Form S-8 VALERO ENERGY CORP/TX

As filed with the Securities and Exchange Commission on July 15, 2021

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

VALERO ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

VALERO ENERGY CORPORATION THRIFT PLAN

(FORMERLY VALERO REFINING AND MARKETING COMPANY THRIFT PLAN)

(Full title of the plan)

Richard J. Walsh

Senior Vice President, General Counsel and Secretary

Valero Energy Corporation

One Valero Way

San Antonio, Texas 78249

(Name and address of agent for service)

(210) 345-2000

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

CALCULATION OF REGISTRATION FEE

PART I

REGISTRATION OF ADDITIONAL SECURITIES

This Registration Statement is being filed pursuant to General Instruction E of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), to register the offering of up to an additional 15,000,000 shares of common stock of Valero Energy Corporation (the “Registrant” or “Valero”), par value $0.01 per share (“Common Stock”), issuable pursuant to the Valero Energy Corporation Thrift Plan, as amended (the “Plan”). The contents of the Registration Statements on Form S-8 of Valero filed with the Securities and Exchange Commission (the “SEC”) on July 21, 1997 (File No. 33-31727), September 1, 2004 (File No. 333-118731), and July 20, 2015 (File No. 333-205756) relating to the Plan are incorporated by reference into this Registration Statement, and are supplemented by the information set forth below.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

This Registration Statement incorporates herein by reference the following documents which have been filed by Valero or by the Plan with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (File No. 001-13175):

(5) The Plan’s Annual Report on Form 11-K for the year ended December 31, 2020.

All reports and other documents filed by Valero and the Plan pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, excluding any information furnished by and not filed pursuant to any Current Report on Form 8-K, subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents.

Any statement contained in this Registration Statement, in an amendment hereto or in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed supplement to this Registration Statement or in any document that also is incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Experts

The consolidated financial statements of Valero and subsidiaries as of December 31, 2020 and 2019, and for each of the years in the three-year period ended December 31, 2020, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2020, have been incorporated by reference herein in reliance upon the reports of KPMG LLP, an independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

The statements of net assets available for benefits of the Plan as of December 31, 2020 and 2019, and the related statements of changes in net assets available for benefits for the years then ended, appearing in the Plan’s Annual Report on Form 11-K for the year ended December 31, 2020, have been incorporated by reference herein in reliance upon the reports of KPMG LLP, an independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

The validity of the issuance of the Common Stock offered hereby will be passed upon for Valero by Richard J. Walsh, its Senior Vice President, General Counsel and Secretary. As of July 14, 2021, Mr. Walsh beneficially owned approximately 63,193 shares of Valero’s Common Stock (excluding 15,884.6428 shares indirectly held through the Plan).

Valero’s Amended and Restated Certificate of Incorporation, as amended (the “Restated Certificate of Incorporation”), contains a provision that eliminates the personal liability of a director to Valero and its stockholders for monetary damages for breach of fiduciary duty as a director to the extent currently allowed under the Delaware General Corporation Law. If a director were to breach such duty in performing duties as a director, neither Valero nor its stockholders could recover monetary damages from the director, and the only course of action available to Valero’s stockholders would be equitable remedies, such as an action to enjoin or rescind a transaction involving a breach of fiduciary duty. To the extent certain claims against directors are limited to equitable remedies, the provision in Valero’s Restated Certificate of Incorporation may reduce the likelihood of derivative litigation and may discourage stockholders or management from initiating litigation against directors for breach of their fiduciary duties. Additionally, equitable remedies may not be effective in many situations. If a stockholder’s only remedy is to enjoin the completion of the Board of Directors’ action, this remedy would be ineffective if the stockholder does not become aware of a transaction or event until after it has been completed. In such a situation, it is possible that the stockholders and Valero would have no effective remedy against the directors. Under Valero’s Restated Certificate of Incorporation, liability for monetary damages remains for (i) any breach of the duty of loyalty to Valero or its stockholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) payment of an improper dividend or improper repurchase or redemption of Valero’s stock under Section 174 of the Delaware General Corporation Law, or (iv) any transaction from which the director derived an improper personal benefit.

Under Article V of the Restated Certificate of Incorporation and Article VIII of Valero’s Amended and Restated By-laws as currently in effect (the “Restated By-laws”) and an indemnification agreement with Valero’s officers and directors (the “Indemnification Agreement”), each person who is or was a director or officer of Valero or a subsidiary of Valero, or who serves or served any other enterprise or organization at the request of Valero or a subsidiary of Valero (each, an “Indemnitee”), shall be indemnified by Valero to the full extent permitted by the Delaware General Corporation Law.

Under such law, to the extent that an Indemnitee is successful on the merits in defense of a suit or proceeding brought against the Indemnitee by reason of the fact that he or she is or was a director or officer of Valero, or serves or served any other enterprise or organization at the request of Valero, the Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred in connection with such action.

Under such law, if unsuccessful in defense of a third-party civil suit or a criminal suit, or if such suit is settled, the Indemnitee shall be indemnified against both (a) expenses, including attorneys’ fees, and (b) judgments, fines and amounts paid in settlement if he or she acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of Valero, and, with respect to any criminal action, had no reasonable cause to believe his conduct was unlawful.

If unsuccessful in defense of a suit brought by or in the right of Valero, or if such a suit is settled, the Indemnitee shall be indemnified under such law only against expenses (including attorneys’ fees) actually and reasonably incurred in the defense or settlement of such suit if he or she acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of Valero, except that if the Indemnitee is adjudged to be liable in such a suit for negligence or misconduct in the performance of duties to Valero, the Indemnitee cannot be made whole for expenses unless the court determines that he or she is fairly and reasonably entitled to indemnity for such expenses.

