-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TlL+ykw6PTmQS846HAj8UN1aiBfMIR89DEv9GLlemYQIwG5rMUif6SZ16iRvbIHj JJyn5SEaR2owbGoXFENTjg== 0000887207-97-000062.txt : 19970526 0000887207-97-000062.hdr.sgml : 19970526 ACCESSION NUMBER: 0000887207-97-000062 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19970522 EFFECTIVENESS DATE: 19970522 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ULTRAMAR DIAMOND SHAMROCK CORP CENTRAL INDEX KEY: 0000887207 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 133663331 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-27697 FILM NUMBER: 97613482 BUSINESS ADDRESS: STREET 1: 9830 COLONNADE STREET 2: P O BOX 696000 CITY: SAN ANTONIO STATE: TX ZIP: 78269-6000 BUSINESS PHONE: 2106416800 MAIL ADDRESS: STREET 1: TWO PICKWICK PLAZA STREET 2: THIRD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 FORMER COMPANY: FORMER CONFORMED NAME: ULTRAMAR CORP /DE DATE OF NAME CHANGE: 19930328 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on May 22, 1997 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ULTRAMAR DIAMOND SHAMROCK CORPORATION (Exact name of registrant as specified in its charter) Delaware 13-3663331 (State of Incorporation) (IRS Employer Identification No.) 9830 Colonnade Boulevard San Antonio, Texas 78230 (Address of principal executive offices) ULTRAMAR DIAMOND SHAMROCK CORPORATION NON-EMPLOYEE DIRECTOR EQUITY PLAN (Full title of the plan) Patrick J. Guarino, Esq. Executive Vice President, General Counsel, and Secretary Ultramar Diamond Shamrock Corporation 9830 Colonnade Boulevard San Antonio, Texas 78230 (210) 641-6488 (Name, address and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE Proposed Proposed maximum maximum Amount of Title of Amount offering aggregate registra- securities to to be price per offering tion be registered registered share price fee Common Stock, 100,000 $31.125 (2) $3,112,500(2) $1073.28 (2) par value $.01 per share(1) (1) Includes associated rights to purchase Ultramar Diamond Shamrock Corporation Common Stock exercisable pursuant to the Rights Agreement filed as Exhibit 4.2 hereto. (2) Estimated solely for the purpose of computing the registration fee in accordance with Rule 457(h)and Rule 457(c), based on the market value of shares of Common Stock of Ultramar Diamond Shamrock Corporation (the "Company") of $31.125 per share, which is the average of the high and low sale prices thereof on the Composite Tape of the New York Stock Exchange on May 16, 1997. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents filed with the Securities and Exchange Commission (the "Commission") by Ultramar Diamond Shamrock Corporation, formerly Ultramar Corporation (the "Company") are incorporated herein by reference: (a) The Company's 1996 Annual Report on Form 10-K for the fiscal year ended December 31, 1996, filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the "1934 Act"); (b) The Company's Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31, 1997, and all other reports, if any, filed by the Company pursuant to Section 13(a) or 15(d) of the 1934 Act since the end of the fiscal year ended December 31, 1996 (c) The Company's Current Report on Form 8-K dated March 4, 1997, and the Company's Amendment to Current Report on Form 8-K/A dated March 4, 1997; and (d) The description of Common Stock of the Company contained in the Company's Registration Statement on Form S-4 (File No. 333-14807). All documents filed by the Company pursuant to Sections 13(a), 13(c), 14, or 15(d) of the 1934 Act subsequent to the filing of this Form S-8 Registration Statement (the "Registration Statement") and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the respective dates of the filing of such documents. Item 5. Interests of Named Experts and Counsel EXPERTS The consolidated financial statements and schedule of Ultramar Diamond Shamrock Corporation appearing in the Company's Annual Report (Form 10-K) for the year ended December 31, 1996, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference, which, as to all periods presented, is based in part on the report of Price Waterhouse LLP, independent accountants. Such financial statements are, and certain audited financial statements to be included in subsequently filed documents will be, incorporated herein and therein in reliance upon the reports of Ernst & Young LLP and Price Waterhouse LLP, pertaining to such financial statements and schedule (to the extent covered by consents filed with the Securities and Exchange Commission) given upon the authority of such firms as experts in accounting and auditing. LEGAL MATTERS The validity of the shares of the Company's Common Stock being offered hereby has been passed upon for the Company by Todd Walker, Esq., Corporate Counsel for the Company. Mr. Walker beneficially owns shares of the Common Stock of the Company as a result of his participation in various Company employee benefit plans. Item 6. Indemnification of Directors and Officers. The By-laws of the Company provide that the Company shall indemnify its officers and directors to the fullest extent permitted or required by the Delaware General Corporation Law (the "DGCL"), as amended from time to time, provided, however, that except insofar as the Company's By-laws provide indemnification for an officer or director with respect to a proceeding initiated by such officer or director to enforce rights to indemnification, officers and directors will not be entitled to indemnification in connection with proceedings initiated by an officer or director if the initiation of such proceedings was not authorized by the board of directors of the Company. Section 145 of the DGCL provides, in general, that each director and officer of a corporation may be indemnified against expenses (including attorneys' fees, judgments, fines, and amounts paid in settlement) actually and reasonably incurred in connection with the defense or settlement of any threatened, pending, or completed legal proceedings in which he is involved by reason of the fact that he is or was a director or officer of the Company, if he acted in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, if he had no reasonable cause to believe that his conduct was unlawful. If the legal proceeding, however, is by or in the right of the Company, the director or officer may not be indemnified in respect of any claim, issue, or matter as to which he shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Company unless a court determines otherwise. The Company's By-laws also provide for advances in certain circumstances covering expenses incurred by an officer or director of the Company in connection with the defense of a proceeding for which such officer or director would be entitled to indemnity under the Company's By-laws. The Company's By-laws further provide that the Company may procure and maintain insurance covering director's and officer's liability for their actions in those capacities, whether or not the Company would be entitled to provide indemnification for such liability under the DGCL. The Certificate of Incorporation of the Company provides that the personal liability of the directors of the Company shall be eliminated to the fullest extent permitted by applicable law. The DGCL permits a corporation's certificate of incorporation to provide that no director of the corporation shall be personally liable to the corporation or its stockholders for monetary damages for any breach of his fiduciary duty as a director; provided, however, that such provision shall not apply to