8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 17, 2010

VALERO ENERGY CORPORATION
(Exact name of registrant as specified in its charter)

Delaware	1-13175	74-1828067
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Valero Way San Antonio, Texas	78249
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (210) 345-2000

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On November 17, 2010, Valero Energy Corporation (“Valero,” or the “Company”) announced that Richard J. Marcogliese would retire from the Company at the end of 2010. Mr. Marcogliese presently serves as Executive Vice President and Chief Operating Officer of Valero. A copy of the Company’s press release is filed with this report as Exhibit 99.01 and is incorporated herein by reference.

(e) On November 17, 2010, Valero’s board of directors approved grants of (i) options to purchase  shares of the Company’s common stock (“Common Stock”), (ii) restricted shares of Common Stock, and (iii) performance shares, to Valero’s “named executive officers” (as defined in Item 402(a)(3) of Regulation S-K) other than Mr. Marcogliese. The grants were made under Valero’s 2005 Omnibus Stock Incentive Plan.

The stock options vest annually in one-third increments beginning November 17, 2011, and expire ten years from the date of grant. The restricted shares vest (become nonforfeitable) in equal annual installments over a period of three years beginning November 17, 2011. Fifty percent of the restricted shares are eligible for performance accelerated vesting (“Eligible Shares”); that is, notwithstanding the restricted shares’ regular three-year vesting schedule, to the extent any Eligible Shares have not yet vested per their regular vesting schedule, and to the extent the Eligible Shares have not been forfeited or otherwise canceled, all unvested Eligible Shares will vest automatically at the close of business on the last date of the period when the NYSE-reported closing price per share of Common Stock is $40.00 or higher for five consecutive trading days.

The performance shares awarded in 2010 are subject to vesting in three annual increments, beginning in January 2012, based upon the Company’s performance. Upon vesting, the performance shares are payable in shares of Common Stock in amounts ranging from zero to 200 percent of the number of vested performance shares. The specific grants to Valero’s “named executive officers” (as defined) are listed in the following table.

name and title	stock options		restricted shares		performance shares
William R. Klesse, CEO & President		149,725		149,725		299,450
Michael S. Ciskowski, EVP & CFO		30,000		30,000		60,000
Kimberly S. Bowers, EVP & General Counsel		20,000		20,000		40,000
Joseph W. Gorder, EVP Marketing & Supply		20,000		20,000		40,000

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.01 Valero Energy Corporation 2005 Omnibus Stock Incentive Plan, amended and restated as of October 1, 2005 — incorporated by reference to Exhibit 10.02 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.

99.01 Press release dated November 17, 2010.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VALERO ENERGY CORPORATION

Date: November 18, 2010

By:  /s/ Jay D. Browning
Jay D. Browning
Senior Vice President and Secretary

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EX-99.01

Exhibit 99.01

Valero Chief Operating Officer Rich Marcogliese
to Retire at End of the Year

SAN ANTONIO—(BUSINESS WIRE)—Valero Energy Corporation (NYSE: VLO) today announced that Rich Marcogliese, Valero’s Executive Vice President and Chief Operating Officer, has decided to retire at the end of 2010.

Marcogliese, whose refining industry career has spanned more than 36 years, joined Valero from Exxon in 2000 when Valero purchased the Benicia refinery in California. Marcogliese later accepted upper-management positions at Valero’s San Antonio headquarters, culminating in his appointment as Chief Operating Officer in October 2007.

“Rich’s strong leadership ensured the successful integration of refineries into Valero’s system, starting with Benicia,” said Valero Chairman and CEO Bill Klesse. “During Rich’s tenure as head of Refining and Chief Operating Officer, he led implementation of advanced management systems to improve plant reliability, and he enhanced Valero’s leadership role in occupational safety though our commitment to Star Site certification under OSHA’s Voluntary Protection Program. Rich has also played a key role in the cost-efficiency efforts that have helped Valero’s operations return to profitability. Many Valero refineries are now in the first quartile in several categories of the Solomon refining benchmarking survey.”

Marcogliese also has headed Valero’s United Way corporate campaigns as well as overseen responsibilities for Valero’s sponsorship of the Texas Open golf tournament, which annually raises millions of dollars for children’s charities. He is a past chairman of the Western States Petroleum Association, and he currently serves on the boards of directors of the National Petrochemical and Refiners Association, the Witte Museum and the San Antonio Economic Development Foundation.

Marcogliese, a native of the Bronx, N.Y., is looking forward to retirement so he can spend more leisure time with his wife, Pat, his adult children, and his new granddaughter.

About Valero:
Valero Energy Corporation is an international manufacturer and marketer of transportation fuels, other petrochemical products and power. Its assets include 15 petroleum refineries with a combined throughput capacity of approximately 2.8 million barrels per day, 10 ethanol plants with a combined production capacity of 1.1 billion gallons per year, and a 50-megawatt wind farm. Valero is also one of the largest retail operators with approximately 5,800 retail and branded wholesale outlets in the United States, Canada and the Caribbean under the Valero, Diamond Shamrock, Shamrock, Ultramar and Beacon brands. Based in San Antonio, Valero is a Fortune 500 company with approximately 21,000 employees. Please visit www.valero.com for more information.

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