The Indemnification Agreement provides directors and officers with specific contractual assurance that indemnification and advancement of expenses will be available to them regardless of any amendments to or revocation of the indemnification provisions of Valero’s Restated By-laws. The Indemnification Agreement provides for indemnification of directors and officers against both stockholder derivative claims and third-party claims. Sections 145(a) and 145(b) of the Delaware General Corporation Law, which grant corporations the power to indemnify directors and officers, specifically authorize lesser indemnification in connection with derivative claims than in connection with third-party claims. The distinction is that Section 145(a), concerning third-party claims, authorizes expenses and judgments and amounts paid in settlement (as is provided in the Indemnification Agreement), while Section 145(b), concerning derivative suits, generally authorizes only indemnification of expenses. However, Section 145(f) expressly provides that the indemnification and advancement of expenses provided by or granted pursuant to the subsections of Section 145 shall not be exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any agreement. Delaware case law does not directly answer whether Delaware’s public policy would support this aspect of the Indemnification Agreement under the authority of Section 145(f), or would cause its invalidation because it does not conform to the distinctions contained in Sections 145(a) and 145(b).

The Plan provides that, except as otherwise provided by any applicable law, no member of the committee of officers and other employees appointed to administer the Plan (the “Administrative Committee”) shall incur any liability for any action or failure to act, except liability for such member’s own gross negligence or willful misconduct. Valero shall indemnify each member of the Administrative Committee against any and all claims, loss, damages, expenses, and liability arising from any action or failure to act, except when the same is judicially determined to be due to the gross negligence or willful misconduct of such member.

Delaware corporations also are authorized to obtain insurance to protect officers and directors from certain liabilities, including liabilities against which the corporation cannot indemnify its directors and officers. Valero currently has in effect a directors’ and officers’ liability insurance policy.

The Registrant undertakes that the Plan and any amendment thereto have been or will be submitted to the Internal Revenue Service (“IRS”) in a timely manner and all changes required by the IRS for the Plan to be qualified under Section 401 of the Internal Revenue Code have been or will be made.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) of the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

Provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Antonio, the State of Texas, on July 15, 2021.

POWER OF ATTORNEY

Each person whose signature appears below hereby appoints Joseph W. Gorder, Jason W. Fraser and Richard J. Walsh, and each of them, severally, as his or her true and lawful attorney or attorneys-in-fact and agent or agents, each of whom shall be authorized to act with or without the other, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in his or her capacity as a director or officer or both, as the case may be, of Valero Energy Corporation, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and all documents or instruments necessary or appropriate to enable Valero Energy Corporation to comply with the Securities Act of 1933, as amended, and to file the same with the Securities and Exchange Commission, with full power and authority to each of said attorneys-in-fact and agents to do and perform in the name and on behalf of each such director or officer, or both, as the case may be, each and every act whatsoever that is necessary, appropriate or advisable in connection with any or all of the above-described matters and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on July 15, 2021.

Pursuant to the requirements of the Securities Act of 1933, the Valero Energy Corporation Benefit Plans Administrative Committee has duly caused this Registration Statement to be signed on behalf of the Valero Energy Corporation Thrift Plan by the undersigned, hereunto duly authorized, in the City of San Antonio, State of Texas, on July 15, 2021.

Exhibit 5.1

July 15, 2021

Valero Energy Corporation

One Valero Way

San Antonio, Texas 78249

Ladies and Gentlemen:

I am Senior Vice President, General Counsel and Secretary of Valero Energy Corporation, a Delaware corporation (“Valero”), and am acting as Valero’s counsel in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), of a Registration Statement on Form S-8 (the “Registration Statement”) relating to registration under the Securities Act of 15,000,000 shares of Valero’s common stock, par value $0.01 per share (the “Shares”), issuable in connection with the Valero Energy Corporation Thrift Plan (the “Plan”).

In furnishing this opinion, I or members of my staff have examined, among other agreements, instruments and documents, the following: (a) Valero’s certificate of incorporation and by-laws, each as amended through the date of this letter, (b) the Registration Statement and its exhibits and (c) the originals, or copies certified or otherwise identified, of corporate records of Valero, including minute books of Valero, certificates of public officials and of representatives of Valero, statutes and other instruments and documents, as to questions of fact, as I have deemed necessary or appropriate to form a basis for the opinions hereinafter expressed.

For purposes of this opinion, I have assumed (a) that the consideration received by Valero for the Shares will not be less than the par value of the Shares and (b) the genuineness of all signatures on all documents examined by me, and the authenticity of all documents submitted to me as originals and the conformity to the originals of all documents submitted to me as copies.

Based upon and subject to the foregoing, and subject to the assumptions, limitations and qualifications as set forth herein, I am of the opinion that the Shares, when issued, delivered and paid for in accordance with the terms and conditions of the Plan, will be validly issued, fully paid and nonassessable.

This opinion is limited to the original issuance of Shares by Valero and does not cover shares of common stock delivered by Valero out of shares reacquired by it.

I am a member of the Bar of the State of Texas and my opinion is limited to the federal statutory laws of the United States, the laws of the State of Texas and the Delaware General Corporation Law.

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I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to me under the heading “Interests of Named Experts and Counsel” in the Registration Statement. In giving such consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act.

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Valero Energy Corporation:

We consent to the use of our reports dated February 23, 2021, with respect to the consolidated financial statements of Valero Energy Corporation and subsidiaries, and the effectiveness of internal control over financial reporting, incorporated by reference in this registration statement on Form S-8, and to the reference to our firm under the heading “Experts” in this registration statement on Form S-8.

/s/ KPMG LLP

San Antonio, Texas

July 15, 2021

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

Valero Energy Corporation Benefit Plans Administrative Committee

Valero Energy Corporation Thrift Plan:

We consent to the use of our report dated June 25, 2021, with respect to the financial statements and financial statement supplemental Schedule H, Line 4i – Schedule of Assets (Held at End of Year) of the Valero Energy Corporation Thrift Plan, incorporated by reference in this registration statement on Form S-8, and to the reference to our firm under the heading “Experts” in this registration statement on Form S-8.