any liability of a director (1) for any breach of a director's duty of loyalty to the corporation or its stockholders, (2) for acts or omissions that are not in good faith or involve intentional misconduct or a knowing violation of the law, (3) under Section 174 of the DGCL or (4) for any transaction from which the director derived an improper personal benefit. The Company has entered into indemnification agreements with the directors and certain officers of the Company providing for indemnification on the terms set out in the By-laws of the Company. Item 8. Exhibits. Exhibit Number Description 4.1 Ultramar Diamond Shamrock Corporation Non-Employee Director Equity Plan 4.2 Rights Agreement, dated June 25, 1992, between the Company and Registrar and Transfer Company (as successor rights agent to First City, Texas-Houston, National Association), as amended by the First Amendment dated October 26, 1992, the Amendment dated May 10, 1994 and the Amendment dated September 22, 1996 (incorporated by reference to Exhibit 4.2 of the Company's Registration Statement on Form S-1 (File No. 33-47586), Exhibit 4.2 of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1992, Exhibit 4.3 to the Company's Annual Report on Form 10-K for the year ended December 31, 1994 and Exhibit 4.1 of the Company's Current Report on Form 8-K dated September 25, 1996)* 5.1 Opinion regarding legality of securities being issued 23.1 Consent of Price Waterhouse LLP 23.2 Consent of Ernst & Young LLP 23.3 Consent of Todd Walker, Esq. (included in Exhibit 5.1) 24.1 Power of Attorney of Directors and Officers of the Company * Each document marked by an asterisk is incorporated herein by reference to the designated document previously filed with the Commission. Item 9. Undertakings. A. The Company hereby undertakes (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement (a) to include any prospectus required by Section 10(a) (3) of the Securities Act of 1933, as amended (the "1933 Act"), (b) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represents a fundamental change in the information set forth in this Registration Statement, and (c) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; (2) that, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. B. The Company hereby undertakes that, for purposes of determining any liability under the 1933 Act, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. C. Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions or otherwise, the Company is advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by a director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of counsel for the Company the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the 1933 Act, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Antonio, Texas, on the 22nd day of May, 1997. ULTRAMAR DIAMOND SHAMROCK CORPORATION By: /s/ R. R. HEMMINGHAUS R. R. Hemminghaus Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the 1933 Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated: Signature Title Date *R. R. Hemminghaus Chairman of the Board May 22, 1997 and Chief Executive Officer *H. Pete Smith Executive Vice May 22, 1997 President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) *Byron Allumbaugh Director May 22, 1997 *E. Glenn Biggs Director May 22, 1997 *W. E. Bradford Director May 22, 1997 *H. Frederick Christie Director May 22, 1997 *W. H. Clark Director May 22, 1997 *Jean Gaulin Vice-Chairman of the Board, President, and Chief Operating Officer May 22, 1997 *Russell H. Herman Director May 22, 1997 *Bob Marbut Director May 22, 1997 *Katherine D. Ortega Director May 22, 1997 *Madeleine Saint-Jacques Director May 22, 1997 *C. Barry Schaefer Director May 22, 1997 *Todd Walker, by signing his name hereto, does hereby sign this Registration Statement on Form S-8 on behalf of each of the above-named officers and directors of Ultramar Diamond Shamrock Corporation pursuant to powers of attorney executed on behalf of each of such officers and directors. By: /s/ Todd Walker Attorney-in-fact May 22, 1997 INDEX TO EXHIBITS Exhibit No. Description 4.1 Ultramar Diamond Shamrock Corporation Non-Employee Director Equity Plan 4.2 Rights Agreement, dated June 25, 1992, between the Company and Registrar and Transfer Company (as successor rights agent to First City, Texas-Houston, National Association), as amended by the First Amendment dated October 26, 1992, the Amendment dated May 10, 1994 and the Amendment dated September 22, 1996 (incorporated by reference to Exhibit 4.2 of the Company's Registration Statement on Form S-1 (File No. 33-47586), Exhibit 4.2 of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1992, Exhibit 4.3 to the Company's Annual Report on Form 10-K for the year ended December 31, 1994 and Exhibit 4.1 of the Company's Current Report on Form 8-K dated September 25, 1996)* 5.1 Opinion regarding legality of securities being issued 23.1 Consent of Price Waterhouse LLP 23.2 Consent of Ernst & Young LLP 23.3 Consent of Todd Walker, Esq. (included in Exhibit 5.1) 24.1 Powers of Attorney of Directors and Officers of the Company * Each document marked by an asterisk is incorporated herein by reference to the designated document previously filed with the Commission. W3282.lW EX-4.1 2 ULTRAMAR DIAMOND SHAMROCK CORPORATION NON-EMPLOYEE DIRECTOR EQUITY PLAN ULTRAMAR DIAMOND SHAMROCK CORPORATION NON-EMPLOYEE DIRECTOR EQUITY PLAN Table of Contents 1. Purpose; Definitions 2. Administration 2.1 Compensation Committee 2.2 Duties and Powers of Committee 2.3 Majority Rule 2.4 Compensation; Professional Assistance; Good Faith Actions 3. Shares Subject to the Plan 3.1 Total Shares Reserved 3.2 Reissuance of Certain Shares 3.3 Changes in Company's Shares 4. Restricted Shares 4.1 Award of Restricted Shares (i) Grant of Restricted Shares (ii) Additional Grants (iii) Initial Grant of Restricted Shares Under the Plan (iv) Written Agreement 4.2 Increase in Annual Retainer 4.3 Calculation of Award of Restricted Shares 4.4 Lapse of Restrictions 4.5 Terms and Conditions of Awards of Restricted Shares (i) Rights as Stockholder (ii) Transfer Restrictions (iii) Additional Securities 5. Options 5.1 Grant of Options (i) Number of Shares Subject to Grant (ii) Grant Dates (iii) Initial Grant of Options Under the Plan (iv) Written Agreement 5.2 Terms and Exercise of (i) Exercisability of Options (ii) Term (iii) Early Vesting 5.3 Exercise Price 5.4 Payment 6. Change in Control 7. Stock Ownership Guidelines 8. Miscellaneous 8.1 Effective Date 8.2 Amendment, Suspension or Termination of the Plan 8.3 Transferability 8.4 Effect on Other Compensation 8.5 Regulations and Other Approvals 8.6 Governing Law 8.7 Right to Continued Service 8.8 Titles; Construction ULTRAMAR DIAMOND SHAMROCK CORPORATION NON-EMPLOYEE DIRECTOR EQUITY PLAN 1. Purpose; Definitions. The purpose of the Plan is to promote the long-term success of the Company by providing the non-employee directors of the Company, its subsidiaries and its affiliates with incentives to continue their association with the Company and view the Company from a stockholder's perspective. To accomplish such purpose, the Plan provides that the Company shall grant Options and Restricted Shares. Whenever the following terms are used in the Plan, they shall have the meaning specified below unless the context clearly indicates to the contrary. "Annual Meeting" shall mean an annual meeting of the stockholders of the Company. "Board" shall mean the Board of Directors of the Company. "Change in Control" shall have the meaning set forth in Section 6. "Committee" shall mean the Compensation Committee of the Board appointed as provided in Section 2.1. "Company" shall mean Ultramar Diamond Shamrock Corporation, a Delaware corporation, and any successor corporation. "Effective Date" shall have the meaning set forth in Section 8.1. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. "Fair Market Value" of a Share as of a given date shall mean (a) the closing sale price per Share as reported on the principal exchange on which Shares are then trading, if any, on such date, or if there are no sales on such date, on the next preceding trading day during which a sale occurred, or (b) if clause (a) does not apply, the fair market value of the Share as determined by the Committee from time to time in good faith. "Merger" shall have the meaning set forth in Section 8.1. "Option" shall mean an option to purchase Shares granted pursuant to Section 5. "Participant" shall mean a non-employee director of the Company to whom an award is granted under the Plan. "Plan" shall mean this Ultramar Diamond Shamrock Corporation Non-employee Director Equity Plan, as hereinafter amended from time to time. "Restricted Shares" shall mean Shares that are awarded to a Participant that are subject to the restrictions described in Section 4. "Restricted Share Percentage" shall mean the percentage of the annual retainer to be paid in Restricted Shares. "Rule 16b-3" shall mean Rule 16b-3 adopted by the Securities and Exchange Commission under the Exchange Act. "Securities Act" shall mean the Securities Act of 1933, as amended. "Share" shall mean a share of the Company's Common Stock, $.01 par value. 2. Administration. 2.1 Compensation Committee. The Plan shall be administered by the Committee, which shall consist of two or more individuals appointed by the Board and holding office at the pleasure of the Board. All Committee members shall be members of the Board, and must be "Non-Employee Directors," as such term is defined in Rule 16b-3, if and as such Rule is in effect. Appointment of Committee members shall be effective on acceptance of appointment. Committee members may resign at any time by delivering written notice to the Board. Vacancies in the Committee shall be filled by the Board. 2.2 Duties and Powers of Committee. It shall be the duty of the Committee to conduct the general administration of the Plan in accordance with its terms and provisions. The Committee shall have the power to interpret the Plan and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee shall be binding upon all affected persons. The Committee may delegate ministerial decisions, including, without limitation, the calculation of amounts to be included in particular awards, to any officer of the Company. 2.3 Majority Rule. The Committee shall act by a majority of its members in office. The Committee may act either by vote at a telephonic or other meeting or by a memorandum or other written instrument signed by a majority of the Committee. 2.4 Compensation; Professional Assistance; Good Faith Actions. Members of the Committee shall receive such compensation for their services as members as may be determined by the Board. All expenses and liabilities incurred by members of the Committee in connection with the administration of the Plan shall be borne by the Company. The Committee may, with the approval of the Board, employ attorneys, consultants, accountants, appraisers or other persons. The Committee, the Company and its officers and directors shall be entitled to rely upon the advice, opinions or valuations of any such persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the awards hereunder, and all members of the Committee shall be fully protected by the Company in respect to any such action, determination or interpretation. 3. Shares Subject to the Plan. 3.1 Total Shares Reserved. Subject to adjustment pursuant to Section 3.3, the total number of Shares that are issued or transferred under the Plan shall not in the aggregate exceed 100,000 Shares. Such Shares may be treasury Shares or Shares of original issue or a combination of the foregoing. 3.2 Reissuance of Certain Shares. If the term of an Option expires with all or a portion of such Option unexercised, any Shares that were covered by the unexercised portion of such Option shall again be available for issuance or transfer hereunder. Upon full or partial payment of the exercise price of any Option by transfer to the Company of Shares, there shall be deemed to have been issued or transferred under this Plan only the net number of Shares actually issued or transferred by the Company determined by subtracting the number of Shares so transferred or relinquished. If Restricted Shares are forfeited, the corresponding Shares shall again be available for issuance or transfer hereunder. 3.3 Changes in Company's Shares. In the event of any stock dividend, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, exchange of shares, warrants or rights offering to purchase Shares at a price substantially below fair market value, or other similar corporate event that affects the Restricted Shares or the Options such that an adjustment is required in order to preserve the benefits or potential benefits intended to be made available under this Plan, then the Committee shall, in such manner as the Committee may deem equitable, adjust any or all of (i) the number and kind of shares which thereafter may be granted or optioned and sold in the aggregate or to any non-employee director, (ii) the number and kind of shares subject to outstanding Options and Restricted Shares, and (iii) the grant, exercise or conversion price with respect to any of the foregoing and/or, if deemed appropriate, make provision for a cash payment to a non-employee director; provided, however, that the number of Shares subject to any Option or Restricted Shares will always be a whole number. 4. Restricted Shares. 4.1 Award of Restricted Shares. (i) Grant of Restricted Shares. Subject to Section 4.1(iii), each non-employee director elected to the Board shall be granted Restricted Shares on the date of his or her election to the Board. Such Restricted Shares shall be in lieu of at least 50% of the non-employee director's annual retainer, without regard to amounts paid as committee or meeting fees, to which he or she would otherwise be entitled during the five years following the date of grant; provided, however, that if a non-employee director is elected to the Board on a date other than the date of an Annual Meeting, such non-employee director's grant of Restricted Shares with respect to the amount of his or her first year's annual retainer shall be pro-rated to reflect his or her partial year of Board membership. The non-employee director shall indicate the applicable Restricted Share Percentage by an election in writing made prior to the commencement of the relevant period of service or prior to the initial grant made pursuant to Section 4.1(iii), as the case may be. (ii) Additional Grants. Each non-employee director shall be granted additional Restricted Shares on the date of the fifth Annual Meeting that follows the initial date of grant of Restricted Shares made pursuant to this Section, and on each succeeding fifth Annual Meeting thereafter. (iii) Initial Grant of Restricted Shares Under the Plan. The initial grant of Restricted Shares under this Plan shall be made on the Effective Date to each individual serving as a non-employee director of the Company as of the close of the Effective Date. Such grant shall be determined as if the non-employee director had first been elected to the Board on such date, without regard to whether or not the director was so elected. (iv) Written Agreement. Each grant of Restricted Shares shall be evidenced by a written agreement in such form as approved by the Committee, and shall be subject to the additional terms and conditions set forth in this Section 4. 