CHANGE OF CONTROL SEVERANCE AGREEMENT

WHEREAS, each of the Board of Directors of the Employer (the "Board") and the Board of Directors of Valero GP Holdings, LLC (the "VEH Board"), has determined that it is in the best interests of the Partnership and its unitholders to assure that the Partnership will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined herein).  Each of the Board and the VEH Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive’s full attention and dedication to the current Company, the Partnership and the Affiliated Companies in the event of any threatened or pending Change of Control, and to provide the Executive with compensation and benefits arrangements upon a Change of Control that ensure that the compensation and benefits expectations of the Executive will be satisfied and that provide the Executive with compensation and benefits arrangements that are competitive with those of other companies.  Therefore, in order to accomplish these objectives, each of the Board and the VEH Board has caused the Partnership and the Employer to enter into this Agreement.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

Section 1.              Certain Definitions.  (a) "Effective Date" means the first date during the Change of Control Period (as defined herein) on which a Change of Control occurs.  Notwithstanding anything in this Agreement to the contrary, if a Change of Control occurs and if the Executive’s employment with the Partnership or the Employer (as applicable) is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (1) was at the request of a third party that has taken steps reasonably calculated to effect a Change of Control or (2) otherwise arose in connection with or in anticipation of a Change of Control, then "Effective Date" means the date immediately prior to the date of such termination of employment.

(b)           "Change of Control Period" means the period commencing on the date hereof and ending on the third anniversary of the date hereof; provided, however, that, commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof, the "Renewal Date"), unless previously terminated, the Change of Control Period shall be automatically extended so as to terminate three years from such Renewal Date, unless, at least 60 days prior to the Renewal Date, the Partnership shall give notice to the Executive that the Change of Control Period shall not be so extended.

(c)           "Affiliated Company" means any company controlled by, controlling or under common control with (1) the Partnership or the Employer or (2) where such term is used with respect to another entity, such entity.

(d)           "Change of Control" means, and shall be deemed to have occurred upon, the first to occur of one or more of the following events after the date hereof:

(i)             a "person" or "group" (within the meaning of Sections 13(d) or 14(d)(2) of the Securities Exchange Act of 1934 (the "Exchange Act")) (a "Person"), other than any Affiliated Company  becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of more than 40% of all voting interests of Valero GP Holdings, LLC, a Delaware limited liability company, then outstanding;

(ii)           the failure of Valero GP Holdings, LLC to "control" (as such term is defined in Rule 405 promulgated under the Securities Act of 1933) the Employer, Riverwalk Logistics, L.P. or all of the general partner interests in the Partnership;

(iii)          Riverwalk Logistics, L.P. ceases to be the general partner of the Partnership or Riverwalk Logistics, L.P. ceases to be controlled by either the Employer or one of the Affiliated Companies of the Employer (other than Valero Energy Corporation ("VLO") or a direct or indirect wholly owned subsidiary of VLO as the result of the sale by one or more of the foregoing of limited liability company interests in Valero GP Holdings LLC);

(iv)          a Person other than any Affiliated Company becomes the "beneficial owner" of more than 50% of all voting interests of the Partnership then outstanding;

(v)           the consolidation or merger of Valero GP Holdings, LLC with or into another Person pursuant to a transaction in which the outstanding voting interests of Valero GP Holdings, LLC are changed into or exchanged for cash, securities or other property, other than any such transaction where:

(a)           all outstanding voting interests of Valero GP Holdings, LLC are changed into or exchanged for voting stock or interests of the surviving corporation or entity or its parent, and

(b)           the holders of the voting interests of Valero GP Holdings, LLC immediately prior to such transaction own, directly or indirectly, not less than a majority of the voting stock or interests of the surviving corporation or entity or its parent immediately after such transaction;

(vi)          the consolidation or merger of the Partnership with or into another Person pursuant to a transaction in which the outstanding voting interests of the Partnership are changed into or exchanged for cash, securities or other property, other than any such transaction where Valero GP Holdings, LLC or any of its Affiliated Companies retains "control" (as defined in Rule 405 promulgated under the Securities Act of 1933), whether by way of holding the general partner interest, managing member interest or a majority of the outstanding voting interests of the surviving entity or its parent;

2

(vii)         the sale, lease, exchange, disposition or other transfer (in one or a series of related transactions) of all or substantially all of the assets of Valero GP Holdings, LLC to any Person other than one or more Affiliated Companies of Valero GP Holdings, LLC;

(viii)        the sale, lease, exchange, disposition or other transfer (in one or a series of related transactions) by the Partnership of all or substantially all of the assets of the Partnership to any Person other than one or more of the Affiliated Companies of the Partnership; or

(ix)           a change in the composition of the VEH Board, as a result of which fewer than a majority of the directors of the VEH Board are Incumbent Directors. "Incumbent Directors" shall mean directors who either (A) are directors of Valero GP Holdings, LLC as of the date hereof, (B) are elected after the date hereof to the VEH Board by the Incumbent Directors, or (C) are elected, or nominated for election, thereafter to the VEH Board with the affirmative votes of at least a majority of Incumbent Directors at the time of such election or nomination, but "Incumbent Director" shall not include an individual whose election or nomination is in connection with (i) an actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the VEH Board or (ii) a plan or agreement to replace a majority of the then Incumbent Directors (other than any such plan or agreement approved by a majority of the then Incumbent Directors).