/s/ KPMG LLP

San Antonio, Texas

July 15, 2021

Exhibit 99.2

AMENDMENT ONE

TO THE

VALERO ENERGY CORPORATION THRIFT PLAN

AS AMENDED AND RESTATED

EFFECTIVE AS OF JUNE 2, 2014

WHEREAS, Valero Energy Corporation (“Valero”) sponsors and maintains the Valero Energy Corporation Thrift Plan, as most recently amended and restated effective as of June 2, 2014 (the “Plan”), for the benefit of its eligible employees and the eligible employees of affiliated companies participating in the Plan from time to time; and

WHEREAS, Valero desires to amend the Plan to: (i) adopt an amendment provided for in the IRS approved group voluntary correction program application filed by Merrill Lynch (the recordkeeper of the Plan) relating to the limitations on investments in the Valero Stock Fund; (ii) provide for the full vesting of matching contributions made on behalf of Flex Employees; (iii) provide for hardship withdrawals to victims of the Louisiana storms that began August 11, 2016; and (iv) adopt certain other clarifying amendments, all as set forth below; and

WHEREAS, Valero may amend the Plan in accordance with Section 19.01 of the Plan; and

WHEREAS, as permitted under the Bylaws of Valero, the Board of Directors of Valero (the “Board”) has delegated to the Chief Executive Officer of Valero the full power and authority of the Board to approve, and cause to be placed into effect, amendments to Valero employee benefit plans, including the Plan.

NOW, THEREFORE, the Plan is hereby amended effective as of January 1, 2016 (unless another effective date is specified herein) in the following respects:

1. Annual Total Salary. Section 1.09 of the Plan (which defines the term “Annual Total Salary”) is hereby amended to exclude payments for unused elective holidays. As amended, the word “and” is deleted from the end of subsection (b) and inserted at the end of subsection (c) and the following subsection (d) is added at the end of Section 1.09, which subsection (d) shall be and read in full as follows:

“(d) pay for unused elective holidays paid to a former Employee following his Severance from Service Date.”

2. VeraSun Employees. Section 1.70 of the Plan (which defines the term, “VeraSun Employees”) is hereby amended to clarify that VeraSun Employees are included within the group of Employees referred to in the Plan as “Renewables Organization Employees.” As amended, the following sentence is added to the end of Section 1.70, which sentence shall be and read in full as follows:

“For clarification purposes, VeraSun Employees are a subset of Renewables

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Organization Employees and, when appropriate within the context of this Plan, the term Renewables Organization Employees shall include VeraSun Employees.”

3. Automatic Enrollment and Escalation of New Hires. Section 5.01 of the Plan is hereby amended to institute automatic enrollment of Employees hired or rehired on or after January 1, 2017, and annual automatic escalation of such Employees’ pre-tax deferrals thereafter. As amended, subsections (c) through (f) are renumbered as (d) through (g) and the following language is inserted as a new subsection (c), which subsection shall be and read in full as follows:

“(c) Automatic Enrollment and Automatic Escalation.

(1) Automatic Enrollment. Notwithstanding the foregoing or any other Plan provision to the contrary, unless an eligible Employee makes an affirmative election otherwise, each eligible Employee who is hired or rehired on or after January 1, 2017, shall be deemed to have made an election to participate in the Plan with a Before-Tax Contribution percentage of 3% of Annual Total Salary (or such other percentage or amount as may be established by the Committee). Such automatic Before-Tax Contributions shall commence within a reasonable period of time (normally with the first pay period following the 60^th day) following the first day that the eligible Employee is eligible to participate in this Plan. During such period and prior to the first such automatic Before-Tax Contribution is made, the Committee (or its designee) shall provide Employees with a notice that explains (A) how the automatic Before-Tax Contributions work, (B) the right of the Employee to opt out or change the automatic election, and (C) the procedure and timing for opting out or changing the automatic election. Such automatic Before-Tax Contribution election shall be administered in accordance with Internal Revenue Service rules or guidelines (including the provision of Employee notices) established for such automatic elections.

(2) Automatic Escalation. With respect to each Participant who (i) was automatically enrolled under subsection (c)(1) above, (ii) has not affirmatively opted out or changed his/her automatic Before-Tax Contribution, and (iii) whose Before-Tax Contribution percentage is less than seven percent (7%), such Participant’s automatic Before-Tax Contribution percentage shall automatically be increased by one percent (1%) each year. Unless the Participant affirmatively elects to opt out of the automatic Before-Tax Contribution increases provided for herein, the automatic increase shall go into effect as of the anniversary of his/her first automatic deferral under subsection (c)(1) above (or such other payroll period as may be determined by the Committee consistent with Internal Revenue Service rules). Such automatic Before-Tax Contribution increases shall continue to be implemented unless and until the earlier of: (i) the date that the Participant affirmatively elects to opt out of such increases, or (ii) the year that the Participant’s Before-Tax Contribution percentage equals seven percent (7%).”

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4. Limitations on Investment in the Valero Stock Fund. Section 8.06 of the Plan is hereby amended in order to participate in the IRS approved group voluntary correction program application filed on behalf of the Plan by Merrill Lynch, the recordkeeper of the Plan, in order to voluntarily correct an administrative error caused by a Merrill Lynch systems error resulting in certain Participants exceeding the limitation on investments in the Valero Stock Fund otherwise required under Section 8.06. As amended, the following paragraph is added to the end of Section 8.06, which paragraph shall be and read in full as follows:

“Notwithstanding the foregoing or anything in this Plan to the contrary, effective as of September 4, 2007, the limitation on the amount of a Participant’s Account that may be invested in the Valero Stock Fund shall not apply to the extent that such limit is exceeded as a result of a Participant’s election made before July 16, 2016, to participate in “Advice Access” (offered by the recordkeeper for the Plan) if such limit was exceeded by the Participant overriding an Advice Access asset allocation recommendation by adding Valero Stock to the asset allocation and holding some Valero Stock outside such program.”

