AMENDMENT, FREEZE AND TERMINATION
AGREEMENT TO THE
XANSER CORPORATION
NON-EMPLOYEE DIRECTORS’ DEFERRED STOCK UNIT
PLAN
THIS
AMENDMENT, FREEZE AND TERMINATION AGREEMENT is made by Xanser
Corporation (the “ Sponsor ”),
WHEREAS ,
the Sponsor previously entered into that Xanser Corporation
Non-Employee Directors’ Deferred Stock Unit Plan (the “
Plan ”);
WHEREAS ,
the Sponsor reserved the right to amend and/or terminate the Plan
at any time;
WHEREAS ,
on the date of this Agreement there are no participants in the
Plan; and
WHEREAS ,
the Sponsor has determined to amend the Plan, effective as of the
earlier of (a) the “KSL Effective Time” (as that
term is defined in that certain Agreement and Plan of Merger dated
October 31, 2004, by and among Kaneb Services LLC and Valero
L.P. (“ Valero ”) and certain of Valero’s
affiliates, as amended from time to time), (b) a date during
2005 designated in writing by an executive officer of the Sponsor
that precedes the KSL Effective Time and is not later than
December 15, 2005, and (c) December 15, 2005 (such
effective date is referred to hereinafter as the “
Termination Date ”) (1) to prohibit additional
individuals from becoming participants under the Plan, (2) to
cease all benefit accruals under the Plan and (3) to terminate
the Plan and distribute all accrued and vested amounts payable
under the Plan;
NOW,
THEREFORE , the Sponsor hereby agrees that notwithstanding any
other provisions of the Plan to the contrary, the Plan is amended,
frozen and terminated as follows.
1. Effective
as of the Termination Date, the Plan is amended by adding thereto
the following new Section 29:
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29.
Eligibility, Benefit Accruals, Vesting And Computation And
Payment Of Benefits Incident To Freezing And Termination Of The
Plan.
A.
Eligibility. Notwithstanding any other provision of the Plan
to the contrary, no individual who is not a Participant under the
Plan on the Final Valuation Date shall become a Participant under
the Plan on or after the Final Valuation Date. Notwithstanding any
other provision of the Plan to the contrary, the term “
Final Valuation Date ” means, with respect to a
Participant, the earlier of (a) the “KSL Effective
Time” (as that term is defined in that certain Agreement and
Plan of Merger dated October 31, 20
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