4.2 Increase in Annual Retainer. Any increase in annual retainer fees paid to a non-employee director by the Company shall be reflected in an additional grant for the balance of the vesting period remaining on such non-employee director's outstanding grant made pursuant to this Section. The number of Restricted Shares to be included in such grant and the vesting of such Restricted Shares shall be determined in a manner consistent with the provisions of Sections 4.1 and 4.4. 4.3 Calculation of Award of Restricted Shares. The total number of Restricted Shares included in each grant shall be equal to: (i) the amount of the non-employee director's annual retainer for the five-year period (or pro-rated period pursuant to Section 4.1), multiplied by the Restricted Share Percentage, (ii) with the result in clause (i) divided by the Fair Market Value per Share on the date of grant of the Restricted Shares, and (iii) with the result in clause (ii) rounded up to the next whole number of Restricted Shares. 4.4 Lapse of Restrictions. Restricted Shares shall be forfeited or become nonforfeitable on the following basis. (i) One-fifth (20%) of the Restricted Shares subject to each grant shall become transferable and nonforfeitable as of the first Annual Meeting following the date of such grant. An additional one-fifth (20%) shall become transferable and nonforfeitable as of the next four Annual Meetings following the date of grant. If a non-employee director is elected to the Board on a date other than the date of an Annual Meeting, the number of Restricted Shares that become transferable and nonforfeitable on the date of the Annual Meeting following the date of such election shall be equal to the prorated number of Restricted Shares granted with respect to the partial year of service as a member of the Board for the period ending on the date of the Annual Meeting that immediately follows the date of election; the remaining Restricted Shares in the grant shall become transferable and nonforfeitable ratably over the remainder of the vesting period of the grant as of each succeeding Annual Meeting. A grant made pursuant to Section 4.1(iii) shall be treated for purposes of this Section 4.4 as if the non-employee director had first been elected to the Board on the date of such grant, without regard to whether or not the director was so elected. (ii) Upon termination of service as a non-employee director, (a) if termination occurs other than as of an Annual Meeting, the number of Restricted Shares that would have become vested and nonforfeitable at the Annual Meeting that immediately follows such termination shall be reduced ratably to reflect the number of months during which the non-employee director was serving as a Board member during the period commencing on the date of the immediately preceding Annual Meeting, and (b) any balance of the Restricted Shares shall be forfeited. 4.5 Terms and Conditions of Awards of Restricted Shares. (i) Rights as Stockholder. Each award of Restricted Shares shall constitute a transfer of the ownership of Shares to the non-employee director in consideration of the performance of services, entitling such non-employee director to voting, dividend and other ownership rights, but subject to the forfeiture and transfer restrictions provided in this Section and in Section 8.1. No additional consideration shall be due in connection with any such award. (ii) Transfer Restrictions. Restricted Shares that have not yet become non-forfeitable may not be sold, transferred (including, without limitation, transfer by gift or donation), pledged or encumbered prior to the date, if any, on which they become nonforfeitable and shall bear appropriate legends. (iii) Additional Securities. Any new or additional Shares or other securities to which a non-employee director, by virtue of awards of Restricted Shares hereunder, becomes entitled due to a stock dividend, stock split, recapitalization, merger or other event shall be subject to all terms and conditions of the Plan, including this Section. 5. Options. 5.1 Grant of Options. (i) Number of Shares Subject to Grant. Each Option shall be with respect to 1,000 Shares. (ii) Grant Dates. An Option shall be granted on the date of each Annual Meeting after 1997 to each individual serving as a non-employee director of the Company as of the close of such Annual Meeting. (iii) Initial Grant of Options Under the Plan. The initial grant of Options under this Plan shall be made (a) on the Effective Date to each individual serving as a non-employee director of the Company as of the close of the Effective Date, and (b) with respect to a non-employee director not described in clause (a) who is initially elected to the Board prior to the 1997 Annual Meeting of the Company, on the date of the 1997 Annual Meeting of the Company. (iv) Written Agreement. Each grant of Options shall be evidenced by a written agreement in such form as approved by the Committee and shall be subject to the additional terms and conditions set forth in this Section. 5.2 Terms and Exercise of Options. (i) Exercisability of Options. Except as provided in Section 5.2(iii) below, 100% of the Option shall become exercisable (a) at the Annual Meeting following the date of grant, or (b) in the case of an Option granted pursuant to Section 5.1(iii)(a), on the first anniversary of the date of grant. (ii) Term. An Option shall expire ten years from the date the Option is granted and shall be subject to earlier termination as hereinafter provided. Once an Option becomes exercisable, it may thereafter be exercised, wholly or in part, at any time prior to its expiration or termination. In the event of the non-employee director's termination from service on the Board, other than as provided in Section 5.2(iii), an outstanding Option may be exercised only to the extent it was exercisable on the date of such termination and shall expire five years after such termination, or on its stated expiration date, whichever occurs first. (iii) Early Vesting. Upon the occurrence of any of the following events, the Option shall become immediately and fully exercisable: (a) the death of the non-employee director; (b) the disability of the non-employee director; or (c) a Change in Control. Upon the retirement of the non-employee director from the Board after attaining age 70, the Option shall become immediately and fully exercisable in proportion to the director's actual period of service during the vesting period of the Option. 5.3 Exercise Price. The exercise price of an Option granted to a non-employee director shall be equal to the Fair Market Value per Share on the date of grant. 5.4 Payment. An Option may be exercised by a non-employee director only upon payment to the Company in full of the exercise price of the Option corresponding to the portion of the Option to be exercised. Such payment shall be made in cash or in Shares previously owned by the non-employee director for more than six months, or in a combination of cash and such Shares. 