sc13dza

/s/Ralph Schmidt

Ralph Schmidt

0000950129-07-004318.txt : 20070827 0000950129-07-004318.hdr.sgml : 20070827 20070827085511 ACCESSION NUMBER: 0000950129-07-004318 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070827 DATE AS OF CHANGE: 20070827 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Western Refining, Inc. CENTRAL INDEX KEY: 0001339048 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 203472415 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81351 FILM NUMBER: 071079596 BUSINESS ADDRESS: STREET 1: 6500 TROWBRIDGE DRIVE CITY: EL PASO STATE: TX ZIP: 79905 BUSINESS PHONE: (915) 775-3488 MAIL ADDRESS: STREET 1: 6500 TROWBRIDGE DRIVE CITY: EL PASO STATE: TX ZIP: 79905 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Schmidt Ralph A CENTRAL INDEX KEY: 0001349643 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 915.775.3300 MAIL ADDRESS: STREET 1: 6500 TROWBRIDGE DRIVE CITY: EL PASO STATE: TX ZIP: 79905 SC 13D/A 1 h49515asc13dza.htm AMENDMENT TO SCHEDULE 13D sc13dza

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

(Amendment No. 1)*

Western Refining, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

959319 10 4

(CUSIP Number)

Ralph A. Schmidt
6500 Trowbridge Drive
El Paso, Texas 79905
(915) 775-3300

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

August 14, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 7 Pages)


*		The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

		The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 959319 10 4			13D			Page 2 of 7 Pages


1	NAMES OF REPORTING PERSONS Ralph A. Schmidt I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (see instructions)

	OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		7	SOLE VOTING POWER

NUMBER OF			6,515

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			1,453,116

WITH		10	SHARED DISPOSITIVE POWER

			3,927

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,458,558 (1)

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	2.1%

14	TYPE OF REPORTING PERSON (see instructions)

	IN

(1) Of the shares indicated as beneficially owned by Mr. Schmidt, 3,927 shares are beneficially owned by WRC Refining Company (“WRCRC”), in which Mr. Schmidt holds a 0.5% interest and 1,515 shares are restricted shares that will vest over three years from the date of grant and over which shares Mr. Schmidt has sole voting power. Of the remaining 1,453,116 shares beneficially owned by Mr. Schmidt, Mr. Schmidt has sole voting and sole dispositive power over 5,000 shares and Paul L. Foster has sole voting power and Mr. Schmidt has sole dispositive power over 1,448,116 shares.

This Amendment No. 1 (the “Amendment”) constitutes the first amendment to the Schedule 13D originally filed by Ralph A. Schmidt (the “Reporting Person”), with the Securities and Exchange Commission on August 3, 2007 (the “Schedule 13D”), with respect to the common stock, $0.01 par value (the “Common Stock”), of Western Refining, Inc. (the “Issuer”). Except as specifically amended by this Amendment, the Schedule 13D remains in full force and effect. Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Schedule 13D.

Item 4. Purpose of Transaction

The Schedule 13D is hereby amended by inserting the following text after the third paragraph under Item 4 thereof:

“Between August 13 and August 17, 2007, the Reporting Person sold 500,000 shares of Common Stock in the Issuer beneficially owned by the Reporting Person in unsolicited brokerage transactions pursuant to a 10b5-1 plan entered into on August 13, 2007, as further described in Item 6 hereof. On August 21, 2007, the Reporting Person donated 60,000 shares of Common Stock in the Issuer beneficially owned by the Reporting Person to a non-profit foundation, which shares were subsequently sold by that foundation.

On August 22, 2007, Paul L. Foster donated 1,000,000 shares of Common Stock in the Issuer beneficially owned by Paul L. Foster to a non-profit institution.

On August 13, 2007, Jeff A. Stevens sold 300,000 shares of Common Stock in the Issuer beneficially owned by Mr. Stevens in unsolicited brokerage transactions. Between August 23 and August 24, 2007, Mr. Stevens sold an additional 150,000 shares of Common Stock in the Issuer beneficially owned by Mr. Stevens in unsolicited brokerage transactions.

