MANAGEMENT STABILITY AGREEMENT AGREEMENT dated effective August 1, 1997 ("Agreement") between Valero Energy Corporation (formerly Valero Refining and Marketing Company), a Delaware corporation (the "Corporation"), and Gregory C. King (the "Executive"), WITNESSETH: WHEREAS, Executive and Valero Energy Corporation ("VEC"), (now, by change of name, PG&E Gas Transmission Texas Co.) entered into that certain Management Stability Agreement dated November 1, 1996 (the "Prior Agreement"); and WHEREAS, the Prior Agreement specifies that, in the event of a Divestiture (as defined in the Prior Agreement), the Corporation shall execute and deliver this Agreement to Executive; and WHEREAS, at a meeting of the Board of Directors of the Corporation held on April 23, 1997, the Board of Directors approved the execution, delivery and performance by the Corporation of management retention agreements, substantially in the form of this Agreement, between the Corporation and certain officers and other key executives of the Corporation and its subsidiaries, including the Executive; WHEREAS, should the Corporation become involved in any Change of Control situation, in addition to Executive's regular duties, Executive may be called upon to assist in the assessment of any third-party or internal proposals, advise management and the Board as to whether such proposals would be in the best interests of the Corporation and its shareholders, participate in successfully completing such transactions and to take such other actions as the Board might determine appropriate; NOW, THEREFORE, to assure that the Corporation will have the continued dedication of the Executive, and the availability of Executive's advice and counsel as to the best interests of the Corporation and its stockholders, notwithstanding the possibility, threat, or occurrence of a Change of Control, and to induce the Executive to remain in the employ of the Corporation and/or its designated subsidiaries, and for other good and valuable consideration, Corporation and Executive agree as follows: 1. Certain Definitions. The following terms, as used herein, have the following meanings: "Applicable Period" shall mean the two-year period following the Termination Date. "Annual Rate of Compensation" shall mean the aggregate regular base salary paid or payable to Executive by the Corporation and/or VEC with respect to any period of 12 consecutive months. "Cause" shall mean (i) Executive's conviction of a crime under federal or state law (excluding a misdemeanor offense not involving moral turpitude), or (ii) Executive's gross and deliberate disregard of Executive's duties and responsibilities, as reasonably determined by the Board of Directors of the Corporation after written notice of such failure and the failure or refusal by Executive to correct such failure within 10 days from the date notice is given, or (iii) the continued material impairment of Executive's ability to fulfill his responsibilities as a result of alcoholism or drug dependency after written notice of such material impairment and the failure to correct such impairment within 45 days from the date notice is given or such longer period as may be required under applicable law. "Change of Control" shall mean: (i) The acquisition by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) of 15% or more of either (a) the then outstanding shares of common stock of the Corporation (the "Outstanding Corporation Common Stock") or (b) the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the "Outstanding Corporation Voting Securities"); provided, however, that for purposes of this subparagraph (i), the following acquisitions shall not constitute a Change of Control: (a) any acquisition directly from the Corporation, (b) any acquisition by the Corporation, (c) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any corporation or other entity controlled by the Corporation or (d) any acquisition by any corporation or other entity pursuant to a transaction which complies with clauses (a), (b) and (c) of subparagraph (iii) of this definition; (ii) Individuals who, as of the date hereof, constitute the Board of Directors of the Corporation (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Corporation's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or (iii) Consummation of a reorganization, merger or consolidation, or sale, transfer, or other disposition of all or substantially all of the assets of the Corporation (a "Business Combination"), in each case, unless, following such Business Combination, (a) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation or other entity surviving or resulting from such Business Combination (including, without limitation, a corporation or other entity which as a result of such transaction owns the Corporation or all or substantially all of the Corporation's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities, as the case may be, (b) no Person (excluding any corporation or other entity surviving or resulting from such Business Combination or any employee benefit plan (or related trust) of the Corporation or such corporation or other entity surviving or resulting from such Business Combination) beneficially owns, directly or indirectly, 15% or more of, respectively, the then outstanding shares of common stock of the corporation or other entity surviving or resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation or other entity except to the extent that such ownership existed prior to the Business Combination and (c) at least a majority of the members of the board of directors or other governing body of the corporation or other entity surviving or resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board, providing for such Business Combination; or (iv) Approval by the shareholders of the Corporation of a complete liquidation or dissolution of the Corporation; or (v) any other event determined by the Board of Directors or the Committee to constitute a "Change of Control" hereunder. "Good Reason" shall mean (i) the occurrence of any event or circumstance which, if occurring following a Change in Control, would render Executive's termination of employment "involuntary" (as defined in Paragraph 3.D), or (ii) a breach (other than an insubstantial failure which is remedied by the Corporation promptly after receipt of notice thereof from the Executive) by the Corporation of any provision of this Agreement "Person" shall mean any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended). "Termination Date" shall mean the Executive's last day of employment with the Corporation or any of its subsidiaries. 2. Services During Certain Events. A. In the event any Person (i) begins a tender or exchange offer for equity securities of the Corporation, (ii) or publicly announces an intention to take or consider taking any actions which, if consummated, would constitute a Change of Control, (iii) circulates a stockholder consent or solicits a proxy for the election of directors, (iv) enters into an agreement with the Corporation, the consummation of which would result in a Change of Control, (v) becomes an "Acquiring Person" under the Rights Agreement dated July 17, 1997 between the Corporation and Harris Trust and Savings Bank, as Rights Agent, or (vi) publicly takes other steps which, if consummated, would constitute a Change of Control, Executive agrees not to voluntarily leave the employ of the Corporation or its subsidiaries, and will render the services contemplated in the recitals to this Agreement and in any employment agreement between the Corporation and Executive, until the earlier of (x) such date as such Person has abandoned or terminated efforts to effect a Change of Control, (y) sixty days following the date on which a Change of Control has occurred or (z) thirty days following written notice to the Corporation that Executive intends to terminate employment with the Corporation. B. The provisions of Paragraph 2.A notwithstanding, Executive may terminate employment for any reason prior to the occurrence of an event specified in Paragraph 2.A(i)-(vi), and, following the occurrence of any such event may terminate employment through retirement, total and permanent disability, or for Good Reason. 3. Termination After Change of Control. In the event that, within two years following the occurrence of a Change of Control of the Corporation, Executive's employment is terminated so that Executive is no longer employed with the Corporation or any of its subsidiaries, then, except as is otherwise provided in Paragraph 3.C below, Executive shall be entitled to receive the following payments and other benefits: A. Lump Sum Cash Payment. On or before Executive's Termination Date, the Corporation will pay to Executive (in addition to any base salary, bonuses, incentive compensation, expenses, vacation, benefits, benefit plan distributions and other amounts which would otherwise normally be payable to Executive, to the extent not theretofore paid), as compensation for services rendered to the Corporation, a lump sum cash amount (subject to any applicable payroll or other taxes required to be withheld) equal to two (2) times the Executive's highest Annual Rate of Compensation in effect with the Corporation or VEC at any time during the 36-month period ending on the Termination Date.In the event there are fewer than 24 months remaining from the Termination Date to Executive's normal retirement date at age 65, the amount otherwise payable hereunder shall be reduced as follows: the amount otherwise calculated under this Paragraph 3.A will be multiplied by a fraction, the numerator of which is the number of days remaining to Executive's normal retirement date and the denominator of which is 720, and the resulting product shall be the amount payable to Executive under this Paragraph 3.A. B. Other Benefits. (i) Insurance or Other Special Benefits. For the Applicable Period, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Corporation shall continue benefits to Executive and/or Executive's family at least equal to those which would have been provided to them under the welfare benefit plans, practices, policies and programs provided by the Corporation (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) immediately prior to such termination if the Executive's employment had not been terminated; provided, however, that in no event shall the continued benefits provided hereunder be less favorable, in the aggregate, than those provided under the most favorable of such plans, practices, policies and programs in effect for Executive at any time during the 120-day period immediately preceding the Termination Date or, if more favorable to Executive, those provided generally at any time after the Termination Date to other peer executives of the Corporation, its affiliated companies or their successors. To the extent that, during the Applicable Period, or any portion thereof, the benefits required to be provided under this Paragraph 3.B are also required to be provided by the Corporation under applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), the Corporation may discharge such portion of its obligation hereunder by providing such COBRA-mandated benefits, but at the Corporation's sole cost and expense. If Executive is reemployed by