6. Change in Control. For purposes of this Plan, a "Change in Control" shall be deemed to occur upon the occurrence of any of the following events: 6.1 The Company is merged, consolidated or reorganized into or with another corporation or other legal person, and as a result of such merger, consolidation or reorganization, less than 50% of the combined voting power of the then-outstanding securities of such corporation or person immediately after such transactions is held in the aggregate by the holders of Voting Stock (as that term is hereafter defined) of the Company immediately prior to such transaction; 6.2 The Company sells or otherwise transfers all or substantially all of its assets to any other corporation or other legal person, and as a result of such sale or transfer, less than 50% of the combined voting power of the then-outstanding voting securities of such corporation or person is held in the aggregate by the holders of Voting Stock of the Company immediately prior to such sale; 6.3 There is a report filed on Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report), each as promulgated pursuant to the Exchange Act, disclosing that any person (as the term "person" is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) has become the beneficial owner (as the term "beneficial owner" is defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) of securities representing 20% or more of the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election of Directors of the Company ("Voting Stock"); 6.4 The Company files a report or proxy statement with the Securities and Exchange Commission pursuant to the Exchange Act disclosing in response to Form 8-K or Schedule 14A (or any successor schedule, form or report or item therein) that a change in control of the Company has or may have occurred or will or may occur in the future pursuant to any then-existing contract or transaction; or 6.5 If during the period of two consecutive years individuals who at the beginning of any such period constitute the directors of the Company cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by the Company's shareholders, of each director of the Company first elected during such period was approved by a vote of at least two-thirds of the directors of the Company then still in office who were directors of the Company at the beginning of any such period (excluding for this purpose the election of any new director in connection with an actual or threatened election or proxy contest). Notwithstanding the foregoing provisions of Section 6.3 or 6.4 hereof, a "Change in Control" shall not be deemed to have occurred for purposes of this Plan solely because the Company, an entity in which the Company directly or beneficially owns 50% or more of the voting securities of such entity, any Company-sponsored employee stock ownership plan or any other employee benefit plan of the Company either files or becomes obligated to file a report or a proxy statement under or in response to Schedule 13D, Schedule 14D-1, Form 8-K or Schedule 14A (or any successor schedule, form or report or item therein) under the Exchange Act, disclosing beneficial ownership by it of shares of voting securities of the Company, whether in excess of 20% or otherwise, or because the Company reports that a change in control of the Company has or may have occurred or will or may occur in the future by reason of such beneficial ownership. Notwithstanding the foregoing provisions of this Section, the merger shall not constitute a Change in Control. 7. Stock Ownership Guidelines. It is recommended that each non-employee director own Shares with a Fair Market Value of not less than 300% of the non-employee director's annual retainer (without regard to amounts paid as committee or meeting fees). It is further recommended that each non-employee director attain such level of ownership of Shares not later than the third anniversary of his or her initial election to the Board (or of the Effective Date, in the case of an individual serving as a non-employee director at the close of the Effective Date), and maintain such level of stock ownership thereafter while serving as a non-employee director of the Company. For purposes of applying the foregoing guidelines, a non-employee director shall be considered as owning: (i) Shares personally or beneficially held; (ii) Shares held in a Company-sponsored program; and (iii) Restricted Shares. 8. Miscellaneous. 8.1 Effective Date. The Plan shall become effective (the "Effective Date") as of the effectiveness of the merger (the "Merger") between Diamond Shamrock, Inc., a Delaware corporation, and Ultramar Corporation, a Delaware corporation, with Ultramar Corporation as the surviving entity, in accordance with the Agreement and Plan of Merger between such corporations, dated as of September 22, 1996, subject to approval of the Plan by the stockholders of the Company, and shall continue in effect until the tenth anniversary of such approval. Any award made under the Plan shall be null and void and of no effect and any distributions theretofore made with respect to Restricted Shares shall be forfeited if the Plan is not so approved. 8.2 Amendment, Suspension or Termination of the Plan. This Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Board; provided, however, that except as provided in Section 3.3, no such amendment shall, without the further approval of the stockholders of the Company, (a) increase the maximum number of Shares specified in Section 3.1, or (b) make such other change as may require stockholder approval under the rules of any exchange on which Shares are traded. Neither the amendment, suspension nor termination of the Plan shall, without the consent of the Participant, alter or impair any rights or obligations under any award therefore granted. No awards may be granted under the Plan during any period of suspension nor after termination of the Plan, and in no event may any awards be granted under the Plan after ten years from the date the Plan is approved by stockholders. 8.3 Transferability. No Option shall be assignable or transferable except by will or the laws of descent and distribution, and no right or interest of any Participant shall be subject to any lien, obligation or liability of the Participant. 8.4 Effect on Other Compensation. The adoption and implementation of the Plan shall not in any way limit the authority of the Company to make other awards of Shares or rights related to Shares to its non-employee directors or other persons on terms that are similar or dissimilar to those of the Plan. 8.5 Regulations and Other Approvals. (a) The obligation of the Company to sell or deliver Shares with respect to any award granted under the Plan shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Committee. (b) The Committee may make such changes as may be necessary or appropriate to comply with the rules and regulations of any government authority. (c) Each award under the Plan is subject to the requirement that, if at any time the Committee determines, in its sole discretion, that the listing, registration or qualification of Shares issuable pursuant to the Plan is required by any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the grant of an Option or the issuance of Shares, no Options shall be granted or payment made or Shares issued, in whole or in part, unless listing, registration, qualification, consent or approval has been effected or obtained free of any conditions as acceptable to the Committee. (d) In the event that the disposition of Shares acquired pursuant to the Plan is not covered by a then current registration statement under the Securities Act, and is not otherwise exempt from such registration, such Shares shall be restricted against transfer to the extent required by the Securities Act or regulations thereunder, and the Committee may require any individual receiving Shares pursuant to the Plan, as a condition precedent to receipt of such Shares, to represent to the Company in writing that the Shares acquired by such individual are acquired for investment only and not with a view to distribution. The certificate for any Shares acquired pursuant to the Plan shall include any legend that the Committee deems appropriate to reflect any restrictions on transfer. 