Fill and Sign the Valero Energy Corporation Rule 14a 8 No Action Secgov Form

STOCKHOLDER PROPOSAL A stockholder of the Company has advised the Company that he intends to introduce the following resolution from the floor at the meeting (the name and address of the stockholder will be furnished by the Company to any person, orally or in writing as requested, promptly upon receipt of any oral or written request therefor): "RESOLVED, that the bylaws of this corporation be and hereby are amended to add the following Article thereto: "ARTICLE XIII" "Each officer and director of the corporation shall be subject to mandatory retirement on his or her seventieth birthday. No person shall be deemed qualified for nomination as a director whose term of office as a director shall extend past his or her seventieth birthday. No person shall be appointed as an officer of the corporation for a term which extends past his or her seventieth birthday." The stockholder has submitted the following statement in support of his proposal: "Of the 13 directors of the Company, 7 (a majority) are over 70 years of age, 6 are over 76, 5 are over 80, and two are over 90 (one is 94). The three oldest (94, 90 and 82 years old, respectively) are Vice Chairmen, drawing salaries of $400,000 each. "The Company needs to adopt a Bylaw imposing a reasonable mandatory retirement age for all officers and directors to assure that vigorous, energetic and innovative personnel can be brought into top management positions. The majority of companies listed on the New York Stock Exchange have adopted such a policy. Because the Board of Directors (a majority of whom are over 70) has failed to act, the shareholders themselves must do so. “Please: VOTE IN FAVOR of the above proposal." The Board of Directors recommends that you VOTE AGAINST this proposal for the reasons indicated below: Your Company has had more than fifty consecutive profitable years. In large part this has been due to the dynamic and effective leadership of the officers and directors of the Company. To require certain officers and directors to terminate their active involvement with the Company, thereby depriving it of their wisdom and experience, merely because they have attained a particular age is not in the best interests of the stockholders of the Company. The Board of Directors of the Company has always sought to add individuals of proven judgment and competence. To that end, it has proposed three new candidates for election to the Board at this meeting. In addition, the Board has adopted a policy under which directors (other than those currently on the Board) would retire at age 75. This would result in an orderly transformation of the Board rather than the upheaval contemplated by the stockholder's proposal and to a significant extent renders the stockholder's proposal moot.The favorable vote of a majority of the shares of common stock represented at the meeting and voting on this proposal is required for its adoption. Proxies solicited by the Board of Directors will be voted AGAINST the foregoing proposal unless stockholders specify otherwise. Belding Heminway Company, Inc. 4/13/92 The Board of Directors' Statement in Opposition to the Foregoing Stockholder Proposal The policy of Occidental's Nominating Committee is to select nominees whom the Committee believes to be best qualified to serve as directors. Management believes it is not in the best interest of stockholders to discriminate against well-qualified persons solely on the basis of age. Accordingly, the Board of Directors recommends a vote AGAINST the foregoing stockholder proposal. Proxies solicited by the Board of Directors will be so voted unless stockholders specify otherwise. Occidental Petroleum Corporation 3/16/92