X0306 4 2012-08-22 0 0001339048 Western Refining, Inc. WNR 0001349643 Schmidt Ralph A C/O WESTERN REFINING, INC. 123 W. MILLS AVENUE, SUITE 200 EL PASO TX 79901 1 0 0 0 Common Stock 2012-08-22 4 S 0 2546 27.0036 D 1381 I By WRC Refining Company Common Stock 2012-08-23 4 S 0 1058 26.2883 D 323 I By WRC Refining Company Common Stock 2012-08-24 4 S 0 323 25.8895 D 0 I By WRC Refining Company Common Stock 749177 D 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. $27.0036 is the weighted average sale price. The shares were sold in various transactions through a broker at prices between $26.7500 per share and $27.7150 per share. $26.2883 is the weighted average sale price. The shares were sold in various transactions through a broker at prices between $26.2500 per share and $26.8500 per share. $25.8895 is the weighted average sale price. The shares were sold in various transactions through a broker at prices between $25.7500 per share and $26.1600 per share. /s/ Gary R. Dalke under POA 2012-08-24