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 NONQUALIFIED 401(k) 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
Title of Amount offering aggregate Amount of
securities to to be price per offering registra-
be registered registered share price tion fee
Common Stock, 101,015 $31.125 (2) $3,144,091.88 (2) $1084.18 (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 Nonqualified 401(k)
Plan, Amended and Restated Effective January 1, 1997
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
24.2 Certificate regarding resolutions of the Board of Directors
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: *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
*Russel 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 Ultramar Diamond Shamrock
Corporation and each of the above-named officers and directors of Ultramar
Diamond Shamrock Corporation pursuant to powers of attorney executed on
behalf of the Company and each of such officers and directors.
By: /s/ Todd Walker
Attorney-in-fact
May 22, 1997
<PAGE>
INDEX TO EXHIBITS
Exhibit
No. Description
4.1 Ultramar Diamond Shamrock Corporation Nonqualified 401(k)
Plan, Amended and Restated Effective January 1, 1997
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
24.2 Certificate regarding resolutions of the Board of Directors
of the Company
* Each document marked by an asterisk is incorporated herein by
reference to the designated document previously filed with the
Commission.
W3302.lW
ULTRAMAR DIAMOND SHAMROCK CORPORATION
NONQUALIFIED 401(k) PLAN
AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1997
1. Purpose of Plan.
It is the purpose of this Plan to enable each employee who is in a
select group of management and who is considered a highly
compensated employee (as defined by the Internal Revenue Service) to
defer part of Compensation payable for future services to be
performed by such employee as an Executive of the Corporation. For
1997, an employee who earns at least Eighty Thousand and one/100
Dollars ($80,000.01) in 1996 in compensation is considered a
highly compensated employee. The dollar amount may be adjusted
each year by the Internal Revenue Service for cost of living
increases in accordance with Internal Revenue Code Sections 414(q)
and 415(d)). However, employees who were employed by Ultramar
prior to the merger of Ultramar and Diamond Shamrock, Inc. shall not
be eligible to participate in this Plan until January 1, 1998.
2. Definitions.
The following definitions are used throughout the Plan:
(a) "Account" means the account, described in Section 7 below, to
which is credited Compensation deferred in accordance with this
Plan.
(b) "Administrator" means the person designated by the Board of
Directors or by the committee described by Section 2(d) hereof
with power and authority to construe, interpret and administer
this Plan pursuant to Section 12 below.
(c) "Benefit Review Committee" means the committee appointed by the
President, Chairman of the Board and Chief Executive Officer of
the Corporation pursuant to Section 12(c) hereof with power and
authority to construe the Plan and determine all questions of
eligibility and interpretation under the Plan pursuant to
Section 12(c) below, except with respect to non-employee
Directors.
(d) "Beneficiary" means the person or persons designated from time
to time by a Participant to receive payments under this Plan
after the Participant's death, using the Notice of Beneficiary
Designation, a form of which is attached as Exhibit C, or some
other method of designation which provides Beneficiary
designation information similar to that in such Notice for
Beneficiary Designation.
(e) "Board" or "Board of Directors" means the Board of Directors of
the Corporation or any committee of such Board of Directors to
the extent that such committee has been delegated authority to
act on behalf of the Board of Directors with respect to this
Plan.
(f) "Cause" means failure to return from a leave of absence,
criminal activity, or willful misconduct or gross negligence in
the performance of duties or in the observation of written
Corporation personnel policies applicable to the Executive.
(g) "Change in Control" will be deemed to have occurred when (1) a
report is filed on Schedule 13D or Schedule 14D-1 (or any
successor schedule, form or report), each as promulgated
pursuant to the Securities Exchange Act of 1934, as amended
(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 more than 25% of the combined voting
power of the then-outstanding voting securities of the
Corporation and such acquisition has not been authorized,
approved or recommended by majority vote of the Board of
Directors prior to the date of the filing of such report, or
(2) such other event has occurred which the Board of Directors
may, in its sole discretion, by majority vote determine to
constitute a change in control.
