THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Western Refining, Inc. (WNR)

4/25/2006 Proxy Information

Initial Public Offering

In connection with our initial public offering, our controlling stockholder, RHC Holdings, L.P., received 47,215,971 shares of our Common Stock in exchange for the limited partner interests in Western Refining Company, L.P. and WRC Refining Company, the general partner of RHC Holdings, L.P., received 476,929 shares of our Common Stock in exchange for the membership interest in the general partner of Western Refining Company, L.P., each pursuant to a Contribution Agreement, dated January 24, 2006. Paul L. Foster, our President, Chief Executive Officer and member of the our Board of Directors, owns a 71% limited partner interest in RHC Holdings, L.P. and a 97.3% interest in WRC Refining Company, of which Mr. Foster is the controlling stockholder and Chief Executive Officer. In addition, Jeff A. Stevens owns an 18% limited partner interest in RHC Holdings, L.P. and a 1.8% interest in WRC Refining Company; Ralph A. Schmidt owns a 5% limited partner interest in RHC Holdings, L.P. and a 0.5% interest in WRC Refining Company; and Scott D. Weaver owns a 5% limited partner interest in RHC Holdings, L.P. and a 0.5% interest in WRC Refining Company.

Aircraft Lease

In December 2004, Western Refining Company, L.P., our wholly-owned subsidiary, entered into a non-exclusive aircraft lease agreement with N456JW Aviation, Inc., or Aviation. The indirect stockholders of Aviation are Messrs. Foster, Stevens, Schmidt and Weaver. Pursuant to the lease agreement, an aircraft can be leased by us at a rate of $600 per flight hour. In addition, we are responsible for all operating and maintenance costs associated with our use of the aircraft. During 2005, we expensed approximately $245,000 in connection with payments to Aviation for leasing the aircraft. In addition, we incurred approximately $954,000 of expenses related to operating the aircraft during the same period, of which Messrs. Foster, Stevens, Schmidt and Weaver have reimbursed us for approximately $251,000, $43,000, $10,000 and $2,000, respectively, relating to personal use of the aircraft pursuant to a time sharing agreement with such officers. We have a policy requiring that such officers deposit in advance of any personal use of the aircraft an amount equal to three months of anticipated expenses for use of the aircraft. We believe that we lease the aircraft from Aviation on terms no less favorable to us than would be obtained from an unaffiliated third party.

Loans to Ascarate Group, LLC

In June 2005, Western Refining Company, L.P. made a loan with up to $2 million of availability to Ascarate Group LLC, or Ascarate, for purposes of financing acquisitions of real estate located adjacent to our refinery. Ascarate was owned by Messrs. Foster, Stevens, Schmidt and Weaver. The loan agreement provides for the payment of interest quarterly at the prevailing prime rate, subject to a maximum rate per annum of 12%. The principal balance is due on June 1, 2010. The loan is secured by deeds of trust and security agreements covering two parcels of real estate and any additional properties acquired by Ascarate with such funds. As of December 31, 2005, the principal balance on the loan was approximately $79,000. We believe that the loan made to Ascarate is on terms no less favorable to us than would be made to an unaffiliated third party. Effective January 31, 2006, we acquired the ownership interests in Ascarate for a nominal amount, and Ascarate became a wholly-owned subsidiary of Western Refining Company, L.P.

Real Property Lease

In March 2005, Western Refining L.P., as lessee, entered into a lease agreement with WRC Real Estate Investors, L.L.C., or WRC Real Estate, as lessor. WRC Real Estate is owned by Messrs. Foster, Stevens, Schmidt and Weaver. Pursuant to the lease agreement, we leased approximately 12 acres of property adjacent to our refinery until July 2005 when we purchased the property from WRC Real Estate for $2,075,000. The lease agreement provided for monthly rent of $12,500. In addition, we were responsible for paying all taxes, utilities and maintenance costs on the property, as well as maintaining minimum levels of insurance coverage on the property. Prior to termination of the lease, we paid approximately $53,000 in rent to WRC Real Estate.

Product Sales to Transmountain Oil Company

We sell refined product to Transmountain Oil Company, L.C., or Transmountain, which is a distributor in the El Paso area. Messrs. Foster, Stevens, Weaver and Schmidt own TMO Holdings, LLP, which acquired a 61.1% interest in Transmountain in June 2004. During 2005, sales to Transmountain totaled approximately $75.2 million at market-based rates. Total accounts receivable due from Transmountain as of December 31, 2005, were $3.2 million.

Lease with Transmountain

In October 2005, we entered into a lease agreement with Transmountain for office space adjacent to our refinery. The ten-year lease provides for Transmountain to pay us monthly rent of $6,800, subject to adjustment for inflation after five years. Transmountain is responsible for paying all taxes, utilities and maintenance costs on the property, as well as maintaining minimum levels of insurance coverage on the property. We believe that the lease with Transmountain is on terms no less favorable to us than would be provided to an unaffiliated third party.

Equity Appreciation Rights

RHC Holdings, L.P., the former general partner of Western Refining Company, L.P., granted equity appreciation rights, or EARs, to certain employees of Western Refining Company, L.P. to attract and retain management, motivate employees to achieve our long-range goals, provide compensation competitive with similar business and promote our long-term growth in value. These EARs were granted to nine individuals, including eight non-executive officers and Mr. Dalke. Each right entitled the holder to receive cash or notes, at our option, in an amount equal to the excess of the fair market value of each right at the date of exercise over the issue price of such right, as established at the time the right was granted. One-third of the rights vested on each anniversary of the vesting date set forth in the award agreement. The fair market value of each right was equal to 0.001% of four times the average annual earnings before interest, taxes, depreciation and amortization of Western Refining Company, L.P. for the prior 36 months ended at the end of its fiscal year immediately preceding the date for which the calculation was made plus its cash minus its debt at the end of such fiscal year. In December 2005, the equity appreciation rights were amended to provide all participants with the right to receive cash and, when our initial public offering closed, shares of our common stock.

RHC Holdings, L.P. assigned its obligations under the EARs to Western Refining Company, L.P. In connection with the closing of our initial public offering, all of the EARs were liquidated in exchange for $28 million in cash; of this amount, Mr. Dalke received $4.3 million in cash. In addition, we granted 1,772,042 shares of restricted stock under our Western Refining Long-Term Incentive Plan to holders of EARs, including 272,622 shares to Mr. Dalke. The shares of restricted stock vest ratably each quarter for two years.

Legal Fees

Prior to joining us in November 2005, Mr. Barfield, our Vice President — Legal, General Counsel and Secretary owned his own private law firm. During 2005, we paid Mr. Barfield’s law firm approximately $1.2 million in fees and expenses for legal services performed prior to joining us.