5. Full Vesting of Matching Contributions for Flex Employees. Section 10.02(a) of the Plan, providing for the vesting schedule of Participants’ Matching Accounts, is hereby amended to provide that, effective as of January 1, 2017, the Matching Accounts of all Participants who are active Employees and who are not Renewables Organization Employees (who shall continue to be subject to the 5-year graded vesting schedule provided for in Section 10.02(a)) shall be fully vested. As amended, the following paragraph is hereby added to the end of Section 10.02(a), which paragraph shall be and read in full as follows:

“Notwithstanding the foregoing, effective as of January 1, 2017, each Participant who is an active Employee and is not a Renewables Organization Employee as of such date, shall be 100% vested in his/her Matching Account at all times. From and after January 1, 2017, all new Participants (other than Renewables Organization Employees) shall be 100% vested in his/her Matching Account at all times. Renewables Organization Employees shall continue to be subject to the 5-year graded vesting schedule set forth above.”

6. Financial Necessity Withdrawals. Section 11.07 of the Plan is hereby amended by adding the following subsection (d) at the end of such section in order to permit hardship withdrawals in accordance with Internal Revenue Service Announcement 2016-30 for Participants who were victims of the Louisiana storms that began August 11, 2016. As amended, subsection 11.07(d) of the Plan shall be and read in full as follows:

“(d) Louisiana Storms That Began August 11, 2016. During the period August 11, 2016 through January 17, 2017, a Participant whose principal residence on August 11, 2016 was in one of the parishes that have been identified as part of a covered disaster area because of the devastation caused by the Louisiana storms that began August 11, 2016, may take a financial necessity

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withdrawal from the Participant Accounts listed in subsection (a) above. Withdrawals under this subsection (d) are not subject to the financial necessity restrictions listed in subsection (b) or the six-month suspension from making additional Participant contributions found in subsection (c)(2)(B)(iii). Additionally, documentation of financial necessity is not required at the time a withdrawal under, and by reason of, this subsection (d) is taken; provided that a Participant who receives such a withdrawal may be required to provide documentation of his or her financial need as provided for under Internal Revenue Service Announcement 2016-30, as soon as practicable.”

7. Commencement of Benefits. Section 13.04(c) of the Plan is hereby amended by adding the following sentence at the end of such Section in order to expressly acknowledge the Plan’s consistent administrative practice of requiring that a Participant file a claim for benefits (i.e., affirmatively elect to commence benefits) before the payment of benefits under the Plan will commence, as permitted and provided for in Treasury Regulations §1.401(a)(14). As amended the last sentence of Section 13.04(c) of the Plan shall be and read in full as follows:

“As provided for in Treasury Regulation §1.401(a)(14), in order to commence his/her benefit under this Plan, a Participant must, except as set forth in Section 13.04(a) and 13.04(d), submit an affirmative claim or election for such benefit payment on a form and pursuant to such administrative procedures as the Committee, or its designee, may prescribe from time to time.”

8. Unclaimed Benefits. Section 21.02 of the Plan is hereby amended by deleting such Section in its entirety and replacing it with the following language such that Section 21.02 of the Plan shall be and read in full as follows:

“21.02 Unclaimed Benefits.

The Account of a Participant to whom a benefit is payable under this Plan shall be forfeited if such Participant cannot be located after a reasonable effort is made to locate him/her; provided, that any Account forfeited under this Section shall be reinstated, without adjustment for earnings or losses from the effective time of such forfeiture, and paid to the Participant or his/her Beneficiary, in the event that the Participant or his/her Beneficiary subsequently makes an affirmative claim for such Account. Any amounts forfeited under this Section may be used in the manner provided for in this Plan generally for forfeitures.”

9. Defined Terms. Unless otherwise defined in this Amendment, each of the capitalized terms used herein shall have the meaning given to such term in the Plan.

10. No Further Amendments. Except as expressly amended hereby, the Plan shall remain in full force and effect in accordance with its terms.

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IN WITNESS WHEREOF, Valero has caused this Amendment One to be signed on its behalf by its duly authorized representative this 20th day of December, 2016, to be effective in accordance with the provisions hereof.

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Exhibit 99.3

AMENDMENT TWO

TO THE

VALERO ENERGY CORPORATION THRIFT PLAN

AS AMENDED AND RESTATED

EFFECTIVE AS OF JUNE 2, 2014

WHEREAS, Valero Energy Corporation (“Valero”) sponsors and maintains the Valero Energy Corporation Thrift Plan, as most recently amended and restated effective as of June 2, 2014 (the “Plan”), for the benefit of its eligible employees and the eligible employees of affiliated companies participating in the Plan from time to time; and

WHEREAS, Valero desires to amend the Plan to: (i) clarify the treatment of Participants who transfer to a non-participating affiliated entity; (ii) provide for special financial hardship withdrawals to Employees affected by Hurricane Harvey or the California wildfires; (iii) raise the involuntary cash-out limit to $5,000 and provide automatic mandatory rollovers for applicable Participants; (iv) change the definition of “disability”; and (v) add optional forms of benefit distributions; and

WHEREAS, Valero may amend the Plan in accordance with Section 19.01 of the Plan; and

WHEREAS, as permitted under the Bylaws of Valero, the Board of Directors of Valero (the “Board”) has delegated to the Chief Executive Officer of Valero the full power and authority of the Board to approve, and cause to be placed into effect, amendments to Valero employee benefit plans, including the Plan.

NOW, THEREFORE, the Plan is hereby amended effective as of January 1, 2017 (unless another effective date is specified herein) in the following respects:

1. Severance from Service Date. Section 1.62 of the Plan is hereby amended to replace the phrase “the Employer” with the phrase “the Employer or an Affiliated Employer” each place it occurs.

