VALERO ENERGY CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2008)

Exhibit 10.08

VALERO ENERGY CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2008)

VALERO ENERGY CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

TABLE OF CONTENTS

VALERO ENERGY CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

     WHEREAS, Valero Energy Corporation (the “Company”) established the Valero Energy Corporation Supplemental Executive Retirement Plan (the “Plan”), originally effective January 1, 1983 which provides, for certain highly compensated, management personnel, a supplement to their benefits under the Valero Pension Plan so as to retain their loyalty and to offer a further incentive to them to maintain and increase their standard of performance; and !

     WHEREAS, pursuant to Section 9.1, the Committee may amend the Plan at any time by an instrument in writing; and

     WHEREAS, the Committee has determined that the Plan should be amended and restated to reflect the spinoff of liabilities relating to eligible Employees of NuStar Energy, LLC (formerly Valero GP, LLC) into a separate plan effective as of July 1, 2006, and to make certain other changes consistent with Code section 409A;

     NOW, THEREFORE, the Company amends and restates the Plan as follows:

ARTICLE I

DEFINITIONS

     All defined terms used in the Valero Pension Plan shall have the same meaning for this Plan, except as otherwise set forth below.

     1.1 Accrued Benefit . “Accrued Benefit” means, as of any given date of determination, the Retirement benefit calculated under Section 4.1 with Final Average Compensation, but with the offsets for benefits provided by the Valero Pension Plan and Credited Service determined as of that date.

     1.2 Actuarial Equivalent or Actuarially Equivalent Basis. “Actuarial Equivalent” or “Actuarially Equivalent Basis” means an equality in value of the aggregate amounts expected to be received under different forms of payment based on the same mortality and interest rate assumptions. For this purpose, the mortality and interest rate assumptions used in computing benefits under the Valero Pension Plan will be used. If there is no Valero Pension Plan or successor qualified defined benefit plan, then the actuarial assumptions to be used will be those actuarial assumptions deemed appropriate by the actuarial firm, which last served as independent actuary for the Valero Pension Plan prior to its termination or merger had the Valero Pension Plan remained in existence with its last participant census.

     1.3 Board of Directors. “Board of Directors” means the Board of Directors of Valero.

     1.4 Change in Control. “Change in Control” means the occurrence of one or more of the following events:

     (a) Change in Ownership of Valero . The acquisition by any one person, or more than one person acting as a group (within the meaning of Code § 409A), of ownership of stock of Valero that, together with stock held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of Valero.

     (b) Change in Effective Control of Valero . Either of the following:

(i) The acquisition, during any 12-month period, by any one person, or more than one person acting as a group (within the meaning of Code § 409A), of stock of Valero comprising thirty percent (30%) or more of the total voting power of the stock of Valero; or

(ii) The replacement, during any 12-month period, of a majority of the members of the Board of Directors with directors whose appointment or election is not endorsed by the majority of the members of the Board of Directors before the date of such appointment or election.

     (c) Change in Ownership of a Substantial Portion of Valero’s Assets . The acquisition by any one person, or more than one person acting as a group (within the meaning of Code § 409A), during the 12 month period ending on the date of the most recent acquisition by such person or persons, of assets of Valero that have a total gross fair market value equal to or more than forty percent (40%) of the total gross fair market value of all of the assets of Valero immediately before such acquisition or acquisitions. For purposes of this provision, “gross fair market value” means the value of the assets of Valero, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

The provisions of this Plan relating to a Change in Control shall be interpreted and administered in a manner consistent with Code section 409A.

     1.5 Code. “Code” means the Internal Revenue Code of 1986, as amended from time to time.

     1.6 Company. “Company” means Valero and any Subsidiary adopting the Plan.

     1.7 Committee. “Committee” means the Compensation Committee of the Board of Directors.

     1.8 Covered Compensation. “Covered Compensation” means the average (without indexing) of the Taxable Wage Base for the 35 calendar years ending with the calendar year in which a Participant attains social security retirement age (as defined in Section 415(b)(8) of the Code). A 35-year period shall be used for all Participants regardless of the year of birth of such Participant. In determining a Participant’s Covered Compensation prior to the Participant attaining social security retirement age, it shall be assumed that the Taxable Wage Base in effect at the beginning of the Plan Year in which such determination is made will remain constant for all future years.