On August 13, 2007, Scott D. Weaver sold 200,000 shares of Common Stock in the Issuer beneficially owned by Mr. Weaver in unsolicited brokerage transactions. On August 24, 2007, Mr. Weaver sold an additional 50,000 shares of Common Stock in the Issuer beneficially owned by Mr. Weaver in unsolicited brokerage transactions.”

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated by deleting the information contained therein and inserting the following:

(a)(i) The Reporting Person is the beneficial owner of 1,458,558 shares of Common Stock, which, based on calculations made in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended, and there being 68,159,825 shares of Common Stock outstanding as of August 23, 2007, constitutes 2.1% of the outstanding shares of Common Stock. Of the shares indicated as beneficially owned by Mr. Schmidt, 3,927 shares are beneficially owned by WRCRC, in which Mr. Schmidt holds a 0.5% interest and 1,515 shares are restricted shares that will vest over three years from the date of grant and over which shares Mr. Schmidt has sole voting power. Of the remaining 1,453,116 shares beneficially owned by the Reporting Person, the Reporting Person has sole voting and sole dispositive power over 5,000 shares and Paul L. Foster has sole voting power and the Reporting Person has sole dispositive power over 1,448,116 shares.

(ii) Mr. Foster is the beneficial owner of 28,306,812 shares of Common Stock which, based on the calculations in Item 5(a)(i) above constitutes 41.5% of the outstanding shares of Common Stock.

(iii) Mr. Stevens is the beneficial owner of 6,798,252 shares of Common Stock which, based on the calculations in Item 5(a)(i) above constitutes 10.0% of the outstanding shares of Common Stock.

(iv) Mr. Weaver is the beneficial owner of 1,765,243 shares of Common Stock which, based on the calculations in Item 5(a)(i) above constitutes 2.6% of the outstanding shares of Common Stock.

(v) FMILP is the beneficial owner of 19,277,914 shares of Common Stock which, based on the calculations in Item 5(a)(i) above constitutes 28.3% of the outstanding shares of Common Stock.

(vi) WRCRC is the beneficial owner of 807,302 shares of Common Stock which, based on the calculations in Item 5(a)(i) above constitutes 1.2% of the outstanding shares of Common Stock.

(b)(i) Of the shares indicated as beneficially owned by the Reporting Person in Item 5(a)(i) above, the Reporting Person has shared dispositive power for 3,927 of the shares which are beneficially owned by WRCRC, in which the Reporting Person holds a 0.5% interest and 1,515 shares are restricted shares that will vest over three years from the date of grant and over which shares the Reporting Person has sole voting power. WRCRC is a Texas corporation, and its business address is 6500 Trowbridge Drive, El Paso, Texas 79905. During the past five years, WRCRC has not (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Of the remaining 1,453,116 shares beneficially owned by the Reporting Person, the Reporting Person has sole voting and sole dispositive power over 5,000 shares and Paul L. Foster has sole voting power and the Reporting Person has sole dispositive power over 1,448,116 shares.

(ii) Mr. Foster has sole voting power for 38,314,250 shares of Common Stock of the Issuer. Of the shares indicated as beneficially owned by Paul L. Foster in Item 5(a)(ii) above, 6,250 are restricted shares which will vest over three years from the date of grant. Of the remaining 28,300,562 shares beneficially owned by Mr. Foster, Mr. Foster has sole dispositive power over 8,237,334 shares and shared dispositive power over 20,063,228 shares of which 785,314 shares are beneficially owned by WRCRC, in which Mr. Foster holds a 97.3% interest and 19,277,914 shares are beneficially owned by FMILP in which Mr. Foster holds an 89.6% interest.

(iii) Of the shares indicated as beneficially owned by Jeff A. Stevens in Item 5(a)(iii) above, 4,900 shares are restricted shares that will vest over three years from the date of grant and over which Mr. Stevens has sole voting power and 14,134 of the shares are beneficially owned by WRCRC, in which Mr. Stevens holds a 1.8% interest and over which shares Mr. Stevens has shared dispositive power. Of the remaining 6,779,218 shares beneficially owned by Mr. Stevens, Paul L. Foster has sole voting power and Mr. Stevens has sole dispositive power.