8.6 Governing Law. The Plan and the rights of all persons claiming hereunder will be construed and determined in accordance with the laws of the State of Delaware without giving effect to the choice of law principles thereof. 8.7 Right to Continued Service. Nothing contained herein shall be construed to confer upon any non-employee director the right to continue to serve as a director of the Company or in any other capacity. 8.8 Titles; Construction. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of the Plan. The masculine pronoun shall include the feminine and neuter and the singular shall include the plural, when the context so indicates. Any reference to a section (other than to a section of the Plan) shall also include a successor to such section. direplan.bd EX-5.1 3 May 22, 1997 Ultramar Diamond Shamrock Corporation 9830 Colonnade Boulevard San Antonio, Texas 78230 Re: Ultramar Diamond Shamrock Corporation Non-Employee Director Equity Plan Gentlemen: I am Counsel for Ultramar Diamond Shamrock Corporation, a Delaware corporation (the "Company"). The Company expects to file with the Securities and Exchange Commission on or about May 22, 1997 under the Securities Act of 1933, as amended, a Registration Statement on Form S-8 (the "Registration Statement") for the purpose of registering 100,000 shares of common stock, $0.01 par value of the Company ("Common Stock"). In connection with such filing, I have examined the Plan and such other documents, records and matters of law as I have deemed necessary for purposes of this opinion and based thereupon, I am of the opinion that the shares of Common Stock that may be issued and sold or delivered pursuant to the Plan will be, when issued in accordance with the provisions of the Plan, legally issued, fully paid an nonassessable and the rights to purchase Common Stock (the "Rights") in accordance with the Rights Agreement dated June 25, 1992 between the Company and Registrar and Transfer Company, when duly issued, will be legally issued. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement on Form S-8 for the Plan filed by the Company with the Securities and Exchange Commission to effect registration of such under the Securities Act of 1933, as amended. Very truly yours, /s/ Todd Walker Todd Walker w3286.lw EX-23.1 4 Exhibit 23.1 Consent of Independent Accountants We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 7, 1997 with respect to the consolidated financial statements and financial statement schedule of the Diamond Shamrock operations of Ultramar Diamond Shamrock Corporation included in Ultramar Diamond Shamrock Corporation's Annual Report on Form 10-K for the year ended December 31, 1996. We also consent to the references to us under the heading "Experts" in such Registration Statement. /s/ PRICE WATERHOUSE LLP PRICE WATERHOUSE LLP San Antonio May 22, 1997 w3285a.LW EX-23.2 5 Exhibit 23.2 Consent of Independent Accountants We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-8) pertaining to the Ultramar Diamond Shamrock Corporation Non-Employee Director Equity Plan and to the incorporation by reference therein of our report dated February 7, 1997 with respect to the consolidated financial statements and schedule of Ultramar Diamond Shamrock Corporation (formerly Ultramar Corporation) included in its Annual Report (Form 10-K) for the year ended December 31, 1996, filed with Securities and Exchange Commission. /s/ ERNST & YOUNG LLP San Antonio May 22, 1997 w3285.LW EX-24.1 6 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Patrick J. Guarino, Curtis V. Anastasio, Harold D. Mallory, and Todd Walker, and each of them, his true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for him and in his name, place, and stead, in any and all capacities (including as an officer or director of ULTRAMAR DIAMOND SHAMROCK CORPORATION (the "Corporation"), to sign Registration Statements on Form S-8 of the Corporation for the purposes of registering, pursuant to the Securities Act of 1933: (1) 100,000 shares of Common Stock (and associated stock purchase rights) in accordance with the terms of the Corporation's Non-Employee Director Equity Plan, (2) 77,458 shares of Common Stock (and associated stock purchase rights) in accordance with the terms of the Corporation's 401(k) Retirement Savings Plan (and as a result of the merger between Diamond Shamrock, Inc. and Ultramar Corporation), and (3) 101,015 shares of Common Stock (and associated stock purchase rights)in accordance with the terms of the Corporation's Nonqualified 401(k) Plan (and as a result of the merger between Diamond Shamrock, Inc. and Ultramar Corporation), and to sign any or all amendments and any or all post-effective amendments to such Registration Statements, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorney or attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ R. R. HEMMINGHAUS R. R. Hemminghaus Dated: April 23, 1997 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Patrick J. Guarino, Curtis V. Anastasio, Harold D. Mallory, and Todd Walker, and each of them, his true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for him and in his name, place, and stead, in any and all capacities (including as an officer or director of ULTRAMAR DIAMOND SHAMROCK CORPORATION (the "Corporation"), to sign Registration Statements on Form S-8 of the Corporation for the purposes of registering, pursuant to the Securities Act of 1933: (1) 100,000 shares of Common Stock (and associated stock purchase rights) in accordance with the terms of the Corporation's Non-Employee Director Equity Plan, (2) 77,458 shares of Common Stock (and associated stock purchase rights) in accordance with the terms of the Corporation's 401(k) Retirement Savings Plan (and as a result of the merger between Diamond Shamrock, Inc. and Ultramar Corporation), and (3) 101,015 shares of Common Stock (and associated stock purchase rights)in accordance with the terms of the Corporation's Nonqualified 401(k) Plan (and as a result of the merger between Diamond Shamrock, Inc. and Ultramar Corporation), and to sign any or all amendments and any or all post-effective amendments to such Registration Statements, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorney or attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ H. PETE SMITH H. Pete Smith Dated: April 23, 1997 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Patrick J. Guarino, Curtis V. Anastasio, Harold D. Mallory, and Todd Walker, and each of them, his true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for him and in his name, place, and stead, in any and all capacities (including as an officer or director of ULTRAMAR DIAMOND SHAMROCK CORPORATION (the "Corporation"), to sign Registration Statements on Form S-8 of the Corporation for the purposes of registering, pursuant to the Securities Act of 1933: (1) 100,000 shares of Common Stock (and associated stock purchase rights) in accordance with the terms of the Corporation's Non-Employee Director