Section 2.              Employment Period.  The Partnership or the Employer (as applicable) hereby agrees to continue the Executive in its employ, subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on the third anniversary of the Effective Date (the "Employment Period").  The Employment Period shall terminate upon the Executive’s termination of employment for any reason.

Section 3.              Terms of Employment.  (a)  Position and Duties.  (1)  During the Employment Period, (A) the Executive’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date and (B) the Executive’s services shall be performed at the office where the Executive was employed immediately preceding the Effective Date or at any other location less than 35 miles from such office.

(2)           During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Partnership, the Employer and/or the Affiliated Companies (as applicable) and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities.  During the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities as an employee of the Partnership or the Employer in accordance with this Agreement.  It is expressly understood and agreed that, to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the

3

continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Partnership, the Employer or the Affiliated Companies (as applicable).

(b)           Compensation.  (1)  Base Salary.  During the Employment Period, the Executive shall receive an annual base salary (the "Annual Base Salary") at an annual rate at least equal to 12 times the highest monthly base salary paid or payable, including any base salary that has been earned but deferred, to the Executive by the Partnership, the Employer  and/or the Affiliated Companies (as applicable) in respect of the 12-month period immediately preceding the month in which the Effective Date occurs.  The Annual Base Salary shall be paid at such intervals as the Employer pays executive salaries generally.  During the Employment Period, the Annual Base Salary shall be reviewed at least annually, beginning no more than 12 months after the last salary increase awarded to the Executive prior to the Effective Date.  Any increase in the Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement.  The Annual Base Salary shall not be reduced after any such increase and the term "Annual Base Salary" shall refer to the Annual Base Salary as so increased.

(2)           Annual Bonus.  In addition to the Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the "Annual Bonus") in cash at least equal to the Executive’s highest bonus earned under the Partnership’s and/or the Employer’s annual incentive bonus plans (as applicable), or any comparable bonus under any predecessor or successor plan or plans, for the last three full fiscal years prior to the Effective Date (or for such lesser number of full fiscal years prior to the Effective Date for which the Executive was eligible to earn such a bonus, and annualized in the case of any pro rata bonus earned for a partial fiscal year) (the "Recent Annual Bonus").  (If the Executive has not been eligible to earn such a bonus for any period prior to the Effective Date, the "Recent Annual Bonus" shall mean the Executive’s target annual bonus for the year in which the Effective Date occurs.)  Each such Annual Bonus shall be paid no later than two and a half months after the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code").

(3)           Incentive, Savings and Retirement Plans.  During the Employment Period, the Executive shall be entitled to participate in all cash incentive, equity incentive, savings and retirement plans, practices, policies, and programs applicable generally to other peer executives of the Partnership, the Employer and the Affiliated Companies, but in no event shall such plans, practices, policies and programs provide the Executive with incentive opportunities (measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable), savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Partnership, the Employer and the Affiliated Companies for the Executive under such plans, practices, policies and programs as in effect at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, those

4

provided generally at any time after the Effective Date to other peer executives of the Partnership, the Employer and the Affiliated Companies.

(4)           Welfare Benefit Plans.  During the Employment Period, the Executive and/or the Executive’s family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Partnership, the Employer and the Affiliated Companies (including, without limitation, medical, prescription, dental, vision, disability, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer executives of the Partnership, the Employer and the Affiliated Companies, but in no event shall such plans, practices, policies and programs provide the Executive with benefits that are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Partnership, the Employer and the Affiliated Companies.

(5)           Expenses.  During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in accordance with the most favorable policies, practices and procedures of the Partnership, the Employer and the Affiliated Companies in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Partnership, the Employer and the Affiliated Companies.

(6)           Fringe Benefits.  During the Employment Period, the Executive shall be entitled to fringe benefits, in accordance with the most favorable plans, practices, programs and policies of the Partnership,  the Employer and the Affiliated Companies in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Partnership, the Employer and the Affiliated Companies.

(7)           Office and Support Staff.  During the Employment Period, the Executive shall be entitled to an office or offices of a size and with furnishings and other appointments, and to secretarial and other assistance, at least equal to the most favorable of the foregoing provided to the Executive by the Partnership, the Employer and the Affiliated Companies at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as provided generally at any time thereafter with respect to other peer executives of the Partnership, the Employer and the Affiliated Companies.