(iv) Of the shares indicated as beneficially owned by Scott D. Weaver in Item 5(a)(iv) above, 3,200 shares are restricted shares over which Mr. Weaver has sole voting power and 3,927 shares are beneficially owned by WRCRC, in which Mr. Weaver holds a 0.5% interest and over which shares Mr. Weaver has shared dispositive power. Of the remaining 1,758,116 shares beneficially owned by Mr. Weaver, Paul L. Foster has sole voting power and Mr. Weaver has sole dispositive power.

(v) Of the shares indicated as beneficially owned by FMILP in Item 5(a)(v) above, FMILP has shared dispositive power over all of the shares. Paul L. Foster holds an 89.6% interest in FMILP and is the sole stockholder and President of Franklin Mountain, G.P., LLC, the General Partner of FMILP and as such, may be deemed to have dispositive power over all of its shares.

Pursuant to the Voting Agreement as described in Item 4 herein, Mr. Foster has sole voting power over the shares beneficially held by FMILP.

(vi) Of the shares indicated as beneficially owned by WRCRC in Item 5(a)(vi) above, WRCRC has shared dispositive power over all of the shares. Paul L. Foster holds a 97.3% interest in WRCRC and is the President, controlling stockholder and Chief Executive Officer of WRCRC and as such, may be deemed to have dispositive power over all of its shares. Pursuant to the Voting Agreement as described in Item 4 herein, Mr. Foster has sole voting power over the shares beneficially held by WRCRC.

(c) Except as described in Item 4 of this Schedule 13D or elsewhere in this Schedule 13D, the Reporting Person, Paul L. Foster, Jeff A. Stevens, Scott D. Weaver, FMILP and WRCRC have not effected any transactions in the Common Stock during the past 60 days.

(d) No other person is known by the Reporting Person to have the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, the Common Stock beneficially owned by the Reporting Person.

(e) Not applicable.


Item 6.		Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended by inserting the following text after the first paragraph under Item 6 thereof.

“On August 13, 2007, the Reporting Person entered into a 10b5-1 plan (the “Plan”) authorizing Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) to sell up to an aggregate of 600,000 shares of Common Stock pursuant to the Plan. All sales of Common Stock under the Plan will be made in Merrill Lynch’s discretion. As of the date hereof, 500,000 shares under the Plan have already been sold. This description of the Plan is qualified in its entirety by reference to the terms of the Plan which is filed as Exhibit (c) to this Schedule 13D.”

Item 7. Material to Be Filed as Exhibits

The following exhibit is added as Exhibit (c) to the Schedule 13D:

Signatures

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: August 27, 2007


		/s/ Ralph A. Schmidt

		Ralph A. Schmidt

EXHIBIT INDEX

10b5-1 Plan dated as of August 13, 2007 between Ralph A. Schmidt and Merrill Lynch, Pierce, Fenner & Smith Incorporated

EX-99.1 2 h49515aexv99w1.htm 10B5-1 PLAN exv99w1

Client’s name: Ralph Schmidt
Issuer’s name: Western Refining Inc. (WNR)
Type of securities: Common Stock
Account number:
Maximum # of shares to sell under the Plan: 600,000
144 section 16

Rule 10b5-1 Sales Plan and Client Representations

I, Ralph Schmidt, as of the date below, establish this Sales Plan (“Plan”) in order to sell shares of the common stock (“Shares”) of Western Refining Inc. (“Issuer”) pursuant to the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (“Exchange Act”). I request that Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) execute the Plan as follows:

Sales Instructions for Sales/Exercises Starting on August 13th, 2007 and ending on December 31, 2007,

	1.1.		For securities other than employee stock options, you are authorized to execute the transactions indicated by the checked box below:

			[X] Sell Shares pursuant to the following table:


					Sale Price
Start Date	End Date		Share Quantity		“Limit”
08/13/2007		12/31/2007		200,000		Market

08/13/2007		12/31/2007		100,000		$	38.00

08/13/2007		12/31/2007		100,000		$	40.00

08/13/2007		12/31/2007		100,000		$	45.00

08/13/2007		12/31/2007		100,000		$	58.00


		Total		600,000

Execution, Average Pricing and Pro Rata Allocation of Sales

I agree and acknowledge that:

	2.1		If my order to sell Shares pursuant to the Plan, whether market or limit, is handled by a Merrill Lynch trading desk, my order shall be handled as “not held”. A “not held” or “working order” permits a Merrill Lynch trader to use reasonable brokerage judgment, exercising price and time discretion, as to when to execute the order.

