VALERO ENERGY CORP/TX — Director's Dealing 2011

Jan 26, 2011

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: VALERO ENERGY CORP/TX (VLO)
CIK: 0001035002
Period of Report: 2011-01-25

Reporting Person: Bernier Jean (EVP)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.01 par value	45618	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$18.985	2020-11-17	Common Stock (20000)		Direct
Employee Stock Option (right to buy)	$18.915	2019-10-29	Common Stock (12000)		Direct
Employee Stock Option (right to buy)	$17.11	2015-10-16	Common Stock (10900)		Direct
Employee Stock Option (right to buy)	$71.45	2014-10-25	Common Stock (5050)		Direct
Employee Stock Option (right to buy)	$52.545	2013-10-19	Common Stock (6000)		Direct
Employee Stock Option (right to buy)	$47.4775	2012-10-20	Common Stock (9800)		Direct
Employee Stock Option (right to buy)	$21.355	2014-10-21	Common Stock (20000)		Direct
Employee Stock Option (right to buy)	$9.825	2013-10-29	Common Stock (29000)		Direct
Performance Shares	$		Common Stock (40000)		Direct

Footnotes

F1: Options granted 11-17-2010; vest in annual 1/3 increments beginning one year from date of grant.

F2: Options granted 10-29-2009; 4,000 have vested and 4,000 will vest on each of 10-29-2011 and 10-29-2012.

F3: Options granted 10-16-2008; 7,267 have vested and 3,633 will vest on 10-16-2011.

F4: Options granted 10-25-2007; 3,030 have vested and 1,010 will vest on each of 10-25-2011 and 10-25-2012.

F5: Options granted 10-19-2006; 4,800 have vested and 1,200 will vest on 10-19-2011.

F6: Options granted 10-20-2005; all have vested.

F7: Options granted 10-21-2004; all have vested.

F8: Options granted 10-29-2003; all have vested.

F9: The performance shares vest annually in one-third increments beginning in January 2012, and are payable in shares of common stock in amounts ranging from zero to 200 percent of the performance shares.