SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

  ____________________________

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No. 3)*

Western Refining, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

959319 10 4

(CUSIP Number)

Paul L. Foster

123 W. Mills Avenue, Suite 200

El Paso, Texas 79901

(915) 534-1400

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

March 19, 2009

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box.   o

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 8 Pages)

_______________________

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 CUSIP No. 959319 10 4  13D Page 2 of 8 Pages

1	NAMES OF REPORTING PERSONS Paul L. Foster I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
	(a)	x
	(b)	o
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 36,428,090
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 8,239,417
	10	SHARED DISPOSITIVE POWER 20,063,228

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,365,052(1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)	x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41.5%
14	TYPE OF REPORTING PERSON (see instructions) IN

_______________________

(1) Of the shares indicated as beneficially owned by Mr. Foster, 785,314 shares are beneficially owned by WRC Refining Company (“WRCRC”), in which Mr. Foster holds a 97.3% interest, 19,277,914 are beneficially owned by Franklin Mountain Investments Limited Partnership (“FMILP”) in which Mr. Foster holds an 89.6% interest and 62,407 are restricted shares that will vest over three years from the date of grant and over which Mr. Foster has sole voting power.  Mr. Foster is the controlling stockholder and Chief Executive Officer of WRCRC and the sole stockholder and President of Franklin Mountain G.P., LLC, the General Partner of FMILP, and as such, may be deemed to have dispositive power over the shares owned by WRCRC and FMILP. Mr. Foster is a party to a voting agreement with WRCRC, FMILP, Jeff A. Stevens, Ralph A. Schmidt and Scott D. Weaver pursuant to which he has the power to vote certain of the shares of the Issuer held by such parties.  Mr. Foster hereby disclaims the beneficial ownership of the shares of the Issuer that are subject to the Voting Agreement and held by Messrs. Stevens, Schmidt and Weaver, as well as the shares corresponding to their interests in WRCRC.

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This Amendment No. 3 (the “Amendment”) constitutes the third amendment to the Schedule 13D originally filed by Paul L. Foster (the “Reporting Person”), with the Securities and Exchange Commission on January 31, 2006, as amended by Amendment No. 1 to such Schedule 13D filed on August 3, 2007, and further amended by Amendment No. 2 to such Schedule 13D filed on August 27, 2007 (as so amended, the “Schedule 13D”), with respect to the common stock, $0.01 par value (the “Common Stock”), of Western Refining, Inc. (the “Issuer”).  Except as specifically amended by this Amendment, the Schedule 13D remains in full force and effect.  Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Schedule 13D.

Item 1. Security and Issuer

Item 1 of the Schedule 13D is hereby amended and restated by deleting the information contained therein and inserting the following:

“This statement on Schedule 13D (“Schedule 13D”) relates to the common stock, $0.01 par value (“Common Stock”) of Western Refining, Inc., a Delaware corporation (the “Issuer”), whose principal executive offices are located at 123 W. Mills Avenue, Suite 200, El Paso, Texas 79901.”

Item 2. Identity and Background

Item 2(b) of the Schedule 13D is hereby amended and restated by deleting the information contained therein and inserting the following:

“The business address of the Reporting Person is 123 W. Mills Avenue, Suite 200, El Paso, Texas 79901.”

Item 2(c) of the Schedule 13D is hereby amended and restated by deleting the information contained therein and inserting the following:

“The Reporting Person’s principal occupation is to serve as the Chief Executive Officer of the Issuer.”

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and restated by deleting the information contained therein and inserting the following:

“See Item 3 above.

On July 26, 2007, the general and limited partners of RHC Holdings, L.P., namely: (i) WRCRC, as general partner and (ii) Jeff A. Stevens, Franklin Mountain Investments Limited Partnership (“FMILP”), the Reporting Person, Ralph A. Schmidt and Scott D. Weaver as limited partners (collectively with WRCRC, the “Partners”) approved a pro rata distribution in kind to the Partners of all of the shares of Common Stock held by RHC Holdings, L.P. on August 2, 2007 (the “Distribution”). As a result of the Distribution, the Partners now directly hold the shares of Common Stock that they previously held indirectly through their respective ownership interests in RHC.

