0001104659-06-072827 Sample Contracts

CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • November 8th, 2006 • Valero L P • Pipe lines (no natural gas) • Delaware

AGREEMENT, dated as of the 6th day of November, 2006 (this “Agreement”), by and among Valero L.P., a Delaware limited partnership (the “Partnership”), Valero GP, LLC, a Delaware limited liability company (the “Employer”), and [___] (the “Executive”).

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ADMINISTRATION AGREEMENT BETWEEN VALERO GP HOLDINGS, LLC AND VALERO GP, LLC DATED AS OF July 19, 2006
Administration Agreement • November 8th, 2006 • Valero L P • Pipe lines (no natural gas) • Texas

This ADMINISTRATION AGREEMENT (this “Agreement”) is entered into as of July 19, 2006 and effective as of Effective Date, as defined below, between VALERO GP HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), and VALERO GP, LLC, a Delaware limited liability company (“Valero GP”).

NON-COMPETE AGREEMENT
Non-Compete Agreement • November 8th, 2006 • Valero L P • Pipe lines (no natural gas)

THIS NON-COMPETE AGREEMENT (this “Agreement”) is entered into this 19th day of July, 2006, and effective as of the Effective Time (as defined below), by and among Valero GP Holdings, LLC, a Delaware limited liability company (“Holdings”), Valero L.P., a Delaware limited partnership (the “MLP”), Riverwalk Logistics, L.P., a Delaware limited partnership and general partner of the MLP (“Riverwalk”), and Valero GP, LLC, a Delaware limited liability company and general partner of Riverwalk (“Valero GP” and together with the MLP, Riverwalk, and their respective Subsidiaries, the “Partnership Parties”).

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