Exhibit 3.07
THIRD
CERTIFICATE OF AMENDMENT
TO THE
RESTATED CERTIFICATE OF INCORPORATION
OF
VALERO ENERGY CORPORATION
Valero Energy Corporation (the “Corporation”), a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), hereby adopts this
Certificate of Amendment (this “Certificate of Amendment”) which amends its Restated Certificate of
Incorporation, as amended by the Certificate of Designation filed July 31, 1997, the Certificate of
Amendment filed July 31, 1997, the Certificate of Merger filed December 31, 2001, the Certificate
of Designation filed June 30, 2003, the Certificate of Amendment filed September 17, 2004, and the
Certificate of Merger filed August 31, 2005, effective September 1, 2005 (as amended, the “Restated
Certificate of Incorporation”), as described below, and does hereby further certify that:
1. The name of the Corporation is Valero Energy Corporation.
2. At a meeting of the Board of Directors of the Corporation, resolutions were duly adopted
setting forth a proposed amendment of the Restated Certificate of Incorporation (the “Amendment”),
declaring the Amendment to be advisable and calling a meeting of the stockholders of the
Corporation for consideration thereof. The resolution setting forth the Amendment is as follows:
NOW THEREFORE, BE IT RESOLVED, that the Board of Directors adopts and
approves amending and restating the first paragraph of Article IV of the
Restated Certificate of Incorporation of the Company to read in its
entirety as follows (the “Charter Amendment”):
“The total number of shares of all classes of stock that the
corporation shall have authority to issue is 1,220,000,000 shares,
divided into classes as follows: 1,200,000,000 shares shall be
Common Stock, par value $0.01 per share (“Common Stock”); and
20,000,000 shares shall be Preferred Stock, par value $0.01 per
share (“Preferred Stock”). Shares of any class of stock of the
corporation may be issued for such consideration and for such
corporate purposes as the Board of Directors of the corporation
may from time to time determine.”
3. Pursuant to resolutions of its Board of Directors, a special meeting of the stockholders of
the Corporation was duly called and held, upon notice in accordance with Section 222 of the DGCL,
at which meeting the necessary number of shares as required by statute and the Restated Certificate
of Incorporation were voted in favor of the Amendment.
4. The Amendment was duly adopted in accordance with the provisions of Section 242 of the
DGCL.
5. Pursuant to Section 103(d) of the DGCL, the Amendment will become effective upon its filing
with the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be executed on its behalf
this 1st day of December, 2005.
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VALERO ENERGY CORPORATION |
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By:
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/s/ Jay D. Browning |
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Jay D. Browning |
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Vice President-Corporate Law and Secretary |
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