     1.9 Credited Service. “Credited Service” means a Participant’s continuing period of employment with a Company (whether or not contiguous), commencing on the first day for which such Participant is paid, or entitled to payment, for the performance of duties with a Company and terminating with the Participant’s final cessation of participation in the Plan. With respect to any full calendar year in which a Participant receives Eligible Earnings in each payroll period as an active employee, he shall be credited with one year of Credited Service. With respect to any partial calendar year in which a Participant receives Eligible Earnings as an active employee (such as the calendar year in which employment commences or participation ceases) he shall be credited with a fraction of a year of Credited Service, in the same proportion that the number of payroll periods during such calendar year that he received Eligible Earnings as an active employee bears to the total number of payroll periods during such year. All partial years of Credited Service shall be aggregated so that a Participant receives credit for all periods of employment regardless of whether the Credited Service is interrupted. Credited Service shall also include, and a Participant shall be credited with, such additional periods of time, if any, as may have been agreed upon by the Participant and a Company in connection with the Participant’s employment, termination or otherwise. Notwithstanding any other provision of this Plan, for purposes of calculating a Participant’s benefit hereunder, Credited Service shall not include any period of service with a Company for which a Participant has received a payment hereunder, or under the Excess Pension Plan, the NuStar SERP, the NuStar Excess Pension Plan, the Ultramar Diamond Shamrock Corporation Supplemental Executive Retirement Plan, or a lump sum payment made prior to January 1, 2002 under the Ultramar Diamond Shamrock Corporation Employees’ Retirement Plan.

     1.10 Eligible Earnings. “Eligible Earnings” means all compensation paid or payable by a Company to the employee in the form of base salary or wages and annual performance related bonuses (whether paid or payable in cash or securities or any combination thereof), including therein any amounts of such base salary or wages and annual bonuses earned which, at the employee’s election, in lieu of a cash payment to him, are contributed to a Plan of Deferred Compensation maintained by the Company. During a leave of absence from work, with or without pay, such as disability leave of absence or personal leave of absence, the Participant’s base rate of pay in effect immediately prior to the leave of absence and his most recent annual bonus amount earned shall be used in computing his Eligible Earnings.

     1.11 Final Average Compensation. “Final Average Compensation” means a Participant’s average monthly Eligible Earnings from any Company for the thirty-six consecutive calendar months that give the highest average monthly rate of Eligible Earnings for the Participant out of all calendar months next preceding the earliest of (a) the date upon which a Participant becomes ineligible for participation in this Plan pursuant to Section 2.2; (b) his Retirement; or (c) the termination of the Plan.

     1.12 Monthly Covered Compensation. “Monthly Covered Compensation” means the quotient resulting from dividing Covered Compensation by 12.

     1.13 Monthly FICA Amount. “Monthly FICA Amount” means the quotient resulting from dividing by 12 the Taxable Wage Base in effect or assumed to be in effect at the beginning of the calendar year in which a Participant attains social security retirement age (as defined in Section 415(b)(8) of the Code).

     1.14 Normal Retirement Date. “Normal Retirement Date” means the first day of the month coincident with or next following the date on which the Participant attains the age of 65 years.

     1.15 NuStar. “NuStar” means NuStar GP, LLC, formerly known as Valero GP, LLC.

     1.16 NuStar Excess Pension Plan. “NuStar Excess Pension Plan” means the NuStar Excess Pension Plan, as amended from time to time, or any successor plan.

     1.17 NuStar SERP. “NuStar SERP” means the NuStar Supplemental Executive Retirement Plan, as amended from time to time, or any successor plan.

     1.18 Participant. “Participant” means either (a) an employee of a Company who is eligible for and is participating in the Plan or (b) a former employee of a Company who is eligible to receive benefits under the Plan upon such former employee’s Retirement.

     1.19 Plan. “Plan” means the Valero Energy Corporation Supplemental Executive Retirement Plan as set forth in this document, as amended from time to time.

     1.20 Plan of Deferred Compensation. “Plan of Deferred Compensation” means the Valero Energy Corporation Executive Deferred Compensation Plan, any successor, alternative or additional nonqualified plan of deferred compensation, and any contributions made under a salary reduction agreement to a Code Section 125 cafeteria plan or Code Section 401(k) cash or deferred arrangement maintained by the Company.