(h) "Code" means the Internal Revenue Code of 1986, as amended.
(i) "Common Stock" means whole shares of common stock of the
Corporation.
(j) "Compensation" means payments that may be made by the
Corporation to a Director Participant for services on the
Corporation's Board of Directors or on any committee of the
Board, including retainer fees to be paid in cash and meeting
fees, and payments that may be made by the Corporation to an
Executive Participant for services rendered to the Corporation,
including base salary and annual performance incentives.
(k) "Corporation" means Ultramar Diamond Shamrock Corporation, a
Delaware corporation, or, where the context requires, any
affiliate or subsidiary of Ultramar Diamond Shamrock
Corporation. Notwithstanding the foregoing, prior to December
3, 1996, the term Corporation shall mean Diamond Shamrock,
Inc., or, where the context requires any affiliate or
subsidiary of Diamond Shamrock, Inc.
(l) "Director" means a member or honorary member of the Board of
Directors of the Corporation.
(m) "Director Participant" means any Director who is an employee
compensated for his services on the Board of Directors, or on
any committee of the Board, and who participates in this Plan.
Notwithstanding the foregoing, no Director Participant who is
not an employee of the Corporation can make an Elective
Deferral under the terms of this Plan after December 3, 1996.
(n) "Effective Date" of this restatement means January 1, 1997.
The original plan was effective January 1, 1996.
(o) "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.
(p) "Executive" means any employee of the Corporation who is in a
select group of management and who is a highly compensated
employee ( as defined by the Internal Revenue Service). For
1997, an employee who earns at least Eighty Thousand and
one/100 Dollars ($80,000.01) in 1996 in compensation is
considered a highly compensated employee. The dollar amount
may be adjusted each year by the Internal Revenue Service for
cost of living increases in accordance with Internal Revenue
Code sections 414(q) and 415(d)).
(q) "Executive Participant" means any Executive who participates in
this Plan.
(r) "401(k) Plan" means the Diamond Shamrock, Inc. 401(k)
Retirement Savings Plan.
(s) "Notice of Beneficiary Election" means the notice provided for
in Section 12 below.
(t) "Notice of Election" means the notice provided for in Section 5
below.
(u) "Participant" means any Director Participant or Executive
Participant as the case may be.
(v) "Plan" means the Ultramar Diamond Shamrock Corporation
Nonqualified 401(k) Plan, as amended. The original plan was
referred to as the Diamond Shamrock, Inc. Nonqualified 401(k)
Plan.
(x) "Year of Service" means, with respect to a Director
Participant, a 12-consecutive-month period during which a
Director Participant served as a separately compensated member
of the Board of Directors. With respect to an Executive
Participant, service and year of service shall be determined in
the same manner as they are determined in the 401(k) Plan.
3. Eligibility.
(a) Any Director of the Corporation who is also an employee of the
Corporation shall be eligible to participate in this Plan;
provided, however, that any employee Director who initially is
compensated after January 1, in any calendar year, shall become
eligible to participate in this Plan beginning January 1 of the
following calendar year.
(b) Any Executive of the Corporation shall be eligible to
participate in this Plan; provided, however, that any person
who initially becomes an Executive after January 1 in any
calendar year shall become eligible to participate in this Plan
beginning January 1 of the following calendar year.
(c) Effective after December 3, 1996, a Director of the Corporation
who is not an employee of the Corporation shall not be eligible
to make Elective Deferrals under the terms of the Plan;
however, the account of such a Director Participant shall
continue to be maintained under the terms of the Plan.
4. Account Credits.
Accounts will be credited with Elective Deferrals and Matching
Contributions.