On August 2, 2007, the Partners entered into a Voting Agreement which provides for the voting of certain of their shares of Common Stock and grants an irrevocable proxy to vote such shares to the Reporting Person.  On March 20, 2009, the Partners entered into an Amended and Restated Voting Agreement (the Voting Agreement, as so amended and restated, the “Voting

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Agreement”) which provides that upon the death or incapacity of the Reporting Person, the irrevocable proxy granted to the Reporting Person under the Voting Agreement will be automatically transferred to Jeff A. Stevens if Mr. Stevens is living and not incapacitated, and will otherwise automatically terminate.  The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Voting Agreement which is filed as Exhibit (b) hereto and is incorporated herein by reference.

On August 13, 2007, Jeff A. Stevens sold 300,000 shares of Common Stock beneficially owned by Mr. Stevens in unsolicited brokerage transactions. Between August 23, 2007 and August 24, 2007, Mr. Stevens sold an additional 150,000 shares of Common Stock beneficially owned by Mr. Stevens in unsolicited brokerage transactions.  Between August 27, 2007 and August 31, 2007, Mr. Stevens sold an additional 194,400 shares of Common Stock beneficially owned by Mr. Stevens in unsolicited brokerage transactions.

On August 13, 2007, Scott D. Weaver sold 200,000 shares of Common Stock beneficially owned by Mr. Weaver in unsolicited brokerage transactions. On August 24, 2007, Mr. Weaver sold an additional 50,000 shares of Common Stock beneficially owned by Mr. Weaver in unsolicited brokerage transactions.  Between August 29, 2007 and August 31, 2007, Mr. Weaver sold an additional 250,000 shares of Common Stock beneficially owned by Mr. Weaver in unsolicited brokerage transactions.

Between August 13 and August 17, 2007, Ralph A. Schmidt sold 500,000 shares of Common Stock beneficially owned by Mr. Schmidt in unsolicited brokerage transactions pursuant to a 10b5-1 plan entered into on August 13, 2007, as further described in Item 6 hereof. On August 21, 2007, Mr. Schmidt donated 60,000 shares of Common Stock beneficially owned by Mr. Schmidt to a charitable foundation, which shares were subsequently sold by that foundation.

On August 22, 2007, the Reporting Person donated 1,000,000 shares of Common Stock beneficially owned by the Reporting Person to a non-profit institution.

On March 19, 2009, Jeff A. Stevens donated 1,500,000 shares of Common Stock beneficially owned by Mr. Stevens to a charitable trust.

Except as disclosed herein and except that the Reporting Person may, from time to time or at any time, subject to market and general economic conditions, the requirements of federal or state securities laws and other factors, purchase additional shares of Common Stock in the open market, in privately negotiated transactions or otherwise, or sell at any time all or a portion of the shares of Common Stock now owned or hereafter acquired by the Reporting Person to one or more purchasers, as of the date of this Schedule 13D, the Reporting Person has no plans or proposals which relate to or would result in any of the following actions:

·   the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

·   an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

·   a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

·   any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

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·   any material change in the present capitalization or dividend policy of the Issuer;

·   any other material change in the Issuer’s business or corporate structure;

·   changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

·   causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

·   a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

·   any action similar to any of those enumerated above.

Depending on the factors described in the preceding paragraph, and other factors which may arise in the future, the Reporting Person may be involved in such matters and, depending on the facts and circumstances at such time, may formulate a plan with respect to such matters. In addition, the Reporting Person may entertain discussions with, or make proposals to, the Issuer, to other stockholders of the Issuer or to third parties.”