another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during the Applicable Period. (ii) Thrift and Other Plans. The Executive's participation in the Corporation's Thrift Plan, retirement plan for employees generally ("Pension Plan"), Supplemental Executive Retirement Plan ("SERP") or other applicable plans of the Corporation shall not continue after the Termination Date. Any terminating distributions and/or vested rights under such plans shall be governed by the terms of the respective plans. C. The foregoing provisions of this Paragraph 3 notwithstanding, Executive shall not be entitled to receive, and the Corporation shall not be obligated to make, the payments and other benefits specified in Paragraphs 3.A and 3.B above if Executive's termination employment occurs under any one of more of the following circumstances: (i) Executive's termination of employment is "voluntary"; (ii) Executive is terminated by his employer company for Cause; (iii) Executive's termination is a consequence of death or total and permanent disability; or (iv) Executive retires under the Corporation's Pension Plan. D. "Voluntary"/involuntary". In the event that Executive ceases to be an employee of the Corporation or its subsidiaries after (i) Executive's base salary is reduced to an amount below the base salary pertaining immediately prior to the Change of Control, or (ii) Executive's benefits (to include, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs, vacation benefits, retirement benefits, participation in stock option, restricted stock and other employee stock plans, and participation in executive incentive bonus programs) are reduced so as not to be at least substantially comparable with the benefits to which Executive was entitled prior to the Change of Control, or (iii) Executive is required to relocate to a new principal place of employment under circumstances in which Executive would not be reimbursed for all expenses reasonably incurred in such relocation (including taxes payable on such reimbursement; costs of packing, shipping and unpacking household goods; reasonable expenses of travel, meals and lodging in moving to the new location; reasonable costs of temporary living expenses at the new location; and a home sale allowance or other assistance in selling Executive's home commensurate with the assistance customarily provided by the Corporation to transferred executives prior to the Change of Control, then such termination of employment shall be deemed for all purposes of this Agreement to be "involuntary" and Executive shall be entitled to the benefits specified in Paragraphs 3.A and 3.B. If the Executive's termination of employment is not "involuntary," as defined above, and does not arise from one or more of the circumstances itemized in Paragraph 3.C(ii) through (iv), then such termination of employment is deemed to be "voluntary" for purposes of this Agreement. 4. Acceleration of Options and Rights in Certain Events. Stock options ("options") and stock appreciation or similar rights ("rights"), if any, granted to Executive by the Corporation under the Corporation's Stock Option Plan and Executive Stock Incentive Plan (collectively the "Plans") (or any other stock option or stock appreciation rights plan adopted by the Corporation) and not previously exercised, canceled or otherwise terminated will be exercisable in full for a period of 90 days, or if longer, such period as is specified in such plan, commencing on the earlier of (a) the date of the Change of Control of the Corporation or (b) the date of approval by the Corporation's shareholders of a transaction constituting a Change of Control; provided however, that no such option or right shall be exercisable after the expiration date of such option or right. 5. Removal of Restrictions on Stock Grants. Stock previously granted to Executive by the Corporation as restricted stock or performance shares under the Corporation's Executive Stock Incentive Plan (or any other similar stock plan adopted by the Corporation) will have all restrictions removed on the earlier of (a) the date of the Change of Control of the Corporation, or (b) on the date of approval by the Corporation's shareholders of a transaction constituting a Change of Control; provided, that, in the case of stock previously granted to Executive as performance shares under the Corporation's Executive Stock Incentive Plan (or any other similar stock plan adopted by the Corporation), the performance period shall be deemed to have terminated on the earlier of the dates specified in clauses (a) or (b) above, and the number of shares to which the Executive is then entitled shall be determined in accordance with such plan. 6. Excess Amounts. A. Excise Taxes. Anything in this Agreement to the contrary notwithstanding, in the event any payment or distribution by the Corporation to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (such excise tax, including any interest or penalties incurred with respect thereto, being referred to herein as the "Excise Tax"), then the lump-sum amount payable to the Executive pursuant to Paragraph 3.A hereof shall be reduced to such amount (the "Reduced Payment") but not below zero, such that the receipt of the Executive of the Reduced Payment and all other payments and distributions pursuant to this Agreement would not give rise to any Excise Tax. B. No Duplication. Subject to the terms and conditions hereof, if Executive has received either (i) the lump-sum payment specified in Section 3.A of the Prior Agreement, or (ii) the lump-sum payment and other benefits specified in Paragraph 3 of this Agreement for one Change of Control event under