(a) Elective Deferrals. "Elective Deferrals" are amounts credited
to the Accounts of Participants who have agreed to defer
receipt of their base salary and/or bonus. Executive
Participants may defer from 1% to 20% of base salary and from
1% to 100% of annual incentive bonus. The percentage of base
salary and annual incentive bonus deferred must be the same up
to 6%.
(b) Matching Contributions. "Matching Contributions" are additional
amounts credited to the accounts of Participants who have made
Elective Deferrals. The Corporation will credit the
Participant's Account with an amount equal to 50% of the
Participant's Elective Deferral which is not in excess of 6% of
Compensation.
5. Manner of Election.
(a) Any Executive wishing to participate in this Plan
must file with the Administrator a written notice on
the Notice of Election, a form of which is attached as
Exhibit A, electing to defer payment of such person's
Compensation as may be permitted under this Plan. An
election shall be effective with respect to
Compensation earned during the first calendar year
that commences after the date of filing of the Notice
of Election and, except to the extent such election is
subsequently modified or terminated as provided below,
subsequent calendar years.
(b) An election may be modified by filing with the Administrator a
new Notice of Election on or before the December 31 immediately
preceding the calendar year for which such modification is to
be effective. No modification shall be effective with respect
to Compensation earned prior to the date the modification is
received by the Administrator or the effective date of the new
Notice of Election, whichever is later.
(c) An election may be terminated by the filing with the
Administrator of a Notice of Termination, a form of which is
attached as Exhibit B, on or before the December 31 immediately
preceding the first calendar year for which such termination is
to be effective. No termination shall be effective with
respect to Compensation earned prior to the date the Notice of
Termination is received by the Administrator or the effective
date of the Notice of Termination, whichever is later. An
election shall terminate on the date a person ceases to be an
Executive effective for Compensation earned on or after such
date. An election shall also terminate on the date an
Executive terminates employment with the Corporation or a
Director ceases to be a Director, as the case may be, effective
for Compensation earned on or after such date.
(d) A person for whom an election is terminated may thereafter file
a new Notice of Election for future calendar years for which
such person is eligible to participate in this Plan.
6. Deemed Investment of Contributions.
The Corporation may allow each Participant to elect one or more
deemed investment funds established by the Corporation in which
Elective Deferrals will be deemed to be invested. Matching
Contributions will be deemed to be invested, on a pro rata basis, in
the same deemed investment funds in which Elective Deferrals are
deemed to be invested.
7. Participant Accounts and Reports to Participants.
(a) The amount of any Elective Deferral and Matching Contribution
shall be credited to an Account maintained by the Corporation
on its books in the name of the Participant.
(b) The balance of the Account will be increased or decreased to
reflect income, expenses, gains, and losses deemed attributable
to the Account.
(c) The Administrator shall cause the Corporation to keep an
accurate record of the amounts credited to the Account of each
Participant, and as of the end of each calendar quarter shall
deliver to each Participant a written statement of such
Participant's Account.
8. Vesting.
Participants are 100% vested in Elective Deferrals and Matching
Contributions.
9. Participants are Unsecured Creditors.
(a) All rights, title and interest in the balance credited to the
Account of a Participant shall remain at all times solely as
the Corporation's unsecured contractual obligation under this
Plan. Neither a Participant nor any other person, including,
without limitation, any Beneficiary shall have any right, title
or interest of any kind, by reason of this Plan, in any
investment deemed to be made on behalf of a Participant or in
any specific assets of the Corporation, the Plan, or any trust
other than the Corporation's unsecured and unfunded obligation
to make the payment described in this Plan.
(b) Notwithstanding the provisions of Section 9(a) hereof, the
Corporation may transfer to the trustee of one or more trusts
established for the benefit of one or more Participants' assets
from which all or a portion of the benefits provided under the
Plan will be satisfied, provided that such assets held in trust
shall at all times be subject to the claims of general
unsecured creditors of the Corporation and no Participant shall
at any time have a prior claim to such assets.
