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SEC Filings
NUSTAR ENERGY L.P. filed this Form 10-Q on 05/15/2002
Entire Document

                                 Valero GP, LLC
                              Unit Option Agreement

         THIS AGREEMENT is between Valero GP, LLC, a Delaware Limited  Liability
company  (the  "Company")  and the person  whose  signature  is set forth on the
signature page hereof ("Participant").


       WHEREAS, the Company has adopted the Valero GP, LLC 2002 Unit Option Plan
(the "Plan")  which  provides for the grant of Options to certain key  employees
and non-employee directors of the Company and its Affiliates.

       WHEREAS,  Participant is a key employee or  non-employee  director and in
such capacity is in a position to contribute  materially to the continued growth
and  development  and  the  future  financial  success  of the  Company  and its
controlled Affiliates; and

       WHEREAS, the Company wishes to grant to Participant an option to purchase
Units of Valero L.P. (the  "Partnership") on the terms and conditions  specified
herein to  provide a means for the  Participant  to  participate  in the  future
growth of the Company and to increase the  Participant's  incentive and personal
interest in the continued success and growth of the Company;

         NOW THEREFORE, the parties agree as follows (any capitalized terms used
herein but not defined  herein shall have the  respective  meanings given in the

     1. Option

          a. Grant.  Subject to the terms and  conditions of this  Agreement and
     the Plan,  the Company  hereby  -----  grants to  Participant  an Option to
     purchase  all or any part of the  Units  set  forth on the  signature  page
     hereof, at the exercise price set forth on the signature page hereof.

          b. Term.  The term of the  Option  shall  expire at 11:59 p.m.  on the
     tenth anniversary of the Date ---- of Grant of the Option.

     2. Exercise.  Participant may, subject to the limitations of this Agreement
and the Plan,  exercise  all or any portion of the Option by  providing  written
notice of exercise to the Company specifying the number of Units with respect to
which the Option is being  exercised and  accompanied by payment of the exercise
price for such  Units.  The method or methods by which  payment of the  exercise
price may be made will  include  any method  acceptable  to the  Company and the
Partnership at the time of exercise of the option.

3. Securities Restrictions.  Participant agrees and acknowledges with respect to
any Units  issued  under the  Options  that have not been  registered  under the
Securities  Act of 1933 as amended (the "Act"),  that (i)  Participant  will not
sell or  otherwise  dispose  of  such  Units  except  pursuant  to an  effective
registration statement under the Act and any applicable state securities laws or
in a transaction which in the opinion of counsel for the Company, is exempt from
such registration,  and (ii) a legend will be placed on the certificates for the
Units to such effect.

       4.     Limited Interest.
          a.  The  grant  of  the  Option  shall  not  be  construed  as  giving
     Participant any interest other than as provided in this Agreement.

     b.  Participant  shall  have no rights as a Unit  holder as a result of the
grant of the Option, until the Option is exercised,  the exercise price is paid,
and the Units issued thereunder.

     c. The grant of the  Option  shall not affect in any way the right or power
of the Company to make or authorize any or all  adjustments,  recapitalizations,
reorganizations,  or other  changes in the  Company's  capital  structure or its
business,  or any merger,  consolidation or business combination of the Company,
or any issuance or modification of any term, condition, or covenant of any bond,
debenture,  debt,  preferred stock or other instrument ahead of or affecting the
Units or the rights of the holders thereof, or the dissolution or liquidation of
the  Company,  or any  sale or  transfer  of all or any  part of its  assets  or
business or any other Company act or proceeding,  whether of a similar character
or otherwise.

     5.  Incorporation  by  Reference.  The terms of the Plan to the  extent not
stated herein are expressly incorporated herein by reference and in the event of
any conflict between this Agreement and the Plan, the Plan shall govern.

     6. Amendment.  This Agreement may not be amended,  modified,  terminated or
otherwise altered except by the written consent of the parties thereto.