2. Special Rules. Section 3.02 of the Plan is hereby amended to add the following as new subsections (d) and (e), which subsections shall be and read in full as follows:

“(d) Change to Eligible Status. In the event an Employee who is not eligible to participate in the Plan (either because he is a member of an excluded class of employees or because he is employed by a non-participating Affiliated Employer) becomes an eligible Employee, such Employee shall participate in the Plan immediately if he/she has satisfied the requirements of Section 3.01 and would have otherwise previously become a Participant.

(e) Change to Ineligible Status. An Employee will become ineligible to participate in the Plan when he transfers (l) his employment to a

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non-participating Affiliated Employer, or (2) to a position with the Employer that is within an excluded class of Employees hereunder. A Participant who has become ineligible but has not incurred a Break in Service shall participate in the Plan immediately upon returning to an eligible class of Employees. If such Participant incurs a Break in Service, eligibility shall be determined under the rules in subsection (b).”

3. Hurricane Harvey and California Wildfire Hardship Withdrawals. Section 11.07 of the Plan (“Financial Necessity Withdrawals”) is hereby amended, effective August 23, 2017 and October 8, 2017, to permit special hardship withdrawals to Employees affected by Hurricane Harvey or the California wildfires. As amended, the following new subsections (e) and (f) are added to the end of Section 11.07, which subsections shall be and read in full as follows:

“(e) Hurricane Harvey. During the period August 23, 2017 through January 31, 2018, a Participant whose principal residence or place of employment on August 23, 2017 was in one of the areas identified for individual assistance by the Federal Emergency Management Agency (“FEMA”) because of the devastation caused by Hurricane Harvey, may take a financial necessity withdrawal from the Participant Accounts listed in subsection (a) above. Withdrawals under this subsection (e) are not subject to the financial necessity restrictions listed in subsection (b) or the six-month suspension from making additional Participant contributions found in subsection (c)(2)(B)(iii). Additionally, documentation of financial necessity is not required at the time a withdrawal under, and by reason of, this subsection (e) is taken; provided that a Participant who receives such a withdrawal may be required to provide documentation of his or her financial need as provided for under Internal Revenue Service Announcement 2017-11, as soon as practicable.

(f) 2017 California Wildfires. During the period October 8, 2017 through March 15, 2018, a Participant whose principal residence or place of employment on October 8, 2017 was in one of the areas identified for individual assistance by the Federal Emergency Management Agency (“FEMA”) because of the devastation caused by the California wildfires, may take a financial necessity withdrawal from the Participant Accounts listed in subsection (a) above. Withdrawals under this subsection (f) are not subject to the financial necessity restrictions listed in subsection (b) or the six-month suspension from making additional Participant contributions found in subsection (c)(2)(B)(iii). Additionally, documentation of financial necessity is not required at the time a withdrawal under, and by reason of, this subsection (f) is taken; provided that a Participant who receives such a withdrawal may be required to provide documentation of his or her financial need as provided for under Internal Revenue Service Announcement 2017-15, as soon as practicable.”

4. In-Service Withdrawals. Section 11.01 of the Plan is hereby amended to clarify which Employees are eligible to take in-service withdrawals under Section 11. As amended, Section 11.01 is amended in its entirety, which Section shall be and read in full as follows:

“Only a Participant who is also an Employee of an Employer or an Affiliated Employer may make a withdrawal under this Section 11;”

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5. Eligibility for Loans. Section 12.01(a) of the Plan is hereby amended effective January 1, 2017, to specify that only an Employee of a participating Employer may obtain a loan from the vested portion of his or her Account. As amended, the first sentence of paragraph (a) is deleted in its entirety, and replaced with the following, such that the first sentence of Section 12.01(a) shall be and read in full as follows:

“A “Participant” who is employed by an Employer may obtain a loan from all or any portion of the vested amounts credited to his/her Account.”

6. Definition of Disability. Section 13.01 (b) of the Plan is hereby amended effective January 1, 2018, to specify that a Participant must be receiving disability benefits under the Employer’s Long-Term Disability plan to be considered totally and permanently disabled under this Plan. As amended, paragraph (b) is deleted in its entirely, and replaced with the following language, such that Section 13.01(b) shall be and read in full as follows:

“(b) Effective January 1, 2018, a Participant shall be considered totally and permanently disabled if he or she is receiving benefits under the Employer’s Long-Term Disability Plan.”

7. Methods of Distribution. Section 13.03(b) of the Plan (“Methods of Distribution”) is hereby amended effective January 1, 2018, to permit a Participant to elect any form or combination of forms of distribution except an annuity As amended, paragraph (b) is deleted in its entirety, and replaced with the following language, such that Section 13.03(b) shall be and read in full as follows:

“(b) In lieu of a single sum total distribution pursuant to Section 13.03(a), a Participant or the Beneficiary of a deceased Participant whose Account balance exceeds $5,000 may elect to receive the value of his/her Accounts in any of the following forms or a combination of such forms:

(1) installment payments over the period specified by the Participant or Beneficiary, which period may not exceed the life expectancy of the Participant or Beneficiary (with such life expectancy being determined in accordance with Code section 401(a)(9)(D) and other applicable provisions of the Code). A Participant or Beneficiary who has made an election under this paragraph (b)(1) may revoke such election at any time, by written notice filed with the Plan Administrator. Notwithstanding any provision of the Plan to the contrary, installment payments may only be paid in cash; and

(2) partial distributions in the amount and at the time specified by the Participant or Beneficiary. Partial distributions shall be paid in cash, except that Company Stock held in a Participant or Beneficiary’s ESOP Subaccount may be distributed at the election of the Participant or Beneficiary in whole shares of Company Stock and cash for fractional shares.