10. Annual Distributions.
(a) In each year commencing after 1997, a distribution shall be
made to all Participants who made Elective Deferrals in the
prior year. Such distribution shall be equal to the maximum
amount of elective deferrals that the Participant could have
deferred to the 401(k) Plan in the prior year and the maximum
amount of matching contributions that could have been credited
to the Participant's account in the 401(k) Plan in the prior
year. Such distribution shall be made to the Participant no
later than March 31 of that year.
(b) The balance of a Participant's Account shall be appropriately
reduced to reflect distributions made hereunder.
11. Payment.
(a) Except in the case of the retirement, disability or death of a
Participant, a distribution of such Participant's Account
balance shall commence as of the earlier of:
(i) to the extent practicable, in the sole discretion of the
Administrator, the last day a Director Participant is a
Director or an Executive Participant is an employee of the
Corporation, but not later than the last day of the month
following the date a Director Participant ceases to be a
Director or an Executive Participant ceases to be an
employee of the Corporation; or
(ii) any date specified by such Participant on the Notice of
Election for distribution of such Participant's Account
(which specified date is not after the January 1 following
the calendar year in which such Participant reaches age
70).
In the case of a distribution by reason of (i) above, such
distribution shall be in the form of a lump sum, regardless of the
election of the Participant on the Notice of Election. A non-
employee Director Participant who continues service with the
Corporation after December 3, 1996 shall not be considered to cease
to be a Director because of the merger of Diamond Shamrock, Inc. and
Ultramar Corporation.
(b) In the event of a Participant's retirement or disability, a
distribution of such Participant's Account balance shall
commence as of the later of:
(i) to the extent practicable, in the sole discretion of the
Administrator, the last day a Director Participant is a
Director or an Executive Participant is an employee of
the Corporation, but not later than the last day of the
month following the date a Director Participant ceases
to be a Director or an Executive Participant ceases to
be an employee of the Corporation; or
(ii) any date specified by such Participant on the Notice of
Election for distribution of such Participant's Account
(which specified date is not after the January 1
following the calendar year in which such Participant
reaches age 70).
In the case of distribution by reason of this Section 11(b), such
distribution shall be in the form elected by the Participant on
the Notice of Election. A non-employee Director Participant who
continues service with the Corporation after December 3, 1996
shall not be considered to cease to be a Director because of the
merger of Diamond Shamrock, Inc. and Ultramar Corporation.
(c) In the event of a Participant's employment or services as a
Director are terminated following a Change in Control, the
Participant's Account shall be distributed in a lump sum to
the Participant withing sixty (60) days of such termination.
(d) In the event of a Participant's death, the balance of the
Account shall be distributed in a lump sum to the Beneficiary
designated pursuant to Section 12 below. The lump sum
payment shall be paid as of the last day of the month
following the Participant's date of death.
(e) Distributions from the Plan will be made in the form of cash.
Distributions will be made to the Participant or, in the
event of such Participant's death, to the designated
Beneficiary, in accordance with the Participant's election
and Section 12 below.
(f) On each date for an installment distribution, there shall be
distributed to the Participant an amount equal to the sum of
the balance then credited to such Participant's Account
multiplied by a fraction, the numerator of which is one and
the denominator of which is the number of remaining
installments.
(g) Notwithstanding the provisions of Sections 11(a), (b), (c),
(d) and (e) hereof, the person or group designated in clause
(i), (ii) or (iii), below, as appropriate, in its absolute
discretion exercised in good faith, may accelerate the rate
of distribution but only in the case of unanticipated severe
financial hardship caused by circumstances over which the
Participant has no control, and only to the extent necessary
to alleviate such financial hardship.
(i) In the case of a Director Participant, an ad hoc
committee of the Board consisting of those members of
the Compensation Committee of the Board who are not
Participants in the Plan. If all the members of the
Compensation Committee participate in the Plan, such
decision shall be made by the Board; however, no member
of the Board shall participate in any such decision
affecting uniquely such member as a Participant.
