X0304 4 2012-02-01 0 0001339048 Western Refining, Inc. WNR 0001349643 Schmidt Ralph A C/O 123 W. MILLS AVE., STE. 200 EL PASO TX 79901 1 0 0 0 Common Stock 2012-02-01 4 S 0 25000 17.0045 D 1160177 D Common Stock 3927 I By WRC Refining Company These trades were conducted pursuant to a 10b5-1 plan. The Reporting Person hereby undertakes to provide upon request by the SEC staff, the issuer, or any security holder of the issuer full information regarding the number of shares sold at each separate price. $17.0045 is the weighted average sale price. The shares were sold in various transactions through a broker at prices between $17.00 per share and $17.02 per share. /s/ Ralph A. Schmidt 2012-02-03