	2.2		Merrill Lynch may execute my order: (a) in a single transaction or multiple transactions during the course of the trading day, or (b) it may aggregate my order with other orders for other sellers of the Issuer’s

Client’s name: Ralph Schmidt
Issuer’s name: Western Refining Inc. (WNR)
Type of securities: Common Stock
Account number:
Maximum # of shares to sell under the Plan: 600,000
144 section 16

securities that may or may not have been accepted pursuant to a Rule 10b5-1 sales plan, execute them as a block or in multiple smaller transactions, and allocate an average price to each seller.

2.3

When orders are aggregated, Merrill Lynch shall allocate the proceeds of shares sold pro rata among the sellers, based on the ratio of (x) the shares to be sold and (y) the sum of the proceeds of all shares sold, and Merrill Lynch will provide each seller an “average price confirmation” that identifies the amount of securities sold for the applicable seller together with an average price for sales.

Stock Splits/ Reincorporation/Reorganizations

3.1 In the event of a stock split or reverse stock split, the quantity and price at which the Shares are to be sold will be automatically adjusted proportionately.

3.2 In the event of a reincorporation or other corporate reorganization resulting in an automatic share-for-share exchange of new shares for the Shares subject to the Plan, then the new shares will automatically replace the Shares originally specified in the Plan.

Account Credit

In the event any scheduled sale of Shares or exercise of stock options and sale of the underlying Shares is not executed as provided in Section 1 (or Section 7, if applicable) of the Plan, my account will be credited as if such sale or exercise had taken place as scheduled or provided in Section 7.

Compliance with Rule 144 and Rule 145

5.1 I understand and agree that if I am an affiliate or control person for purposes of Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), or if the Shares subject to the Plan are restricted securities subject to limitations under Rule 144 or eligible for resale under Rule 145, then all sales of Shares under the Plan will be made in accordance with the applicable provisions of Rule 144.

5.2 I request and authorize Merrill Lynch to complete and file on my behalf any Forms 144 (pre-signed by me) necessary to affect sales under the Plan.

5.3 If appropriate, I understand and agree that, upon my prompt signature and delivery to Merrill Lynch of Form

Client’s name: Ralph Schmidt
Issuer’s name: Western Refining Inc. (WNR)
Type of securities: Common Stock
Account number:
Maximum # of shares to sell under the Plan: 600,000
144 section 16

144, Merrill Lynch will either: (a) make one Form 144 filing at the beginning of each three-month period commencing with the date of the first sale made in connection with the Plan or (b) file Form 144 for each sale made in connection with the Plan.

5.4 Each Form 144 shall state the following: “This proposed sale is made pursuant to a plan intended to comply with Rule 10b5-1(c), previously entered into on 08/13/2007, at which time I was not aware of material nonpublic information.”

5.5 Merrill Lynch will conduct sales pursuant to Rule 144 or Rule 145 if appropriate, including applying Rule 144 volume limitations as if the sales under the Plan were the only sales subject to the volume limitations.

5.6 To avoid delays in connection with transfers of stock certificates and settlement of transactions under the Plan, Merrill Lynch shall, upon receipt of legal opinion from Issuer, instruct the Issuer’s transfer agent to clear only those shares that have already been sold.

5.7 I agree not to take any action or to cause any other person or entity to take any action that would require me to aggregate sales of Shares pursuant to Rule 144; and not to take any action that would cause the sales of Shares under the Plan not to comply with Rule 144 or Rule 145.