(ii) In the case of an Executive Participant, the
Administrator.
(iii) Notwithstanding clause (i) or (ii), above, if one or
more trusts have been established pursuant to Section 9
(b) hereof, to the extent assets in such trust or trusts
are available therefor, the trustee of the trust.
(h) The balance of a Participant's Account shall be appropriately
reduced in accordance with this Section 11 to reflect
distributions made hereunder.
(i) Any election with respect to the distribution of Compensation
deferred for a given period pursuant to this Plan shall be
irrevocable.
(j) The balance of a Participant's Account may be reduced by the
amount of any indebtedness of such Participant to the
Corporation at the time of distribution. Failure to reduce any
payment to a Participant will not constitute waiver of the
Corporation's claim for such indebtedness.
(k) Notwithstanding the foregoing provisions of this Section 11,
the Corporation shall make provision for the withholding of any
Federal taxes that may be required to be withheld by the
Corporation in connection with the payments due hereunder.
12. Beneficiary Designation.
A Participant may designate in writing any person or persons to whom
payments are to be made if the Participant dies before receiving
payment of all amounts due under this Plan and the proportion or
proportions in which distributions are to be made to each such
person, using the Notice of Beneficiary Designation, a form of which
is attached as Exhibit C, or some other method of designation which
provides Beneficiary designation information similar to that in such
Notice of Beneficiary Designation. A Participant may designate a
Beneficiary other than a spouse only if the spouse consents in
writing as witnessed by a notary public. A Beneficiary designation
will be effective only after the Notice of Beneficiary Designation
or other designation is filed with and accepted by the Administrator
while the Participant is alive and, to the extent indicated by the
Participant in the Notice of Beneficiary Designation or other
designation, will cancel all beneficiary designations signed and
filed earlier by such Participant. Any such designation may be
terminated or modified from time to time by the Participant. If
and to the extent that a Participant fails to designate a
Beneficiary or if all of the Beneficiaries of the Participant die
before the death of the Participant or before complete payment of
all amounts credited to the Participant's Account under this Plan,
the remaining unpaid amount shall be paid in one lump sum to the
estate of the last to die of the Participant or the Participant's
Beneficiaries.
13. Administration of the Plan.
(a) Except as provided in Section 11(f), full power and authority
to construe, interpret and administer this Plan shall be vested
in the Administrator, who may from time to time adopt any rules
or regulations the Administrator determines are necessary or
appropriate. If there is no Administrator, the power and
authority of the Administrator shall rest with Board; however,
no member of the Board shall participate in any decision
affecting uniquely such member as a Participant. Decisions of
the Administrator, the ad hoc committee described in Section
11(f) and the Board made in good faith, shall be final,
conclusive and binding upon all parties.
(b) In the absence of bad faith or gross neglect of duty, neither
the Administrator nor any member of the Benefit Review
Committee, Compensation Committee, or Board of Directors shall
have any liability to the Corporation or to any other person,
firm or corporation arising out of or connected with the
administration of this Plan for any decision made respecting
this Plan or its administration.
(c) The President, Chairman of the Board and Chief Executive
Officer of the Corporation shall appoint a Benefit Review
Committee consisting of not less than three nor more than five
persons, having the administrative responsibilities and
discretionary authority described in this Section 13. The
Benefit Review committee has full power and authority to
construe the Plan and determine all questions of eligibility
and interpretation under the Plan, except with respect to non-
employee Directors, in which case the Compensation Committee of
the Board of Directors has full power and authority to construe
the Plan and determine all questions of eligibility and
interpretation under the Plan. The determination of the
Compensation Committee shall be final and binding, and not
subject to Subsection (d), below.