     1.21 Plan Year. “Plan Year” means the calendar year.

     1.22 Retirement. “Retirement”, “Retires”, “Retire” or “Retired” means the first day of the month coincident with or next following the date that a Participant incurs a Separation from Service after having attained at least age 55 and completing at least five (5) years of Credited Service.

     1.23 Rules. “Rules” means the Commercial Arbitration Rules of the American Arbitration Association in effect at the date of commencement of any arbitration hereunder.

     1.24 Securities Act. “Securities Act” means the Securities Exchange Act of 1934, as amended from time to time.

     1.25 Separation from Service. “Separation from Service” means a separation from service within the meaning of Code section 409A.

     1.26 Subsidiary. “Subsidiary” means (i) any corporation 50% or more of whose stock having ordinary voting power to elect directors (irrespective of whether or not at the time stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned, directly or indirectly, by Valero, and (ii) any partnership, association, joint venture or other entity in which, Valero, directly or indirectly, has a 50% or greater equity interest at the time.

     1.27 Surviving Spouse. “Surviving Spouse” means the spouse of a Participant who is eligible to receive a Qualified Preretirement Survivor Annuity benefit under the Valero Pension Plan.

     1.28 Trust. “Trust” or “Trust Agreement” shall mean the Valero Energy Corporation Supplemental Executive Retirement Plan Trust as is created by the terms and conditions of said Trust and as may be amended from time to time.

     1.29 Trustee. “Trustee” means collectively one or more persons or corporations with trust power which have been appointed by the Committee and have accepted the duties of Trustee of the Trust and any and all successor or successors appointed by Valero.

     1.30 Valero. “Valero” means Valero Energy Corporation, the sponsor of this Plan, and its successors.

     1.31 Valero Pension Plan. “Valero Pension Plan” means the Valero Energy Corporation Pension Plan, a defined benefit plan qualified under Section 401(a) of the Code, as it may be amended from time to time and any successor qualified defined benefit plan.

     1.32 Valero Pension Plan Benefit. “Valero Pension Plan Benefit” means the amount of monthly benefit payable from the Valero Pension Plan which is based on a lifetime annuity payable to the Participant pursuant to the provisions of Article 4 of the Valero Pension Plan, or any successor provision.

ARTICLE II

ELIGIBILITY

     2.1 Eligibility. An employee shall become a Participant in the Plan as of the date he is selected by the Committee for inclusion as a Participant in the Plan. Ongoing eligibility and participation of Participants shall be determined by the Committee in its sole discretion, and no employee shall have a right to initial or ongoing participation in this Plan.

     2.2 Frozen Participation. If, at any time, the Committee determines that an employee who is a Participant is no longer eligible to continue to participate, and such employee is still employed by a Company, his Accrued Benefit will be frozen as of the last day of the Plan Year prior to the Plan Year during which he initially became ineligible to participate. He will later be entitled to that frozen Accrued Benefit upon his Retirement (if, at the time of such Retirement, his Accrued Benefit is vested), subject to the requirements of Articles III and IV. The frozen Accrued Benefit will be payable at the time and in the form set forth in Article IV.

     Notwithstanding the foregoing provisions, in the event that the Participant has, as of the date of his Retirement, accrued a vested benefit in the Valero Energy Corporation Excess Pension Plan which is greater than his frozen accrued benefit hereunder, such Participant shall be entitled to receive his accrued benefit under the Valero Energy Corporation Excess Pension Plan, and shall not be eligible for any benefits hereunder. Under no circumstances shall a Participant be entitled to benefits under both this Plan and the Valero Energy Corporation Excess Pension Plan. The Surviving Spouse of a Participant whose Accrued Benefit is frozen at the time of the

Participant’s death shall not be entitled to any death benefit under this Plan. A Participant whose Accrued Benefit is frozen at the time of incurring a disability shall not accrue any further Credited Service either for accrual or vesting purposes after the disability occurs so long as the Participant’s Accrued Benefit in this Plan is frozen. If the frozen Accrued Benefit is less than the benefit which could otherwise be provided without this limitation, then the benefit will not exceed the Participant’s frozen Accrued Benefit. Additionally, if any of the events described in Article VI should occur, the Participant whose Accrued Benefit is frozen shall be subject to having his frozen Accrued Benefit either restricted in amount or forfeited in accordance with Article VI.