Representations, Warranties and Covenants

In consideration of Merrill Lynch accepting orders to sell securities under this Plan, I make the following representations, warranties and covenants:

6.1 I have established the Plan in good faith, in compliance with the requirements of Rule 10b5-1, and at a time when I was not aware of material nonpublic information about the Shares or the Issuer.

6.2 I have consulted with legal counsel and other advisors in connection with my decision to enter into the Plan and have confirmed that the Plan meets the criteria set forth in Rule 10b5-1. I have not received or relied on any representations by Merrill Lynch regarding the Plan’s compliance with Rule 10b5-1.

6.3 I have provided, or caused the Issuer to provide, Merrill Lynch with a certificate completed by the Issuer, substantially in the form of Annex A hereto (“Issuer Certificate”).

6.4 I own all Shares that are subject to the Plan free and clear of liens or encumbrances of any kind. I will own any Shares acquired under employee stock options exercised pursuant to the Plan free and clear of liens or encumbrances, except for any

Client’s name: Ralph Schmidt
Issuer’s name: Western Refining Inc. (WNR)
Type of securities: Common Stock
Account number:
Maximum # of shares to sell under the Plan: 600,000
144 section 16

liens or encumbrances in favor of Merrill Lynch. There are no restrictions imposed on me, the Shares or the Issuer that would prevent Merrill Lynch or me from complying with the Plan.

6.5 While the Plan is in effect, except as provided in the Plan, I will not engage in offsetting or hedging transactions in violation of Rule10b5-1; and I will notify Merrill Lynch in advance of any sales or purchases of, or derivative transactions on, any of the Issuer’s securities initiated by me.

6.6 While the Plan is in effect, I will not disclose to any employee of Merrill Lynch, including my Private Wealth Advisor or Financial Advisor, any material nonpublic information concerning the Shares or the Issuer.

6.7 While the Plan is in effect, I will not attempt to exercise any influence over how, when or whether to effect sales of Shares.

6.8 The Plan does not violate the Issuer’s insider trading policies.

6.9 I agree to make or cause to be made all filings required under the Securities Act and/or the Exchange Act, including under Rule 144, Section 13 and Section 16 of the Exchange Act, and any other filings necessary.

6.10 As to delivery requirements:

	1.		For securities other than stock options, prior to the date of execution of any sales specified under the Plan, I agree to have delivered into the custody of Merrill Lynch the total amount of the Shares that may be sold pursuant to the Plan, together with all transfer documents and other authorizations required for Merrill Lynch to effect settlement of sales of such Shares on my behalf.

	2.		For employee stock options, the number of options granted to me by the Issuer that are vested, exercisable and registered is equal to or greater than the number of options to be exercised and the underlying Shares to be sold under the Plan. I agree to provide to Merrill Lynch all necessary documentation, properly executed, to affect the timely exercise of the stock options and the subsequent sale and settlement of the Shares.

	3.		I agree that Merrill Lynch’s obligation to execute sales under the Plan is conditioned on the satisfaction of the foregoing delivery requirements.

Client’s name: Ralph Schmidt
Issuer’s name: Western Refining Inc. (WNR)
Type of securities: Common Stock
Account number:
Maximum # of shares to sell under the Plan: 600,000
144 section 16

6.11

I agree to inform Merrill Lynch as soon as possible of any of the following:

	1.		any subsequent restrictions imposed on me due to changes in the securities (or other) laws or of any contractual restrictions imposed on the Issuer that would prevent Merrill Lynch or me from complying with the Plan, and

	2.		the occurrence of any event as set forth in the Plan that would cause the Plan to be suspended or terminated under Section 7 or Section 8 of the Plan, respectively.

7. Suspension

7.1 Sales pursuant to Section 1 above shall be suspended where:

	1.		trading of the Shares on the Exchange is suspended for any reason;

	2.		there is insufficient demand for any or all of the Shares at or above the specified price (e.g., the specified price met but all Shares could not be sold at or above the specified price);

	3.		Merrill Lynch, in its sole discretion, determines that there is a legal, regulatory or contractual reason why it cannot affect a sale of Shares;

	4.		Merrill Lynch is notified in writing by the Issuer that a sale of Shares should not be effected due to legal, regulatory or contractual restrictions applicable to the Issuer or to me (including without limitation, Regulation M);

	5.		Merrill Lynch is notified in writing by the Issuer that (i) in the case of Shares being sold pursuant to a registration statement filed under the Securities Act, the registration statement has terminated, been suspended, expired or is otherwise unavailable; or (ii) a public announcement of a public offering of securities by the Issuer has been made.