(d) The Plan and any claims of all Participants, with the sole
exception of non-employee Directors, arising from the Plan or
in any way related to the Plan, are subject to and governed by
the Ultramar Diamond Shamrock Corporation Dialogue Dispute
Resolution Program ("Dialogue"). If a claim has been appealed
from the Administrator to the benefit review committee and the
claimant desires to appeal the decision of the Benefit Review
Committee, such appeal must be conducted solely within the
limitations and procedures of Dialogue.
14. Amendment or Discontinuance of Plan.
At the sole discretion of the Board this Plan may be discontinued or
changed at any time. Upon such discontinuance, the vested amounts
credited to the Account of any Participant shall be distributed in
satisfaction of the obligations of the Corporation under this Plan,
in the manner selected at the option of the Board or at the option
of the Administrator if so directed by the Board, as follows:
(a) The Account balance may be distributed in a lump sum as of the
date of discontinuance in a manner consistent with Section 11
hereof. The lump sum payment shall be made on the last day of
the month following the date of discontinuance; or
(b) The Account balance may be distributed in accordance with the
Notice of Election; or
(c) Commencing on the last day of the month following the date of
discontinuance, the Account balance may be distributed in no
more than ten annual installments, calculated in the same
manner as payments under Section 11(e).
Notwithstanding the foregoing provisions of this Section 14, the
Board may make any change in this Plan that, under all the
circumstances, is beneficial and equitable to the Participants and
is consistent with the spirit and purposes of this Plan or is
required to protect the tax-deferred status of the Plan. However,
no member of the Board who is a Participant in the Plan shall
participate in any such decision affecting uniquely such member as a
Participant.
The Plan is intended to provide benefits for "management or highly
compensated" employees within the meaning of Sections 201, 301 and
401 of ERISA, and therefore to be exempt from the provisions of
Parts 2, 3 and 4 of Title I of ERISA. Accordingly, the Plan shall
terminate and no further benefit shall accrue hereunder in the event
it is determined by a court of competent jurisdiction or by an
opinion of counsel to the Corporation that such balance of the Plan
constitutes an employee pension benefit plan within the meaning of
Section 3(2) of ERISA, which is not so exempt. In addition, in the
absolute discretion of the Board, the vested benefit of each
Participant accrued under such balance of the Plan on the date of
termination shall be paid immediately to such Participant in a lump
sum. Alternatively, the Plan shall refund Elective Deferrals and
earnings in a lump sum if legislative changes require refunds to
protect the tax-deferred status of the Plan.
15. Miscellaneous.
(a) Except insofar as permitted by applicable law, no sale,
transfer, alienation, assignment, pledge, collateralization or
attachment of any benefits under the Plan shall be valid or
recognized by the Corporation. The Participant, his spouse and
his designated Beneficiary shall not have any power to
hypothecate, mortgage, commute, modify or otherwise encumber in
advance of any of the benefits payable hereunder, nor shall any
of said benefits be subject to seizure for the payment of any
debts, judgements, alimony, maintenance owed by the Participant
or his or her Beneficiary, or be transferable by operation of
law in the event of bankruptcy, insolvency, or otherwise.
Notwithstanding the foregoing, the Corporation may, if the
Committee so determines in its sole discretion, follow the
terms of any court order issued in connection with any domestic
relations proceeding including but not limited to marital
dissolution or child support.
(b) The Plan shall be binding upon the Corporation, its assigns,
and any successor company which shall succeed to substantially
all of its assets and business through merger, acquisition or
consolidation, and upon a Participant, his Beneficiary,
assigns, heirs, executors and administrators.
(c) The terms and conditions of the Plan shall not be deemed to
constitute a contract or employment between the Corporation and
a Participant. Nothing in this Plan shall of itself be deemed
to give a Participant the right to be retained in the service
of the Corporation or to interfere with any right of the
Corporation to discipline or discharge the Participant at any
time.
(d) A Participant shall cooperate by furnishing any and all
information reasonably requested by the Corporation, the Board
or the Administrator, and take such other actions as may be
requested in order to facilitate the administration of the Plan
and the payment of benefits hereunder.