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated by deleting the information contained therein and inserting the following:

“(a)           (i) The Reporting Person is the beneficial owner of 28,365,052 shares of Common Stock, which, based on calculations made in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended, and there being 68,344,704 shares of Common Stock outstanding as of March 13, 2009, constitutes 41.5% of the outstanding shares of Common Stock.  Of the shares indicated as beneficially owned by the Reporting Person, 785,314 shares are beneficially owned by WRCRC in which the Reporting Person holds a 97.3% interest, 19,277,914 are beneficially owned by FMILP in which the Reporting Person holds an 89.6% interest and 62,407 are restricted shares that will vest over three years from the date of grant and over which the Reporting Person has sole voting power.  The Reporting Person is the controlling stockholder and Chief Executive Officer of WRCRC and the sole stockholder and President of Franklin Mountain G.P., LLC, the General Partner of FMILP, and as such, may be deemed to have dispositive power over the shares owned by WRCRC and FMILP.  The Reporting Person is a party to a voting agreement with WRCRC, FMILP, Jeff A. Stevens, Ralph A. Schmidt and Scott D. Weaver pursuant to which he has the power to vote certain of the shares of the Issuer held by such parties.  The Reporting Person hereby disclaims the beneficial ownership of the shares of the Issuer that are subject to the Voting Agreement and held by Messrs. Stevens, Schmidt and Weaver, as well as the shares corresponding to their interests in WRCRC.

(ii) Mr. Stevens is the beneficial owner of 5,149,150 shares of Common Stock which, based on the calculations in Item 5(a)(i) above constitutes 7.5% of the outstanding shares of Common Stock.

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(iii) Mr. Weaver is the beneficial owner of 1,544,363 shares of Common Stock which, based on the calculations in Item 5(a)(i) above constitutes 2.3% of the outstanding shares of Common Stock.

(iv) Mr. Schmidt is the beneficial owner of 1,464,756 shares of Common Stock which, based on the calculations in Item 5(a)(i) above constitutes 2.1% of the outstanding shares of Common Stock.

(v) FMILP is the beneficial owner of 19,277,914 shares of Common Stock which, based on the calculations in Item 5(a)(i) above constitutes 28.2% of the outstanding shares of Common Stock.

(vi) WRCRC is the beneficial owner of 807,302 shares of Common Stock which, based on the calculations in Item 5(a)(i) above constitutes 1.2% of the outstanding shares of Common Stock.

(b)           (i) The Reporting Person has sole voting power over 36,428,090 shares of Common Stock of the Issuer.  Of the shares indicated as beneficially owned by the Reporting Person in Item 5(a)(i) above, 62,407 are restricted shares which will vest over three years from the date of grant.  The Reporting Person has sole dispositive power over 8,239,417 shares and shared dispositive power over 20,063,228 shares, of which 785,314 shares are beneficially owned by WRCRC, in which the Reporting Person holds a 97.3% interest and 19,277,914 shares are beneficially owned by FMILP in which the Reporting Person holds an 89.6% interest. The Reporting Person is the controlling stockholder and Chief Executive Officer of WRCRC and the sole stockholder and President of Franklin Mountain G.P., LLC, the General Partner of FMILP, as such, may be deemed to have dispositive power over the shares owned by WRCRC and FMILP.  WRCRC is a Texas corporation and FMILP is a Texas limited partnership and the business address of each is 123 W. Mills Avenue, Suite 200, El Paso, Texas 79901.  During the past five years, neither WRCRC nor FMILP has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(ii) Of the shares indicated as beneficially owned by Jeff A. Stevens in Item 5(a)(ii) above, 48,565 shares are restricted shares over which Mr. Stevens has sole voting power and 14,134 shares are beneficially owned by WRCRC, in which Mr. Stevens has a 1.8% interest and over which shares Mr. Stevens has shared dispositive power.  Of the remaining 5,086,451 shares beneficially owned by Mr. Stevens, Mr. Stevens has sole voting and sole dispositive power over 1,633 shares, and Mr. Stevens has sole dispositive power and the Reporting Person has sole voting power over 5,084,818 shares pursuant to the Voting Agreement described in Item 4 herein.

