code)




and irrevocably appoint       
                      
                      
                                                                                              
as agent to transfer this Security on the books of the Company. The agent may substitute another to
act for him.



      




	 	 	 	 	 
	Date:                              	 Your Signature:
 	

 	 
	 	 	(Sign exactly as your name appears on the face of this Security) 	 
	 



	 	 	 
	Signature Guarantee:
	 	 
	 
	 	 
	 

	 	(Participant in a Recognized Signature Guaranty Medallion Program)







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