(e) In case any provision of this Plan shall be found illegal or
invalid for any reason, said illegality or invalidity shall not
affect the remaining parts hereof, but the Plan shall be
construed and enforced as if such illegal and invalid provision
had never been included herein.
(f) Any Notice which shall be or may be given under the Plan shall
be in writing and shall be mailed by United States mail,
postage prepaid. If Notice is to be given to the Corporation
(or the Board or the Administrator), such Notice shall be
addressed to the Corporation at P.O. Box 696000, San Antonio,
Texas 78269-6000, Attention: Vice President, Human Resources;
if Notice to a Participant, addressed to the last known address
on the Corporation's personnel records. Any Notice or filing
required or permitted to be given to a Participant under this
Plan shall be sufficient if in writing and hand-delivered, or
sent by mail, to the last known address of the Participant.
Any party may, from time to time, change the address to which
notices shall be mailed by giving written Notice of such new
address.
(g) The interest in the benefits hereunder of a spouse of a
Participant who has predeceased the Participant shall
automatically pass to the Participant and shall not be
transferable by such spouse in any manner, including but not
limited to such spouse's will, nor shall such interest pass
under the laws of intestate succession.
(h) The benefits provided for a Participant and Participant's
Beneficiary under the Plan are in addition to any other
benefits available to such Participant under any other plan or
program for employees of the Corporation. The Plan shall
supplement and shall not supersede, modify or amend any other
such plan or program except as may otherwise be expressly
provided herein.
(i) The payment of benefits under the Plan to a Participant or
Beneficiary shall fully and completely discharge the
Corporation and the Board from all further obligations under
this Plan with respect to the portion of the benefits so paid.
(j) If any action at law or in equity is necessary by a Participant
or Beneficiary to enforce the terms of the Plan, the
Participant or Beneficiary shall be entitled to recover
reasonable attorney's fees, costs and necessary disbursements
in addition to any other relief to which that party may be
entitled.
(k) (i) Unless the context clearly indicates otherwise, (A)
masculine pronouns shall include the feminine and
singular words shall include the plural and vice versa;
(B) any reference to a section of the Code or ERISA, any
regulation promulgated under the Code or ERISA or any
plan (except this Plan) shall refer also to any
successor provision to such section, and (C) any
reference to a plan shall refer also to such plan as
amended from time to time.
(ii) Titles and headings of the articles and sections of the
Plan are included for ease of reference only and are not
to be used for the purpose of construing any portion or
provision of the Plan document.
(l) This instrument and any Notice may be executed in one or more
counterparts, each of which is legally binding and enforceable.
(m) Except to the extent other instruments are incorporated herein
by reference or there are amendments made to this Plan in
the manner specified by Article 13 hereof, this instrument
constitutes the entire Plan.
16. Governing the Law.
To the extent not preempted by Federal law, the provisions of this
Plan shall be interpreted and construed in accordance with the laws
of the State of Texas.
17. Effective Date.
The effective date for this Plan shall be January 1, 1997.
Ultramar Diamond Shamrock Corporation
By: /s/ Timothy J. Fretthold
Executive Vice President
<PAGE>
Name
(Print)
Exhibit A
Notice of Election for
Ultramar Diamond Shamrock Corporation Nonqualified 401(k) Plan
1. Pursuant to the provisions of the Plan, I elect to have compensation
payable to me for services to Ultramar Diamond Shamrock Corporation
deferred in the manner specified below. I understand that this
election shall be irrevocable as to compensation earned by me
following the filing and effectiveness of this election, except to
the extent I file a subsequent Notice of Election or Notice of
Termination with the Administrator applicable to compensation earned
by me in a calendar year subsequent to such filing.
I also understand that no modification or termination shall be
effective with respect to compensation deferred prior to the
calendar year following the date any subsequent Notice of Election
or Notice of Termination is received by the Administrator.
