EXHIBIT 10.12

                            RESTRICTED UNIT AGREEMENT

     This Restricted Unit Agreement ("Agreement"), effective as of the date set
forth at the end of this Agreement ("Grant Date"), is between VALERO L.P., a
Delaware limited partnership ("Valero LP"), and NAME, a Participant in the
Valero GP, LLC 2000 Long-Term Incentive Plan for Valero L.P. ("Participant");
who agree as follows:

     1.   INTRODUCTION. Pursuant to the 2000 Long-Term Incentive Plan for Valero
L.P. (as may be amended, the "Plan"), the board of directors of Valero GP, LLC
(the "General Partner") awarded X,XXX common Units of Valero LP ("Restricted
Units") under the plan to the participant. The parties hereby enter to into this
Agreement to evidence the terms conditions and restrictions applicable to the
Restricted Units.

     2.   THE PLAN, RESTRICTIONS ON TRANSFER, VESTING. The Participant has read
and understands the Plan, which is incorporated herein by reference for all
purposes, and agrees to the terms and conditions applicable to the Restricted
Units and the rights and powers of Valero LP and the General Partner as provided
therein. In addition, the Participant agrees as follows:

          2.01 Except as provided in the Plan and this Agreement, Restricted
     Units may not be sold, exchanged, pledged, hypothecated, transferred,
     garnished or otherwise disposed of or alienated prior to vesting. The
     Participant agrees that certificates representing the Restricted Units may
     be imprinted with a legend to this effect.

          2.02 The Restricted Units granted hereunder are subject to the
     following Restricted Periods, and will vest and accrue to Participant in
     the following increments; XXX Units on JANUARY 21, 2003; XXX Units on
     JANUARY 21, 2004; and XXX Units on JANUARY 21, 2005. The restrictions may
     terminate prior to the expiration of such period as set forth in the Plan
     Upon vesting, for each Restricted Unit granted hereunder, the Participant
     will be entitled to receive and unrestricted Common Unit of Valero LP.

          2.03 Valero LP shall retain all certificates representing Restricted
     Units, together with stockpowers executed by the Participant pertaining to
     such Restricted Units, until the restriction on such Units described in the
     Plan or contained in this Agreement lapse.

          2.04 If Restricted Units are forfeited, the transfer agent of Valero
     LP is instructed, upon confirmation by the Secretary of the General Partner
     of such forfeiture, to surrender the certificate representing such shares
     for cancellation.

     3.   DER GRANT. Subject to the following, the award of Restricted Units
granted hereunder includes a tandem Award of a number DERs equal to the number
of Restricted Units granted hereunder. Each DER shall entitle the Participate to
receive cash payments equal to the cash distributions made by Valero LP with
respect to its outstanding Common Units generally, provided that no cash
distributions shall be payable to or on behalf of the Participant with respect
to record dates before the Grant Date, or with respect to any record date
occuring after the Grant Date on which the Participant has forfeited the
Restricted Units per the terms of the Plan. The DERs shall lapse on the earlier
of (i) the date on which the Restricted Units are forfeited, (ii) the dates in
tandem



with the vesting schedule for the Restricted Units set forth above, or (iii) a
Change of Control. In addition, subject to any forfeiture, the Participant will
have the right to vote such Restricted Units and to exercise all other rights,
powers and privileges of a holder of Valero LP Common Units with respect to such
Restricted Units, with the exception that the Participant will not be entitled
to delivery of the certificate(s) representing such Restricted Units until the
Restriction Period applicable to such Restricted Units or a portion thereof
shall have expired and unless all other vesting requirements with respect
thereto have been fulfilled.

     4.   LIMITATION. The Participant shall have no rights with respect to any
Restricted Units not expressly conferred by the Plan or this Agreement.

     5.   MISCELLANEOUS. All capitalized terms contained in this Agreement shall
have the definitions set forth in the Plan unless otherwise defined herein. This
Agreement shall be binding upon the parties hereto and their respective heirs,
legal representatives, successors and assigns.

     EFFECTIVE as of the 21ST day of JANUARY, 2002.

                                       VALERO L.P.
                                       by Riverwalk Logistics, L.P.
                                       its general partner
                                               by Valero GP, LLC
                                               its general partner

                                       William R. Klesse
                                       Executive Vice President


                                       -----------------------------------------
                                       NAME
                                       Participant