     2.3 Renewed Eligibility. If an employee who is a Participant becomes ineligible to continue to participate but remains employed by a Company, and the Committee later determines that the employee is again eligible to participate, the Participant will be given Credited Service for the intervening period, will have his Final Average Compensation computed as though the freeze had never occurred, and will be treated for all purposes as though he had not had his participation interrupted.

ARTICLE III

VESTING

     Except as otherwise set forth herein, a Participant shall vest in his Accrued Benefits only upon the Participant’s death, disability or Retirement. The foregoing notwithstanding, a Participant’s Accrued Benefit shall become fully vested upon: (i) the occurrence of a Change in Control; (ii) termination of the Plan pursuant to Section 9.1; or (iii) the termination of participation in this Plan by the Subsidiary employing the Participant, if such Participant’s participation in the Plan is not promptly continued through employment by another adopting Subsidiary.

     Upon a Participant’s Separation from Service for any reason prior to becoming fully vested hereunder, the Participant and any Surviving Spouse shall forfeit any interest in and under this Plan, and shall have no right to any benefit hereunder.

ARTICLE IV

RETIREMENT BENEFIT

     4.1 Calculation of Retirement Benefit. Subject to the following provisions of this Section 4.1, the provisions of Section 4.3 and Article III; the benefit payable under the Plan shall be an amount equal to the lump sum of the Accrued Benefit payable for life from Normal Retirement Date where the Accrued Benefit is equal to the sum of (i) plus (ii) minus (iii) where (i) equals: 1.60% of the Participant’s Final Average Compensation multiplied by his number of years of Credited Service; (ii) equals .35% multiplied by the product of his years of Credited Service (not to exceed 35 years) times the excess of his Final Average Compensation over the lesser of (a) 1.25 times his Monthly Covered Compensation or (b) the Monthly FICA Amount; and (iii) equals the Participant’s Valero Pension Plan Benefit. The lump sum amount payable hereunder shall be determined using the lump sum actuarial factors provided for, and/or used under, the Valero Pension Plan.

     4.2 Form and Time of Payment. Except as otherwise specifically provided herein, effective for benefit payments commencing as a result of a Participant’s Retirement on or after January 1, 2008, benefits shall be made in a single lump sum payment as of the Participant’s Retirement. Such lump sum amount shall be calculated as of the Participant’s Retirement by the actuary for the Pension Plan applying actuarial factors used under the Pension Plan, and shall be made as soon as practical following the Participant’s Retirement and, in any event, within ninety (90) days thereafter.

     4.3 Modification of Pension. The Committee shall have the right to modify the calculation of the benefit payable as to any Participant as it may desire from time to time; provided, however, that any such modification shall not result in a reduction of the benefit payable below the amount set forth above in Section 4.1. The amount of the benefits payable to a Participant under this Plan may be modified by written agreement entered into between the Participant and a Company and approved pursuant to Section 7.6. If so modified, the provisions of such written agreement shall prevail in determining the amount of the benefits payable to the Participant under this Plan. In addition, benefits payable under this Plan to any Participant shall not affect any other right or entitlement a Participant may have by contract or otherwise, except as may be provided in any such contract.

     4.4 Delay of Certain Payments . With respect to any Participant who is a “Specified Employee”, as defined in Code section 409A and the regulations and rulings issued thereunder, any benefit that becomes payable by reason of such Participant’s Separation from Service shall not commence prior to the date that is six (6) months following such Participant’s Separation from Service (except to the extent that the payment of such benefit is not subject to Code section 409A, or is subject to an exception to such delay in payment). Such delayed payment shall be made in a single lump sum payment as soon as practical following the expiration of such 6-month delay period (and in any event with ninety (90) days thereof) and shall be calculated as of the Participant’s Separation from Service by the actuary for the Pension Plan applying actuarial factors used under the Pension Plan. The provisions of this Section 4.4 shall not apply (a) with respect to any benefit that becomes payable due to the death of the Participant, or (b) if, at the time of such Participant’s Separation from Service, no stock of the Company is publicly traded on an established securities market or otherwise.

     4.5 Application of Code Section 409A Transition Relief Provisions. Notwithstanding any other provision of this Plan, between Janua