(iii) Of the shares indicated as beneficially owned by Scott D. Weaver in Item 5(a)(iii) above, 31,253 shares are restricted shares which will vest over three years from the date of grant and over which shares Mr. Weaver has sole voting power and 3,927 shares are beneficially owned by WRCRC, in which Mr. Weaver holds a 0.5% interest and over which shares Mr. Weaver has shared dispositive power.  Of the remaining 1,509,183 shares beneficially owned by Mr. Weaver, Mr. Weaver has sole voting and sole dispositive power over 1,067 shares, and Paul L. Foster has sole voting power and Mr. Weaver has sole dispositive power over 1,508,116 shares.

(iv) Of the shares indicated as beneficially owned by Ralph A. Schmidt in Item 5(a)(iv) above, Mr. Schmidt has shared dispositive power for 3,927 of the shares which are beneficially owned by WRCRC, in which Mr. Schmidt holds a 0.5% interest and 7,208 shares are restricted

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shares that will vest over three years from the date of grant and over which shares Mr. Schmidt has sole voting power.  Of the remaining 1,453,621 shares beneficially owned by Mr. Schmidt, Mr. Schmidt has sole voting and sole dispositive power over 5,505 shares and Paul L. Foster has sole voting power and Mr. Schmidt has sole dispositive power over 1,448,116 shares.

(v) Of the shares indicated as beneficially owned by FMILP in Item 5(a)(v) above, FMILP has shared dispositive power over all of the shares.  The Reporting Person holds an 89.6% interest in FMILP and is the sole stockholder and President of Franklin Mountain, G.P., LLC, the General Partner of FMILP and as such, may be deemed to have dispositive power over all of its shares.  Pursuant to the Voting Agreement as described in Item 4 herein, the Reporting Person has sole voting power over the shares beneficially held by FMILP.

(vi) Of the shares indicated as beneficially owned by WRCRC in Item 5(a)(vi) above, WRCRC has shared dispositive power over all of the shares.  The Reporting Person holds a 97.3% interest in WRCRC and is the President, controlling stockholder and Chief Executive Officer of WRCRC and as such, may be deemed to have dispositive power over all of its shares.  Pursuant to the Voting Agreement as described in Item 4 herein, the Reporting Person has sole voting power over the shares beneficially held by WRCRC.

(c) Except as described in Item 4 of this Schedule 13D or elsewhere in this Schedule 13D, the Reporting Person, Jeff A. Stevens, Scott D. Weaver, Ralph A. Schmidt, FMILP and WRCRC have not effected any transactions in the Common Stock during the past 60 days.

(d) No other person is known by the Reporting Person to have the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, the Common Stock beneficially owned by the Reporting Person.

(e) Not applicable.”

Item 7. Material to Be Filed as Exhibits

Exhibit (b) to the Schedule 13D is hereby replaced with the following:

“(b) Amended and Restated Voting Agreement dated as of March 20, 2009, by and among the certain stockholders of Western Refining, Inc. listed on the signature pages thereto.”

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Signatures

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 23, 2009

/s/ Paul L. Foster

Paul L. Foster

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EXHIBIT INDEX

Amended and Restated Voting Agreement dated as of March 20, 2009, by and among the certain stockholders of Western Refining, Inc. listed on the signature pages thereto.

EX-99.B

Exhibit (b)

AMENDED AND RESTATED

VOTING AGREEMENT

This AMENDED AND RESTATED VOTING AGREEMENT (this “Agreement”), dated as of March 19, 2009, is by and among those certain stockholders of Western Refining, Inc., a Delaware corporation (the “Company”) who are parties hereto as listed on Schedule 1 hereto (each a “Stockholder,” and collectively the “Stockholders”). This Agreement amends and restates, in its entirety, that certain Voting Agreement, dated as of August 2, 2007, between the Stockholders (the “Original Agreement”).