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8. Mandatory Rollover Distributions. Section 13.04(a) of the Plan (“Payment of Distributions”), is hereby amended to provide that, effective as of January 1, 2018, vested Account balances equal to or less than $5,000 will be paid out in a single lump sum without the consent of the Participant or Beneficiary. Vested Account balances greater than $1,000 but not in excess of $5,000 will be transferred to an IRA established by the Plan Administrator if the Participant or Beneficiary fails to specify how the distribution should be paid. As amended, paragraph (a) is deleted in its entirety and replaced with the following language, such that Section 13.04(a) shall be and read in full as follows:

“(a) Subject to the provisions of this Section 13.04, distributions pursuant to this Section 13 shall be made to or commenced with respect to the Participant as soon as practicable following the event giving rise to the distribution; provided, however, that if the value of the nonforfeitable portion of the balance credited to the Participant’s Account at the time the distribution is to be made or commenced:

(1) Exceeds $5,000 (or such higher amount as may be permitted by applicable law or regulation) excluding the value of the Participant’s Rollover Account, then such distribution shall not be made without his consent, expect as provided in Section 13.04(d).

(2) Is equal to or less than $5,000 (or such higher amount as may be permitted by applicable law or regulation) excluding the value of the Participant’s Rollover Account but exceeds $1,000, the Account may be distributed to the Participant in a cash lump sum without his or her consent. If the Participant does not elect to either (A) have such distribution transferred directly to an eligible retirement plan in a Direct Rollover or (B) receive such distribution directly, the Administrator will make a cash Direct Rollover of the lump sum distribution to an individual retirement account (as designated by the Administrator) in the terminated Participant’s name.

(3) Is equal to or less than $1,000, the Account may be distributed to the Participant in a cash lump sum without his or her consent.”

9. Distributions Upon Plan Termination. Section 19.03(d) of the Plan (describing available forms of distribution upon Plan termination) is hereby amended, effective January 1, 2018, to conform with the changes made to Section 13.04(a) of the Plan. As amended, Section 19.03(d) is replaced in its entirety with the following language, such that Section 19.03(d) of the Plan shall be and read in full as follows:

“(d) Any distribution on account of the termination of this Plan, must be made only in the form of a lump sum payment or a Direct Rollover; as elected

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by the Participant. Therefore, a Participant’s Account can only he distributed in the following events: (1) the Participant’s Account balance is $1,000 or less, (2) a Participant’s Account balance is more than $1,000 but not more than $5,000, in which case the Administrator will make a direct rollover of the lump sum distribution to an individual retirement account (as designated by the Administrator) in the terminated Participant’s name unless the Participant elects either a lump sum payment or a Direct Rollover, or (3) a Participant’s Account is more than $5,000 but the Plan is not subject to section 412 of the Code, the Plan does not provide for an annuity option and neither the Employer nor any Affiliated Company maintains any other defined contribution plan, other than an employee stock ownership plan (as defined in Code section 4975(e)(7)), in which event distribution can be made without the Participant’s consent in the form of a lump sum payment or a Direct Rollover, as elected by the Participant. Under the circumstances described in clause (3) of the last sentence, except that the Employer or an Affiliated Company does maintain a defined contribution plan, other than an employee stock ownership plan (as defined in Code section 4957(e)(7)), the Participant’s Account may be transferred without the Participant’s consent to the other plan. If a Participant is given the opportunity but fails to make an election as to the form of distribution, he shall be deemed to have elected a lump sum distribution.”

10. Defined Terms. Unless otherwise defined in this Amendment, each of the capitalized terms used herein shall have the meaning given to such term in the Plan.

11. No Further Amendments. Except as expressly amended hereby, the Plan shall remain in full force and effect in accordance with its terms.

IN WITNESS WHEREOF, Valero has caused this Amendment Two to be signed on its behalf by its duly authorized representative this 19th day of December, 2017, to be effective in accordance with the provisions hereof.

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Exhibit 99.4

AMENDMENT THREE

TO THE

VALERO ENERGY CORPORATION THRIFT PLAN

WHEREAS, Valero Energy Corporation (“ Valero” ) sponsors and maintains the Valero Energy Corporation Thrift Plan, as most recently amended and restated effective as of June 2, 2014, and as thereafter amended (the “ Plan” ), for the benefit of its eligible employees and the eligible employees of affiliated companies participating in the Plan from time to time; and

WHEREAS, Valero desires to further amend the Plan, effective as of January 1, 2019, to clarify certain in-service withdrawal provisions and comply with the final hardship distribution regulations, and effective as of January 1, 2020, to permit In-Plan Roth Conversions; and

WHEREAS, Valero may amend the Plan in accordance with Section 19.01 of the Plan; and

WHEREAS, as permitted under the Bylaws of Valero, the Board of Directors of Valero (the “ Board” ) has delegated to the Chief Executive Officer of Valero the full power and authority of the Board to approve, and cause to be placed into effect, amendments to Valero employee benefit plans, including the Plan.

NOW, THEREFORE, the Plan is hereby amended effective as of January 1, 2019, or other specified date, in the following respects:

1. In-Plan Roth Conversions. Article V of the Plan is amended, effective January 1, 2020, to add the following as a new Section 5.06, which shall be and read in full as follows:

“5.06 In-Plan Roth Conversions

(a) A Participant may make an In-Plan Roth Conversion of amounts from his or her vested Account (other than his or her Designated Roth Contribution Account) that are either distributable or non-distributable under the terms of the Plan to an In-Plan Roth Rollover Account. Any such In-Plan Roth Conversion shall be effected by a direct transfer between Accounts within the Plan.

(b) In-Plan Roth Conversions are not considered to be withdrawals or distributions for the following purposes, and with the following implications:

(1) A Plan loan transferred in an In-Plan Roth Conversion without changing the repayment schedule is not treated as a new loan or as a revision to a loan, and the rules set forth in Treasury Regulations section 1.72(p)-1, Q&A-20 shall not apply.