Equity Plan, (2) 77,458 shares of Common Stock (and associated stock purchase rights) in accordance with the terms of the Corporation's 401(k) Retirement Savings Plan (and as a result of the merger between Diamond Shamrock, Inc. and Ultramar Corporation), and (3) 101,015 shares of Common Stock (and associated stock purchase rights)in accordance with the terms of the Corporation's Nonqualified 401(k) Plan (and as a result of the merger between Diamond Shamrock, Inc. and Ultramar Corporation), and to sign any or all amendments and any or all post-effective amendments to such Registration Statements, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorney or attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ BYRON ALLUMBAUGH Byron Allumbaugh Dated: April 23, 1997 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Patrick J. Guarino, Curtis V. Anastasio, Harold D. Mallory, and Todd Walker, and each of them, his true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for him and in his name, place, and stead, in any and all capacities (including as an officer or director of ULTRAMAR DIAMOND SHAMROCK CORPORATION (the "Corporation"), to sign Registration Statements on Form S-8 of the Corporation for the purposes of registering, pursuant to the Securities Act of 1933: (1) 100,000 shares of Common Stock (and associated stock purchase rights) in accordance with the terms of the Corporation's Non-Employee Director Equity Plan, (2) 77,458 shares of Common Stock (and associated stock purchase rights) in accordance with the terms of the Corporation's 401(k) Retirement Savings Plan (and as a result of the merger between Diamond Shamrock, Inc. and Ultramar Corporation), and (3) 101,015 shares of Common Stock (and associated stock purchase rights)in accordance with the terms of the Corporation's Nonqualified 401(k) Plan (and as a result of the merger between Diamond Shamrock, Inc. and Ultramar Corporation), and to sign any or all amendments and any or all post-effective amendments to such Registration Statements, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorney or attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ E. GLENN BIGGS E. Glenn Biggs Dated: April 23, 1997 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Patrick J. Guarino, Curtis V. Anastasio, Harold D. Mallory, and Todd Walker, and each of them, his true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for him and in his name, place, and stead, in any and all capacities (including as an officer or director of ULTRAMAR DIAMOND SHAMROCK CORPORATION (the "Corporation"), to sign Registration Statements on Form S-8 of the Corporation for the purposes of registering, pursuant to the Securities Act of 1933: (1) 100,000 shares of Common Stock (and associated stock purchase rights) in accordance with the terms of the Corporation's Non-Employee Director Equity Plan, (2) 77,458 shares of Common Stock (and associated stock purchase rights) in accordance with the terms of the Corporation's 401(k) Retirement Savings Plan (and as a result of the merger between Diamond Shamrock, Inc. and Ultramar Corporation), and (3) 101,015 shares of Common Stock (and associated stock purchase rights)in accordance with the terms of the Corporation's Nonqualified 401(k) Plan (and as a result of the merger between Diamond Shamrock, Inc. and Ultramar Corporation), and to sign any or all amendments and any or all post-effective amendments to such Registration Statements, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorney or attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ W. E. BRADFORD W. E. Bradford Dated: April 23, 1997 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Patrick J. Guarino, Curtis V. Anastasio, Harold D. Mallory, and Todd Walker, and each of them, his true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for him and in his name, place, and stead, in any and all capacities (including as an officer or director of ULTRAMAR DIAMOND SHAMROCK CORPORATION (the "Corporation"), to sign Registration Statements on Form S-8 of the Corporation for the purposes of registering, pursuant to the Securities Act of 1933: (1) 100,000 shares of Common Stock (and associated stock purchase rights) in accordance with the terms of the Corporation's Non-Employee Director Equity Plan, (2) 77,458 shares of Common Stock (and associated stock purchase rights) in accordance with the terms of the Corporation's 401(k) Retirement Savings Plan (and as a result of the merger between Diamond Shamrock, Inc. and Ultramar Corporation), and (3) 101,015 shares of Common Stock (and associated stock purchase rights)in accordance with the terms of the Corporation's Nonqualified 401(k) Plan (and as a result of the merger between Diamond Shamrock, Inc. and Ultramar Corporation), and to sign any or all amendments and any or all post-effective amendments to such Registration Statements, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorney or attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ H. FREDERICK CHRISTIE H. Frederick Christie Dated: April 23, 1997 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Patrick J. Guarino, Curtis V. Anastasio, Harold D. Mallory, and Todd Walker, and each of them, his true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for him and in his name, place, and stead, in any and all capacities (including as an officer or director of ULTRAMAR DIAMOND SHAMROCK CORPORATION (the "Corporation"), to sign Registration Statements on Form S-8 of the Corporation for the purposes of registering, pursuant to the Securities Act of 1933: (1) 100,000 shares of Common Stock (and associated stock purchase rights) in accordance with the terms of the Corporation's Non-Employee Director Equity Plan, (2) 77,458 shares of Common Stock (and associated stock purchase rights) in accordance with the terms of the Corporation's 401(k) Retirement Savings Plan (and as a result of the merger between Diamond Shamrock, Inc. and Ultramar Corporation), and (3) 101,015 shares of Common Stock (and associated stock purchase rights)in accordance with the terms of the Corporation's Nonqualified 401(k) Plan (and as a result of the merger between Diamond Shamrock, Inc. and Ultramar Corporation), and to sign any or all amendments and any or all post-effective amendments to such Registration Statements, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorney or attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ W. H. CLARK W. H. Clark Dated: April 23, 1997 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Patrick J. Guarino, Curtis V. Anastasio, Harold D. Mallory, and Todd Walker, and each of them, his true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for him and in his name, place, and stead, in any and all capacities (including as an officer or director of ULTRAMAR DIAMOND SHAMROCK CORPORATION (the "Corporation"), to sign Registration Statements on Form S-8 of the Corporation for the purposes of registering, pursuant to the Securities Act of 1933: (1) 100,000 shares of Common Stock (and associated stock purchase rights) in accordance with the terms of the Corporation's Non-Employee Director Equity Plan, (2) 77,458 shares of Common Stock (and associated stock purchase rights) in accordance with the terms of the Corporation's 401(k) Retirement Savings Plan (and as a result of the merger between Diamond Shamrock, Inc. and Ultramar Corporation), and (3) 101,015 shares of Common Stock (and associated stock purchase rights)in accordance with the terms of the Corporation's Nonqualified 401(k) Plan (and