(8)           Vacation.  During the Employment Period, the Executive shall be entitled to paid vacation in accordance with the most favorable plans, policies, programs and practices of the Partnership, the Employer and the Affiliated Companies as in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or,

5

if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Partnership, the Employer and the Affiliated Companies.

(9)           Immediate Vesting of Outstanding Equity Incentive Awards. Notwithstanding any provision in the Company’s and the Employer’s equity incentive plans or the award agreements thereunder, effective immediately upon the occurrence of a Change of Control, (A) all unit options (incentive or non-qualified) outstanding as of the date of such Change of Control, which are not then exercisable and vested, shall become fully exercisable and vested to the full extent of the original grant and, following the Executive’s termination of employment for any reason, shall remain exercisable for the longer of (x) the post-termination exercise period provided under the applicable award agreement with respect to the applicable circumstances of the Executive’s termination and (y) the period ending on the date no later than (1) the 15th day of the third month following the date the exercise period otherwise would have expired and (2) December 31 of the calendar year in which the exercise period otherwise would have expired (provided, that the period in clause (y) shall be automatically extended to the maximum extent permitted under Section 409A of the Code without being considered to be an "extension" within the meaning of the regulations under Section 409A of the Code, but in no event shall it be extended by this Agreement beyond two years from the Date of Termination); provided, however, that in no event shall a unit option be exercisable beyond the expiration date of its full original option term; (B) all restrictions applicable to any restricted unit awards outstanding as of the date of such Change of Control shall lapse, and such restricted unit awards shall become free of all restrictions and become fully vested and transferable to the full extent of the original grant; and (C) all restricted unit awards and performance unit awards for any outstanding performance periods outstanding as of the date of such Change of Control shall fully vest and be earned and shall be settled and payable in full (in the case of performance unit awards based on the deemed achievement of performance at 200% of target level for the entire performance period).  Notwithstanding the foregoing provisions of clause (C), in the event the accelerated settlement or payment of a restricted unit award or performance unit award pursuant to this Section 3(b)(9) would give rise to the additional tax imposed under Section 409A of the Code, such restricted unit award and performance unit award shall vest and be earned as provided in clause (C) (and shall not be subject to the forfeiture under any circumstances), but shall not be settled until the originally scheduled vesting date set forth in the applicable award agreement or such earlier date or event as shall not result in the imposition of the tax imposed under Section 409A of the Code.

Section 4.              Termination of Employment.  (a)  Death or Disability.  The Executive’s employment shall terminate automatically if the Executive dies during the Employment Period.  If the Employer determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Employment Period (pursuant to the definition of "Disability"), it may give to the Executive written notice in accordance with Section 11(b) of its intention to terminate the Executive’s employment.  In such event, the Executive’s employment with the Partnership or the Employer (as applicable) shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties.  "Disability" means the

6

absence of the Executive from the Executive’s duties with the Partnership or the Employer (as applicable) on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness that is determined to be total and permanent by a physician selected by the Partnership or the Employer (as applicable) or its respective insurers and acceptable to the Executive or the Executive’s legal representative.

(b)           Cause.  The Partnership or the Employer (as applicable) may terminate the Executive’s employment during the Employment Period with or without Cause.  "Cause" means:

For purposes of this Section 4(b), no act, or failure to act, on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Partnership, the Employer or the Affiliated Companies.  Any act, or failure to act, based upon authority (A) given pursuant to a resolution duly adopted by the Board, the VEH Board, or if Valero GP Holdings, LLC is not the ultimate parent corporation of the Affiliated Companies and is not publicly traded, the board of directors of the ultimate parent of the Partnership (the "Applicable Board"), (B) upon the instructions of the Chief Executive Officer of the Employer or a senior officer of the Employer or (C) based upon the advice of counsel for the Partnership or the Employer shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Partnership, the Employer or the Affiliated Companies.  The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Applicable Board (excluding the Executive, if the Executive is a member of the Applicable Board) at a meeting of the Applicable Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel for the Executive, to be heard before the Applicable Board), finding that, in the good faith opinion of the board, the Executive is guilty of the conduct described in Section 4(b)(1) or 4(b)(2), and specifying the particulars thereof in detail.

7

(c)           Good Reason.  The Executive’s employment may be terminated by the Executive for Good Reason or by the Executive voluntarily without Good Reason.  "Good Reason" means:

For purposes of this Section 4(c), any good faith determination of Good Reason made by the Executive shall be conclusive.  The Executive’s mental or physical incapacity following the occurrence of an event described above in clauses (1) through (5) shall not affect the Executive’s ability to terminate employment for Good Reason.

(d)           Notice of Termination.  Any termination by the Partnership or the Employer (as applicable) for Cause, or by the Executive for Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 11(b).  "Notice of Termination" means a written notice that (1) indicates the specific termination provision in this Agreement relied upon, (2) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the

8

Executive’s employment under the provision so indicated, and (3) if the Date of Termination (as defined herein) is other than the date of receipt of such notice, specifies the Date of Termination (which Date of Termination shall be