Summary of VALERO ENERGY CORP/TX

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

(e) Compensatory Arrangements of Certain Officers.

On July 29, 2009, the Compensation Committee of the Board of Directors of Valero Energy Corporation approved certain amendments to Valero's annual incentive bonus program (the "Program") and approved certain amendments to the Company's Annual Bonus Plan. Our named executive officers are eligible to participate in the Program. The Program's performance measures now include "Operational and Strategic Measures" and "Financial Performance Measures." The Operational and Strategic Measures are new performance measures for the Program. The Financial Performance Measures are the same measures as used by the Company in 2008 and prior years.

The Program's 2009 performance measures are as follows:

Segment I. Operational and Strategic Measures - segment weighted as 50% of total bonus opportunity

Performance Measures:

Х health, safety, and environmental

Х mechanical availability

Х cost management and expense control

Range of Performance Scores and Weighting Each of the three performance metrics will be measured against actual Company performance with the range of outcome being between 0% to 200%.

Segment II. Financial Performance Measures - segment weighted as 50% of bonus opportunity

Performance Measures:

Х total stockholder return

Х earnings per share

Х return-on-investment versus peers

Range of Performance Scores and Weighting Each of the three performance metrics will be measured against actual Company performance with the range of outcome being between 0% to 200%, with each measure being weighted one-third.

The new measurement system eliminates the former discretionary adjustment factor of 25% to the final results of the Company's performance measures.

Except as noted above, the Company's annual bonus incentive program will function in 2009 in the manner disclosed in Valero's proxy statement for the 2009 annual meeting of stockholders.