RECITALS

WHEREAS, prior to the Schmidt Distribution and the Partner Distribution (as each is defined below), RHC Holdings, L.P. (“RHC”) owned 40,568,000 shares of common stock of the Company;

WHEREAS, pursuant to that certain Written Consent of Partners of RHC Holdings, L.P., dated as of May 7, 2007 (the “Schmidt Consent”), the partners of RHC approved a distribution (the “Schmidt Distribution”) of 502,029 shares of common stock of the Company, previously owned by RHC, to Ralph A. Schmidt (the “Schmidt Common Stock”);

WHEREAS, pursuant to that certain Written Consent of Partners of RHC Holdings, L.P., dated as of August 2, 2007 (the “Partner Consent”), the partners of RHC approved a distribution (the “Partner Distribution”) of the remaining shares of common stock of the Company owned by RHC, to the partners of RHC (the “RHC Common Stock”);

WHEREAS, as of the date of the Original Agreement, WRC Refining Company (“WRC”) owned 807,302 shares of common stock of the Company (together with the Schmidt Common Stock and the RHC Common Stock, the “Subject Common Stock”) that WRC acquired in connection with the Company’s initial public offering in January of 2006 (the “IPO Transaction”);

WHEREAS, each Stockholder was and continues to be a partner of RHC and pursuant to the Schmidt Consent, the Partner Consent or the IPO Transaction, as applicable, became the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of, and such Stockholder is entitled to vote (or to direct the voting of), the number of shares of Subject Common Stock as set forth next to such Stockholder’s name on Schedule 1 hereto;

WHEREAS, to induce Paul L. Foster (“Foster”) to consent to the Partner Distribution, the other Stockholders agreed to enter into the Original Agreement and grant Foster the proxy rights described therein and herein;

WHEREAS, certain of the Stockholders have, since the date of the Original Agreement, disposed of shares of the Subject Common Stock; and

WHEREAS, the Stockholders desire to amend and restate the Original Agreement to amend certain provisions of the Original Agreement relating to the death or incapacitation of Foster and Jeff A. Stevens (“Stevens”) and to amend Schedule 1 to reflect the disposition of shares of the Subject Common Stock since the date of the Original Agreement.

NOW THEREFORE, in consideration of the premises set forth above and for other good and valuable consideration, receipt of which is hereby acknowledged, the Stockholders agree as follows:

1.Term of the Agreement.  This Agreement shall terminate, and no Stockholder shall have any rights or obligations hereunder, and this Agreement shall become null and void and have no effect at the earliest to occur of (i) August 2, 2017, (ii) upon the death or incapacitation of both Foster and Stevens, (iii) with respect to each Stockholder individually, the date on which such Stockholder no longer is a beneficial owner of any shares of Subject Common Stock or (iv) with respect to each share of Subject Common Stock, the date on which such share of Subject Common Stock is no longer owned by a Stockholder (the “Term”); provided, that termination of this Agreement shall not prevent any party hereunder from seeking any remedies (at law or in equity) against any other party hereto for such party’s breach of any of the terms of this Agreement.

2.Grant of Irrevocable Proxy.  Each Stockholder hereby grants to, and is deemed to have executed in favor of, Foster, or if he is deceased or incapacitated, then Stevens if he is living and not incapacitated a proxy to vote, or to give written consent with respect to the power and authority to vote, the shares of Subject Common Stock owned by such Stockholder. Each Stockholder also agrees to sign, execute and deliver a separate written proxy or other instrument as may reasonably be requested in furtherance of this Agreement.   Furthermore, the parties hereto acknowledge and agree that each proxy granted under this Section 2 is coupled with an interest and shall be irrevocable for the Term of this Agreement.  For the purposes hereof, “incapacitated” shall mean that one is unable to manage properly by oneself, with such inability, or the determination that such inability has been removed, to be determined upon the written certification thereto by at least two (2) licensed medical physicians, one of whom is the party’s primary attending physician.

