EX-99.4 8 d87697ex99-4.txt FORM OF PROXY FOR HOLDERS OF VALERO COMMON STOCK 1 EXHIBIT 99.4 VALERO ENERGY CORPORATION PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. The Board of Directors recommends a vote FOR FOR AGAINST ABSTAIN adoption of the Merger Agreement and FOR the amendment of the Restated Certificate of Incorporation 1. Adoption of the Merger Agreement -- -- -- FOR AGAINST ABSTAIN 2. Approval of Amendment to Restated -- -- -- Certificate of Incorporation Sign here exactly as name(s) appear on this card. Dated , 2001 ------------------ (x) -------------------------------- (x) -------------------------------- I (we) hereby revoke all proxies previously given to vote at the meeting or any adjournments thereof and acknowledge receipt of the Joint Proxy Statement/Prospectus. If signing for a corporation or partnership or as agent, attorney or fiduciary, indicate full title or capacity in which you are signing. -------------------------------------------------------------------------------- - FOLD AND DETACH HERE - YOU CAN VOTE YOUR SHARES BY TELEPHONE OR INTERNET! QUICK - EASY - IMMEDIATE - AVAILABLE 24 HOURS A DAY - 7 DAYS A WEEK VALERO ENERGY CORPORATION encourages you to take advantage of convenient ways to vote your shares. If voting by proxy, you may vote by mail, or choose one of the two methods described below. Your telephone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, and returned your proxy card. To vote by telephone or Internet, read the proxy statement and then follow these easy steps: 2 ----------------------------------------------- TO VOTE BY PHONE Call toll free [ ] in the United States or Canada any time on a touch tone telephone. There is NO CHARGE to you for the call. Enter the 6-digit Control Number located above. Option #1: To vote as the Board of Directors recommends on the proposals: Press 1 When asked, confirm your vote by pressing 1 Option #2: If you choose to vote on the proposals separately, press 0 and follow the simple recorded instructions. ----------------------------------------------- ----------------------------------------------- TO VOTE BY INTERNET Go to the following website: www.computershare.com/us/proxy Enter the information requested on your computer screen, including your 6-digit Control Number located above. Follow the simple instructions on the screen. There is NO CHARGE to you to vote. ----------------------------------------------- If you vote by telephone or the Internet, DO NOT mail back the proxy card. THANK YOU FOR VOTING! 3 VALERO ENERGY CORPORATION THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD _______, 2001. The undersigned hereby appoint(s) each of William E. Greehey, Keith D. Booke and Jay D. Browning as Proxies, with full power of substitution, to represent and to vote all the shares of common stock of Valero Energy Corporation ("Valero") that the undersigned would be entitled to vote at the Special Meeting of Stockholders to be held in San Antonio, Texas on _________, 2001, including any adjournment thereof, with respect to the matters set forth in the Joint Proxy Statement/Prospectus. When properly executed, this proxy will be voted in accordance with the directions indicated, or if no direction is made, will be voted FOR adoption of the Merger Agreement and FOR the amendment of the Valero Restated Certificate of Incorporation. For shares allocated to a participant's account pursuant to any Employee Stock Plan of Valero, this proxy will constitute an instruction to the plan trustee as to how such shares are to be voted. In their discretion, the Proxies are authorized to vote upon any other matter that may properly come before the meeting. The Board of Directors recommends a vote FOR adoption of the Merger Agreement and FOR the amendment of the Valero Restated Certificate of Incorporation. YOUR VOTE IS IMPORTANT. PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY FORM PROMPTLY USING THE ENCLOSED ENVELOPE, OR VOTE BY TELEPHONE OR BY THE INTERNET BY FOLLOWING THE DIRECTIONS ON THE REVERSE SIDE. (Please See Reverse Side)