(2) Any amount recharacterized in an In-Plan Roth Conversion shall continue to be taken into account for purposes of determining the cash-out threshold under Plan section 13.04(a).

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(3) In no event shall any distribution right (having to do with timing or form of distribution) available prior to conversion be eliminated as a result of an In-Plan Roth Conversion.”

2. In-Service Withdrawals of Matching Account. Section 11.03 of the Plan is amended to provide that a Participant may take an in-service withdrawal of his/her Matching Account upon completing five (5) years of Continuous Service under the Plan. As amended, Section 11.03 of the Plan shall be and read in full as follows:

“11.03 Withdrawal of the Participant’s Matching Account

Upon completing five (5) years of Continuous Service, a Participant can elect to withdraw, in whole or in part, the value of his/her Matching Account. Further, the Participant is eligible to elect to withdraw under this provision again upon completion of thirty-six (36) months from the date of a previous withdrawal under this provision. The Participant is not automatically suspended from making any contribution to the Plan upon electing a withdrawal under the provisions of this Section 11.03. Section 11.08 coordinates with this Section 11.03.”

3. In-Service Withdrawals of Profit Sharing Account. Section 11.04 of the Plan is amended to provide that a Participant may take an in-service withdrawal of his/her Profit Sharing Account upon completing three (3) years of Continuous Service under the Plan. As amended, Section 11 .04 of the Plan shall be and read in full as follows:

“11.04 Withdrawal ofthe Participant’s Profit Sharing Account

Upon completing three (3) years of Continuous Service, a Participant can elect to withdraw, in whole or in part, the value of his/her Profit Sharing Account. Further, the Participant is eligible to elect to withdraw under this provision again upon completion of thirty-six (36) months from the date of a previous withdrawal under this provision. The Participant is not automatically suspended from making any contribution to the Plan upon electing a withdrawal under the provisions of this Section 11.04. Section 11.08 coordinates with this Section 11.04.”

4. Financial Necessity Withdrawals. Section 11.07 of the Plan is amended to comply with the final hardship withdrawal regulations under Treasury Regulations Section 1.401(k)-1(d). As amended, Section 11.07 ofthe Plan shall be and read in full as follows:

“11.07 Financial Necessity Withdrawals

(a) Upon furnishing proof of a bona fide financial necessity, a Participant may at any time, but no more often than once in any six-month period, withdraw an amount necessary to satisfy the financial necessity. The amount needed to satisfy the financial necessity shall come from the Participant’s Accounts in the following order of priority: the After-Tax Account, Roth 401(k) Account, the earnings on the preceding accounts, the vested portion of the Employer Account and earnings thereon, and the Before-Tax Account and earnings thereon. The following provisions in (b) and (c) shall apply to financial necessity withdrawals.

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(b) Financial Necessity Withdrawal Requirements. In order to obtain a financial necessity withdrawal from a Participant’s Accounts, such Participant must demonstrate: (i) that an immediate and heavy financial need exists, and (ii) that amounts held in the Participant’s Accounts are necessary to satisfy such need.

(1) The determination of whether a Participant has an immediate and heavy financial need shall be made on the basis of all relevant facts and circumstances, as determined by the Plan Administrator or its delegate, in its discretion.

(2) Categories of circumstances under which withdrawals are deemed to constitute an immediate and heavy financial need are:

(A) Expenses for (or necessary to obtain) medical care that would be deductible under Code section 213(d), determined without regard to the limitations in Code section 213(a) (relating to the applicable percentage of adjusted gross income and the recipients of the medical care) provided that, if the recipient of the medical care is not listed in Code section 213(a), the recipient is the Participant’s primary Beneficiary under the Plan;

(B) Costs directly related to the purchase of the Participant’s principal residence (excluding mortgage payments);

(C) Payment of tuition, related educational fees, and room and board expenses, for up to the next 12 months of post-secondary education for the Participant, or the Participant’s spouse, children, or dependents (as defined in Code section 152, as determined without regard to Code sections 152(b)(1), (b)(2) and (d)(l)(B)), or such expenses ofthe Participant’s primary Beneficiary under the Plan;

(D) Payments necessary to prevent eviction of the Participant from the Participant’s principal residence or foreclosure on the mortgage ofthat residence;

(E) Payments for burial or funeral expenses incurred for the Participant’s deceased parent, spouse, children or dependents (as defined in Code section 152, as determined without regard to Code section 152(d)(l)(B)), or for the Participant’s deceased primary Beneficiary under the Plan;

(F) Expenses incurred for the repair of damage to the Participant’s principal residence that would qualify for the casualty deduction under Code section 165 (determined without regard to Code section 165(h)(5) and whether the loss exceeds 10 percent of adjusted gross income); or

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(G) Expenses and losses (including loss of income) incurred by the Participant on account of a disaster declared by the Federal Emergency Management Agency (FEMA) under the Robert T. Stafford Disaster Relief and Emergency Assistance Act, Pub. L. 100-707, provided the Participant’s principal residence or principal place of employment at the time of the disaster was located in an area designated by FEMA for individual assistance with respect to the disaster.

(H) To the extent that the above list of general categories may be expanded in the future through the publication by the Internal Revenue Service of notices or revenue rulings, this Section 0 shall, upon resolution adopted by the Committee, automatically incorporate such additional provisions, effective as of the date of such adoption.

(3) Absent a Participant’s circumstances constituting one of the above categories of this Section (b), the Plan Administrator or its delegate may still permit a financial necessity withdrawal, provided that it determines that the attendant facts and circumstances constitute a “ bona fide financial necessity” in its discretion (i.e., conditions of sufficient severity that a Participant is confronted by present or impending financial strain, etc.).

