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    Valero Adopts New Compensation Policies

    A say-on-pay policy will allow shareholders to provide feedback on executive compensation.

    SAN ANTONIO -- Major energy company Valero Energy Corp.'s board of directors recently adopted a say-on-pay policy, a compensation consultant disclosure policy and other policies to enhance the company's corporate governance program.

    Under the new say-on-pay policy, stockholders will be provided with an advisory vote on executive compensation, starting with the company's 2010 annual meeting, according to the company.

    "Our executive compensation programs are designed to attract and retain the executive talent necessary to be successful and to align the executives' financial rewards with the growth and success of the company, promoting long-term, positive results for our stockholders," said Bill Klesse, Valero chairman of the board and CEO, said in a statement. "The say-on-pay policy will provide stockholders an opportunity to provide feedback to our board and management about our executive compensation programs."

    The compensation consultant disclosure policy provides for annual disclosure in Valero's proxy statement regarding fees paid to Valero's compensation consultant, and is designed to assist stockholders in the assessment of the independence of the consultant, the company stated.

    In addition, the company's board approved an executive compensation recovery policy, or "clawback" policy, as well as a political contributions disclosure policy.

    "Valero has always been committed to high standards of corporate governance," added Klesse. "By adopting these policies, Valero has also demonstrated its commitment to improving its governance program to strengthen investor confidence, increase long-term stockholder value and be responsive to the views of stockholders as best practices in corporate governance evolve."

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