as a result of the merger between Diamond Shamrock, Inc. and Ultramar Corporation), and to sign any or all amendments and any or all post-effective amendments to such Registration Statements, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorney or attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ JEAN GAULIN Jean Gaulin Dated: April 23, 1997 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Patrick J. Guarino, Curtis V. Anastasio, Harold D. Mallory, and Todd Walker, and each of them, his true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for him and in his name, place, and stead, in any and all capacities (including as an officer or director of ULTRAMAR DIAMOND SHAMROCK CORPORATION (the "Corporation"), to sign Registration Statements on Form S-8 of the Corporation for the purposes of registering, pursuant to the Securities Act of 1933: (1) 100,000 shares of Common Stock (and associated stock purchase rights) in accordance with the terms of the Corporation's Non-Employee Director Equity Plan, (2) 77,458 shares of Common Stock (and associated stock purchase rights) in accordance with the terms of the Corporation's 401(k) Retirement Savings Plan (and as a result of the merger between Diamond Shamrock, Inc. and Ultramar Corporation), and (3) 101,015 shares of Common Stock (and associated stock purchase rights)in accordance with the terms of the Corporation's Nonqualified 401(k) Plan (and as a result of the merger between Diamond Shamrock, Inc. and Ultramar Corporation), and to sign any or all amendments and any or all post-effective amendments to such Registration Statements, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorney or attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ RUSSEL H. HERMAN Russel H. Herman Dated: April 23, 1997 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Patrick J. Guarino, Curtis V. Anastasio, Harold D. Mallory, and Todd Walker, and each of them, his true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for him and in his name, place, and stead, in any and all capacities (including as an officer or director of ULTRAMAR DIAMOND SHAMROCK CORPORATION (the "Corporation"), to sign Registration Statements on Form S-8 of the Corporation for the purposes of registering, pursuant to the Securities Act of 1933: (1) 100,000 shares of Common Stock (and associated stock purchase rights) in accordance with the terms of the Corporation's Non-Employee Director Equity Plan, (2) 77,458 shares of Common Stock (and associated stock purchase rights) in accordance with the terms of the Corporation's 401(k) Retirement Savings Plan (and as a result of the merger between Diamond Shamrock, Inc. and Ultramar Corporation), and (3) 101,015 shares of Common Stock (and associated stock purchase rights)in accordance with the terms of the Corporation's Nonqualified 401(k) Plan (and as a result of the merger between Diamond Shamrock, Inc. and Ultramar Corporation), and to sign any or all amendments and any or all post-effective amendments to such Registration Statements, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorney or attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ BOB MARBUT Bob Marbut Dated: April 23, 1997 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Patrick J. Guarino, Curtis V. Anastasio, Harold D. Mallory, and Todd Walker, and each of them, his true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for him and in his name, place, and stead, in any and all capacities (including as an officer or director of ULTRAMAR DIAMOND SHAMROCK CORPORATION (the "Corporation"), to sign Registration Statements on Form S-8 of the Corporation for the purposes of registering, pursuant to the Securities Act of 1933: (1) 100,000 shares of Common Stock (and associated stock purchase rights) in accordance with the terms of the Corporation's Non-Employee Director Equity Plan, (2) 77,458 shares of Common Stock (and associated stock purchase rights) in accordance with the terms of the Corporation's 401(k) Retirement Savings Plan (and as a result of the merger between Diamond Shamrock, Inc. and Ultramar Corporation), and (3) 101,015 shares of Common Stock (and associated stock purchase rights)in accordance with the terms of the Corporation's Nonqualified 401(k) Plan (and as a result of the merger between Diamond Shamrock, Inc. and Ultramar Corporation), and to sign any or all amendments and any or all post-effective amendments to such Registration Statements, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorney or attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ KATHERINE D. ORTEGA Katherine D. Ortega Dated: April 23, 1997 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Patrick J. Guarino, Curtis V. Anastasio, Harold D. Mallory, and Todd Walker, and each of them, his true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for him and in his name, place, and stead, in any and all capacities (including as an officer or director of ULTRAMAR DIAMOND SHAMROCK CORPORATION (the "Corporation"), to sign Registration Statements on Form S-8 of the Corporation for the purposes of registering, pursuant to the Securities Act of 1933: (1) 100,000 shares of Common Stock (and associated stock purchase rights) in accordance with the terms of the Corporation's Non-Employee Director Equity Plan, (2) 77,458 shares of Common Stock (and associated stock purchase rights) in accordance with the terms of the Corporation's 401(k) Retirement Savings Plan (and as a result of the merger between Diamond Shamrock, Inc. and Ultramar Corporation), and (3) 101,015 shares of Common Stock (and associated stock purchase rights)in accordance with the terms of the Corporation's Nonqualified 401(k) Plan (and as a result of the merger between Diamond Shamrock, Inc. and Ultramar Corporation), and to sign any or all amendments and any or all post-effective amendments to such Registration Statements, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorney or attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ MADELEINE SAINT-JACQUES Madeleine Saint-Jacques Dated: April 23, 1997 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Patrick J. Guarino, Curtis V. Anastasio, Harold D. Mallory, and Todd Walker, and each of them, his true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for him and in his name, place, and stead, in any and all capacities (including as an officer or director of ULTRAMAR DIAMOND SHAMROCK CORPORATION (the "Corporation"), to sign Registration Statements on Form S-8 of the Corporation for the purposes of registering, pursuant to the Securities Act of 1933: (1) 100,000 shares of Common Stock (and associated stock purchase rights) in accordance with the terms of the Corporation's Non-Employee Director Equity Plan, (2) 77,458 shares of Common Stock (and associated stock purchase rights) in accordance with the terms of the Corporation's 401(k) Retirement Savings Plan (and as a result of the merger between Diamond Shamrock, Inc. and Ultramar Corporation), and (3) 101,015 shares of Common Stock (and associated stock purchase rights)in accordance with the terms of the Corporation's Nonqualified 401(k) Plan (and as a result of the merger between Diamond Shamrock, Inc. and Ultramar Corporation), and to sign any or all amendments and any or all post-effective amendments to such Registration Statements, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorney or attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ C. BARRY SCHAEFER C. Barry Schaefer Dated: April 23, 1997 -----END PRIVACY-ENHANCED MESSAGE-----