3.Representations and Warranties of Stockholders.  Each Stockholder, severally and not jointly, hereby represents and warrants to the other Stockholders as follows:

a.Due Authority.  Such Stockholder has the capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby.  Such Stockholder has all necessary power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby.  The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by such Stockholder, constitutes a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by equitable principles.

b.Ownership of Shares.  Such Stockholder legally or beneficially owns (within the definition of Rule 13d-3 under the Securities Exchange Act of 1934) the number of

shares of Subject Common Stock set forth next to such Stockholder’s name on Schedule 1 hereto.  The number of shares of Subject Common Stock so set forth are all of the shares of Subject Common Stock directly legally or beneficially owned by such Stockholder.  Such Stockholder has sole voting power with respect to all of the shares of Subject Common Stock set forth next to such Stockholder’s name on Schedule 1 hereto, with no limitations, qualifications or restrictions on such rights, subject only to applicable securities laws and the terms of this Agreement.

c.No Conflicts.  (i) No filing with any governmental authority, and no authorization, consent or approval of any other person is necessary for the execution of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby (it being understood that nothing herein shall prevent a Stockholder’s compliance with Section 13(d) or Section 16 of the Exchange Act) and (ii) none of the execution and delivery of this Agreement by such Stockholder, the consummation by such Stockholder of the transactions contemplated hereby or compliance by such Stockholder with any of the provisions hereof shall (A) result in, or give rise to, a violation or breach of or a default under any of the terms of any material contract, understanding, agreement or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder’s shares of Subject Common Stock or assets may be bound, or (B) violate any applicable order, writ, injunction, decree, judgment, statute, rule or regulation which could reasonably be expected to adversely affect such Stockholder’s ability to perform its obligations under this Agreement.

4.  Miscellaneous.

a.Notices.  All notices shall be in writing and delivered by (i) personal delivery by hand, (ii) facsimile, (iii) overnight courier or (iv) email, in each case at the following addresses, facsimile numbers and email addresses (or to such other address, facsimile number or email address as a Stockholder may specify by notice given to the Stockholders pursuant to this provision):

Paul L. Foster:	123 W. Mills Avenue, Suite 200
	El Paso, Texas 79901
Facsimile:	915-534-2652
Email:	paul.foster@wnr.com
Franklin Mountain Investments Limited Partnership:	c/o Paul L. Foster
	123 W. Mills Avenue, Suite 200
	El Paso, Texas 79901
Facsimile:	915-534-2652
Email:	paul.foster@wnr.com
Jeff A. Stevens:	123 W. Mills Avenue, Suite 200
	El Paso, Texas 79901
Facsimile:	915-534-2652
Email:	jeff.stevens@wnr.com

Ralph A. Schmidt:	2925 Piano Bridge Road
	Schulenburg, Texas 78956
Facsimile:	979-561-8230
Email:	ralph.schmidt@wnr.com
Scott D. Weaver:	123 W. Mills Avenue, Suite 200
	El Paso, Texas 79901
Facsimile:	915-534-2652
Email:	scott.weaver@wnr.com
WRC Refining Company:
	c/o Paul L. Foster:
	123 W. Mills Avenue, Suite 200
	El Paso, Texas 79901
Facsimile:	915-534-2652
Email:	paul.foster@wnr.com

Notice shall be deemed received on the business day following the day such notice is sent by one of the foregoing methods.

b.Stockholder Capacity.  Each Stockholder executes this Agreement solely in such Stockholder’s capacity as the record holder or direct beneficial owner of such Stockholder’s shares of Subject Common Stock.  Without limiting the foregoing, nothing in this Agreement shall limit or affect the ability of a director or officer of the Company to take any action as may be advisable or necessary in the discharge of his or her fiduciary duties as such director or officer, and without regard to whether he or she is, without limitation, (i) a trustee or co-trustee of one or more Stockholders, (ii) an officer, consultant or other representative of a Stockholder or of a trustee or co-trustee of one or more Stockholders, or (iii) a beneficiary of one or more Stockholders.

c.Publication.  Each Stockholder hereby permits the Company to publish and disclose in any proxy statement or information statement (including all documents and schedules filed with the Securities and Exchange Commission) relating to the Stockholder’s identity and ownership of shares of Subject Common Stock and the nature of such Stockholder’s commitments, arrangements, and understandings pursuant to this Agreement.

d.Further Actions.  Each of the parties hereto agrees that it will use its reasonable best efforts to do all things necessary to effectuate this Agreement.

e.Entire Agreement.  This Agreement contains the entire understanding of the parties hereto with respect to the subject matter contained herein and supersedes all prior agreements and understandings, oral and written, with respect thereto.