this Agreement, Executive shall not be entitled to receive a lump-sum payment or other such benefits under this Agreement from the Corporation for any Change of Control event occurring subsequent to the event resulting in such payment. In addition, if Executive receives a lump-sum payment under this Agreement, then, except as may be expressly provided in a separate agreement between Executive and the Corporation, Executive shall not be entitled to participate in and receive a severance benefit under any other severance plan maintained by the Corporation for executive officers or employees generally. The foregoing limitations shall not be construed to prevent Executive from receiving a payment from the Corporation under any separate agreement, contract or arrangement. C. Overpayments and Underpayments. All determinations required to be made under Paragraph 6.A shall be made by the Corporation which shall provide detailed supporting calculations to the Executive no later than the Termination Date. As a result of uncertainty in the application of Section 280G of the Code at the time of the initial determination hereunder, it is possible that payments will have been made by the Corporation which should not have been made ("Overpayment") or that additional payments, which will not have been made by the Corporation could have been made ("Underpayment"), in each case, consistent with the calculations required to be made hereunder. In the event that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to the Executive which the Executive shall repay to the Corporation together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code; provided, however, that no amount shall be payable by the Executive to the Corporation (or if paid by the Executive to the Corporation shall be returned to the Executive) if and to the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Corporation to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code. 7. General. A. Indemnification. If litigation is initiated to enforce or interpret any provision contained herein, the Corporation hereby agrees to indemnify Executive for reasonable attorneys' fees and disbursements incurred by Executive in such litigation (including any appellate proceedings, and regardless of whether or not such litigation is ultimately resolved in favor of Executive), and hereby agrees to pay pre-judgement interest on any money judgement obtained by Executive, calculated at the "prime rate" of interest announced by Morgan Guaranty Trust Company of New York, New York as being in effect from time to time, from the date that payment(s) to Executive should have been made in accordance with the provisions of this Agreement. B. Payment Obligations Absolute. The Corporation's obligation to pay Executive the compensation and other amounts specified herein and to make the arrangements provided herein shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Corporation may have against Executive or anyone else, or the completion of any Change of Control . All amounts payable by the Corporation hereunder shall be paid without notice or demand. Each and every payment made hereunder by the Corporation shall be final and the Corporation will not seek to recover all or any part of such payment from Executive or from whoever may be entitled thereto, for any reason whatsoever, excluding manifest error. Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owing by Executive to the Corporation, or otherwise. C. Successors. This Agreement shall be binding upon and inure to the benefit of Executive and Executive's estate, and the Corporation and any successor of the Corporation, but neither this Agreement nor any rights arising hereunder may be assigned or pledged by Executive. D. Severability. Any provision in this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. E. Controlling Law and Interpretation. This Agreement shall in all respects be governed by, and construed in accordance with, the laws of the State of Texas. In the event that the interpretation or application of any provision of this Agreement is determined in any proceeding to be ambiguous or uncertain, the parties expressly intend and agree that such ambiguity or uncertainty shall be resolved in favor of Executive. F. Assumption of Obligations under Prior Agreement. The parties recognize that, under the Prior Agreement, VEC has agreed to provide a lump sum cash payment and certain other benefits to Executive if Executive's employment with the Corporation is terminated within the period and under the circumstances specified therein, and that the Prior Agreement requires the Corporation to jointly and severally assume such obligation. Accordingly, the Corporation further agrees to, and does hereby, assume, jointly and severally with VEC, all obligations and liabilities of VEC to Executive under the Prior Agreement, and agrees that any claim, demand, or cause of action which Executive may have or claim to have under the Prior Agreement may be brought directly against the Corporation with the same force and effect as if the Corporation were an original party to the Prior Agreement; provided, however, that this assumption of obligations is not intended and shall not be construed to (i) release VEC from any obligation or liability to Executive under the Prior Agreement, or (ii) in any way enlarge or otherwise alter the obligations of VEC under the Prior Agreement, or extend the effectiveness of such Prior Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date set forth above. Gregory C. King VALERO ENERGY CORPORATION (formerly Valero Refining and Marketing Company) By: Edward C. Benninger President