(4) Any financial necessity withdrawal is permissible only to the extent that the amount of the distribution is not in excess of the amount required to satisfy the financial need (including any amounts necessary to pay any federal, state, or local income taxes or penalties reasonably anticipated to result from the distribution).

(5) A withdrawal shall not be treated as necessary to satisfy an immediate and heavy financial need of a Participant unless each of the following requirements is satisfied:

(A) The Participant has obtained all other currently available distributions (excluding hardship distributions and loans) under the Plan and all other plans of deferred compensation, whether qualified or nonqualified, maintained by the Company;

(B) The Participant has provided to the Plan Administrator, or its delegate, a representation in writing (including using an electronic medium as defined in §1.401(a)-(2l)(e)(3)) that the Participant has insufficient cash or other liquid assets reasonably available to satisfy the need; and

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(C) The Plan Administrator or its delegate, as the case may be, does not have actual knowledge that is contrary to the representation.

(c) A Participant who receives a withdrawal from his Before-Tax Account or Roth 401(k) Account on account of financial necessity before January 1, 2019, shall be suspended from making Section 401(k) Contributions and After-Tax Contributions under this and all other plans of the Corporation and Affiliated Companies for 6 months after receipt of the withdrawal; provided, however, that any suspension of contributions in effect on December 31, 2018, shall end on that date and Participants shall be eligible to resume making Payroll Reduction Contributions effective January 1, 2019.”

5. Defined Terms. Unless otherwise defined in this Amendment, each of the capitalized terms used herein shall have the meaning given to such term in the Plan.

6. No Further Amendments. Except as expressly amended hereby, the Plan shall remain in full force and effect in accordance with its terms.

IN WITNESS WHEREOF, Valero has caused this Amendment to be signed on its behalf by its duly authorized representative this 13^th day of December, 2019, to be effective in accordance with the provisions hereof.

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Exhibit 99.5

AMENDMENT FOUR

TO THE

VALERO ENERGY CORPORATION THRIFT PLAN

WHEREAS, Valero Energy Corporation (“Valero”) sponsors and maintains the Valero Energy Corporation Thrift Plan, as most recently amended and restated effective as of June 2, 2014, and as thereafter amended (the “Plan”), for the benefit of its eligible employees and the eligible employees of affiliated companies participating in the Plan from time to time; and

WHEREAS, Valero desires to further amend the Plan, effective as of April 1, 2020, to exclude from the definition of Annual Total Salary amounts paid to employees under special incentive compensation arrangements; and

WHEREAS, Valero may amend the Plan in accordance with Section 19.01 ofthe Plan; and

WHEREAS, as permitted under the Bylaws of Valero, the Board of Directors of Valero (the “Board”) has delegated to the Chief Executive Officer ofValero the full power and authority of the Board to approve, and cause to be placed into effect, amendments to Valero employee benefit plans, including the Plan.

NOW, THEREFORE, the Plan is hereby amended effective as of April 1, 2020, in the following respects:

1. Annual Total Salary. Section 1.09 of the Plan is hereby amended by deleting the current version of such section in its entirety, and replacing it with the following language, such that said Section 1.09 shall be and read as follows:

“1.09 Annual Total Salary.

“Annual Total Salary” shall mean a Participant’s annual base salary together with overtime pay, commissions, and all other forms of cash compensation received during the Plan Year expressed in annual terms other than:

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2. Defined Terms. Unless otherwise defined in this Amendment, each of the capitalized terms used herein shall have the meaning given to such term in the Plan.

3. No Further Amendments. Except as expressly amended hereby, the Plan shall remain in full force and effect in accordance with its terms.

IN WITNESS WHEREOF, Valero has caused this Amendment to be signed on its behalf by its duly authorized representative this 20^th day of March, 2020, to be effective in accordance with the provisions hereof.

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Exhibit 99.6

AMENDMENT FIVE

TO THE

VALERO ENERGY CORPORATION THRIFT PLAN

WHEREAS, Valero Energy Corporation (“Valero”) sponsors and maintains the Valero Energy Corporation Thrift Plan, as most recently amended and restated effective as of June 2, 2014, and as thereafter amended (the “Plan”), for the benefit of its eligible employees and the eligible employees of affiliated companies participating in the Plan from time to time; and

WHEREAS, Valero desires to further amend the Plan, effective as of December 22, 2020, to provide for special vesting in connection with a reduction in workforce at the Valero Riga Ethanol Plant; and

WHEREAS, Valero may amend the Plan in accordance with Section 19.01 of the Plan; and

WHEREAS, as permitted under the Bylaws of Valero, the Board of Directors of Valero (the “Board”) has delegated to the Chief Executive Officer of Valero the full power and authority of the Board to approve, and cause to be placed into effect, amendments to Valero employee benefit plans, including the Plan.

NOW, THEREFORE, the Plan is hereby amended effective as of December 22, 2020 in the following respect:

1. Special Vesting in Connection with Riga Plan Closing. Appendix A of the Plan is amended to add the following as a new Section A-17, which shall be and read in full as follows:

“A-17 Special Vesting in Connection with Riga Ethanol Plant Workforce Reduction. Effective as of December 22, 2020, the Employer Account of each Participant who: (a) was employed as a Renewables Organization Employee at the Valero Riga Ethanol Plant and whose employment terminated effective November 5, 2020, in connection with a reduction in workforce at that location, and (b) was eligible for the 2020 Valero Riga Ethanol Plant Severance Program, shall be fully vested and nonforfeitable.”

2. Defined Terms. Unless otherwise defined in this Amendment, each of the capitalized terms used herein shall have the meaning given to such term in the Plan.

3. No Further Amendments. Except as expressly amended hereby, the Plan shall remain in full force and effect in accordance with its terms.

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IN WITNESS WHEREOF, Valero has caused this Amendment to be signed on its behalf by its duly authorized representative this 17th day of December, 2020, to be effective in accordance with the provisions hereof.

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