f.Assignment.  Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto.  Nothing in this Agreement, expressed or implied, is intended to confer on any person, other than the parties hereto, any rights or remedies.

g.Amendments, Waivers, etc.  This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, except upon the execution and delivery of a written agreement executed by all of the relevant parties hereto.

h.Specific Enforcement.  The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.  Accordingly, the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which they are entitled at law or in equity.

i.Remedies Cumulative.  All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party.

j.No Waiver.  The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance.

k.Governing Law; Waiver of Jury Trial; Attorney’s Fees.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.  EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.  THE PREVAILING PARTY IN ANY DISPUTE SHALL BE ENTITLED TO RECEIVE ATTORNEY’S FEES AND EXPENSES ASSOCIATED WITH THE DISPUTE FROM THE NON-PREVAILING PARTY.

l.Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in Houston, Texas, in accordance with the rules, then obtaining, of the American Arbitration Association.  Judgment upon the award rendered may be entered in any court having jurisdiction thereof.

m.Headings.  The descriptive headings of this Agreement are inserted for convenience only, do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement.

n.Counterparts; Facsimiles.  This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all of which together shall

be deemed to be one and the same instrument.  A signature transmitted by facsimile shall be treated for all purposes by the parties hereto as an original, shall be binding upon the party transmitting such signature without limitation.

o.No Ownership Interest.  Nothing contained in this Agreement shall otherwise be deemed to vest in any Stockholder any direct or indirect ownership interest in or with respect to any shares of Subject Common Stock of any other Stockholder, nor shall anything in this Agreement be deemed to restrict the ability of any Stockholder to sell, pledge or otherwise transfer any shares of Subject Common Stock owned by such Stockholder.  Except as otherwise provided in this Agreement, all other rights, ownership and economic benefits of and relating to any shares of Subject Common Stock shall remain with and belong to the owner of such Subject Common Stock, and no other Stockholder shall have the authority to manage, direct, superintend, restrict, regulate, govern or administer any of the policies or operations of the Company or exercise any power or authority to direct any other Stockholder in the voting of such Stockholder’s shares of Subject Common Stock.

p.Subject Common Stock.  Solely for the avoidance of doubt and notwithstanding anything to the contrary contained herein, this Agreement shall only apply to the Subject Common Stock and shall not apply to any other previously- or after-acquired shares of common stock of the Company, currently or hereafter, directly or indirectly owned by any party hereto.

q.Legend.  For the avoidance of doubt, the legend previously included on the certificates representing the Subject Common Stock pursuant to the Original Agreement shall remain in full force and effect for purposes of this Agreement.

 [Signature Page Follows]

IN WITNESS WHEREOF, this Agreement is executed as of the date first stated above.

WRC REFINING COMPANY, a Texas corporation
By:	/s/ Paul L. Foster
	Paul L. Foster, President
/s/ Paul L. Foster
Paul L. Foster
FRANKLIN MOUNTAIN INVESTMENTS LIMITED PARTNERSHIP
By:	Franklin Mountain GP, L.L.C.
	General Partner
	By: /s/ Paul L. Foster
	Name:  Paul L. Foster
	Title: President
/s/ Jeff A. Stevens
Jeff A. Stevens
/s/ Sharon Stevens
Sharon Stevens, Spouse
/s/ Ralph A. Schmidt
Ralph A. Schmidt
/s/ Linda Schmidt
Linda Schmidt, Spouse
/s/ Scott D. Weaver
Scott D. Weaver

Voting Agreement-Signature Page

Schedule 1

Stockholder	Subject Common Stock
	As of the date of the Original Agreement	As of the date of this Agreement
WRC Refining Company	807,302	807,302
Paul L. Foster	9,237,334	8,237,334
Franklin Mountain Investments Limited Partnership	19,277,914	19,277,914
Jeff A. Stevens	7,229,218	5,084,818
Ralph A. Schmidt	2,008,116	1,448,116
Scott D. Weaver	2,008,116	1,508,116