7.2 Merrill Lynch will resume sales in accordance with the Plan as promptly as practicable after (a) Merrill Lynch receives notice in writing from the Issuer that it may resume sales in accordance with Section 1 of the Plan in the case of the occurrence of an Event described in 7.1.4 or 7.1.5 above; or (b) Merrill Lynch determines, in its sole

Client’s name: Ralph Schmidt
Issuer’s name: Western Refining Inc. (WNR)
Type of securities: Common Stock
Account number:
Maximum # of shares to sell under the Plan: 600,000
144 section 16

discretion, that it may resume sales in accordance with the Plan in the case of the occurrence of an Event described in 7.1.1, 7.1.2 or 7.1.3 above.

7.3 Shares allocated under the Plan for sale during a period that has elapsed due to a suspension under this Section will be carried forward to be sold with the next amount of shares to be sold in accordance with Section 1 of the Plan.

7.4 In the event Section 1 of the Plan provides for an amount of Shares to be sold during a given period pursuant to a limit order, Shares that would otherwise be permitted to be sold during that period, shall, upon lapse of the suspension, nonetheless be carried forward to be sold with the next amount of Shares to be sold in accordance with Section 1 of the Plan.

7.5 Merrill Lynch is released from all liability in connection with any suspension of sales, including, but not limited to, liability for the expiration of stock options or loss of market value.

Termination

The Plan shall terminate on the earliest to occur of the following:

	8.1		the termination date listed above;

	8.2		the completion of all sales contemplated in Section 1 of the Plan;

	8.3		my or Merrill Lynch’s reasonable determination that: (a) the Plan does not comply with Rule 10b5-1 or other applicable securities laws; (b) I have not complied with the Plan, Rule 10b5-1 or other applicable securities laws; or (c) I have made misstatements in my representations or warranties in Section 6, above;

	8.4		receipt by Merrill Lynch of written notice from the Issuer or me of: (a) the filing of a bankruptcy petition by the Issuer; (b) the public announcement of a merger, recapitalization, acquisition, tender or exchange offer, or other business combination or reorganization resulting in the exchange or conversion of the Shares of the Issuer into shares of a company other than the Issuer; or (c) the conversion of the Shares into rights to receive fixed amounts of cash or into debt securities and/or preferred stock (whether in whole or in part);

	8.5		receipt by Merrill Lynch of written notice of my death; or

	8.6		receipt by Merrill Lynch of written notice of termination from me.

Client’s name: Ralph Schmidt
Issuer’s name: Western Refining Inc. (WNR)
Type of securities: Common Stock
Account number:
Maximum # of shares to sell under the Plan: 600,000
144 section 16

Indemnification

9.1 I agree to indemnify and hold harmless Merrill Lynch and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities, including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such claim, arising out of or attributable to Merrill Lynch’s actions taken in compliance with the Plan, any breach by me of the Plan, or any violation by me of applicable federal or state laws or regulations. This indemnification shall survive termination of the Plan.

9.2 Merrill Lynch agrees to indemnify and hold me harmless from and against all claims, losses, damages and liabilities including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim, arising out of or attributable to Merrill Lynch’s gross negligence or willful misconduct in connection with the Plan.

10.

Modification and Amendment

The Plan may be modified or amended only upon (a) the written agreement of me and Merrill Lynch; (b) the receipt by Merrill Lynch of a certificate signed by me to the effect that the representations, warranties and covenants contained in Section 6 above, are true as of the date of such certificate; and (c) the receipt by Merrill Lynch of an Issuer Certificate.

11.

Counterparts

The Plan may be signed in counterparts, each of which will be an original.

12.

Entire Agreement

The Plan, including the representations, warranties and covenants in Section 6, constitutes the entire agreement between me and Merrill Lynch regarding the Plan and supersedes any prior agreements or understandings regarding the Plan.

13.

Notices

All notices given by the parties under the Plan will be as follows:

If to Merrill Lynch:
Dan White, Financial Advisor and Michelle Avan, Administrative Manager
Merrill Lynch, Pierce, Fenner & Smith, Incorporated
Century Plaza Towers
2049 Century Park East 12^th Floor

Client’s name: Ralph Schmidt
Issuer’s name: Western Refining Inc. (WNR)
Type of securities: Common Stock
Account number:
Maximum # of shares to sell under the Plan: 600,000
144 section 16

Los Angeles, CA 90067
Tel: (310) 407-4877
Fax: (310) 284-2865

If to me:
Address on file

Officer & Director Equity Service

If the seller is subject to the reporting requirements of Section 16 of the Exchange Act, complete the following to have transaction information for open market transactions under the Plan forwarded to a designated third party.

14.1 I authorize Merrill Lynch to transmit transaction information via facsimile and/or email regarding open market transactions under the Plan to:


Name:		Name: Scott Weaver
Title:		Title: Chief Administrative Officer
Organization:		Organization: Western Refining, Inc.
Fax:		Fax: (915) 775-3470
Tel:		Tel: (915) 775-5587
e-mail:		e-mail: scott.weaver@wnr.com

14.2 I understand that reasonable efforts will be made to transmit transaction information for open market transactions under the Plan (purchase or sale) by the close of business on the day of the purchase or sale, but no later than 12:00 p.m. (EDT) on the first trading day following the purchase or sale.

14.3 I acknowledge that Merrill Lynch (a) has no obligation to confirm receipt of any email or faxed information by the designated contact and (b) has no responsibility or liability for filing a Form 4 with the SEC or for compliance with Section 16 of the Exchange Act.

14.4 If any of the above contact information changes, or I would like to terminate this authorization, I will promptly notify Merrill Lynch in writing. I further authorize Merrill Lynch to transmit transaction information to a third party service provider who will make the information available to my designated representative(s) listed above.

Client’s name: Ralph Schmidt
Issuer’s name: Western Refining Inc. (WNR)
Type of securities: Common Stock
Account number:
Maximum # of shares to sell under the Plan: 600,000
144 section 16

15.

Governing Law

This Plan will be governed by and construed in accordance with the laws of the State of New York.

Acknowledged and Agreed this 13th day of August, 2007:
Merrill Lynch, Pierce, Fenner & Smith Incorporated


By:		/s/ Michelle Avan
Name:		Michelle Avan
Title:		Administrative Manager

Client’s name: Ralph Schmidt
Issuer’s name: Western Refining Inc. (WNR)
Type of securities: Common Stock
Account number:
Maximum # of shares to sell under the Plan: 600,000
144 section 16

Annex A – Issuer Certificate

This Annex A may not be amended except in accordance with the Plan.

Western Refining Inc. (the “Issuer”) certifies that it has acknowledged, and retained a copy of, the Sales Plan dated August 13, 2007 (the “Plan”) between Ralph Schmidt (“Seller”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) relating to the common stock of the Issuer (the “Shares”).

The Plan is consistent with Issuer’s insider trading policies, and, to the best of Issuer’s knowledge, there are no legal, contractual or regulatory restrictions applicable to Seller as of the date of this representation that would prohibit Seller from entering into the Plan or effecting any sale of Shares pursuant to the Plan.

To avoid delays in connection with transfers of stock certificates and settlement of transactions under the Plan, and in acknowledgment of Merrill Lynch’s agreement in Section 5 of the Plan that sales of Shares under the Plan will be effected in compliance with Rule 144, the Issuer agrees that it will, immediately upon Seller’s and Merrill Lynch’s notification that the shares have been sold, instruct its transfer agent to process the transfer of sold Shares and issue a new certificate to Seller that does not bear any legend or statement restricting its transferability to a buyer for only the shares that have been sold.

Dated: August 13, 2007


By:		/s/ Scott Weaver
Name:		Scott Weaver
Title:		Chief Administrative Officer