2. Percentage of compensation deferred (Retirement Account).
% of Compensation-Base Salary and Annual Incentive Bonus (minimum
amount is 1% and maximum amount is 20%).
The percentage of Base Salary and Annual Incentive Bonus deferred
must be the same up to 6%. If you defer at least 6% of your total
compensation and wish to defer a greater percentage of Annual
Incentive Bonus than of Base Salary, please note this percentage
below:
% of Annual Incentive Bonus (total amount, including percent
deferred above; maximum amount is 100%).
3. Percentage of compensation deferred (Fixed Account).
% of Compensation-Base Salary and Annual Incentive Bonus (minimum
amount is 1% and maximum amount for Retirement and Fixed Accounts
combined is 20%).
% of Annual Incentive Bonus (total amount, including percent
deferred above; maximum amount is 100%).
4. Annual Distributions
(a) Defer to the 401(k) Plan the distribution from the
Nonqualified Plan equal to the maximum amount of elective
deferrals and matching contributions that could have been
credited to the 401(k) Plan in the prior year. I understand that
this distribution will not be included in my gross income in the
prior year.
(b) Distribute to me in cash the distribution from the
Nonqualified Plan equal to the maximum amount of elective
deferrals and matching contributions that could have been
credited to the 401(k) Plan in the prior year. I understand that
this amount will be included in my gross income in the prior
year.
5. Deemed Investment Funds
% Ultramar Diamond Shamrock % Fidelity Advisor Income
Corporation Common Stock and Growth Fund
Fund
% CIGNA Guaranteed Long Term % Fidelity Advisor
Fund (1) Strategic Opportunities
Fund
% Fidelity Advisor Growth %Warburg Pincus Advisor
Opportunities Account Emerging Growth Fund
% Vanguard S&P 500 Index % Warburg Pincus Advisor
Fund (2) International Equity Fund
% INVESCO Industrial Income Fund % Twentieth Century Ultra
Fund
(1) Any funds in this account which may be transferred to the Ultramar
Diamond Shamrock Corporation 401(k) Retirement Savings Plan will
initially be deposited in the CIGNA Fixed Income Account.
(2) Any funds in this account which may be transferred to the Ultramar
Diamond Shamrock Corporation 401(k) Retirement Savings Plan will
initially be deposited in the CIGNA Stock Market Index Account.
6. Date of commencement of Retirement Account payments.
Except in the case of retirement, disability or death of a
Participant, distribution will be made, pursuant to Section 11(a)
of the Plan, on the earlier of:
(a) the date an Executive Participant ceases to be an employee of
the Corporation, or
(b) the commencement date specified below (select one):
retirement.
the January 1 following the calendar year in which I
retire.
the January 1 following the calendar year in which I reach
age 70.
the following date (which shall in no event be after the
January 1 following the calendar year in which I reach age
70) .
In the event of a Participant's retirement or disability,
distribution will commence, pursuant to Section 11(b) of the Plan,
on the later of (a) the date an Executive Participant ceases to be
an employee of the Corporation or (b) the date selected above.
7. Method of Retirement Account payment (select one) (see Note 2 at end
of Notice).
Lump sum, or
Annual installments over a period of years (not over ten).
8. Date of commencement of Fixed Account lump sum payment.
Except in the case of retirement, disability or death of a Participant,
distribution will be made, pursuant to Section 11(a) of the Plan, on the
earlier of:
(a) the date an Executive Participant ceases to be an employee of
the Corporation, or
(b) the following date (which shall in no event be after the
January 1 following the calendar year in which I reach age 70)
.
In the event of a Participant's retirement or disability, distribution
will commence, pursuant to Section 11(b) of the Plan, on the later of
(a) the date an Executive Participant ceases to be an employee of the
Corporation or (b) the date selected above.
Notes to Notice of Election
1. Participants should be aware that a deferral may reduce the benefit
payable under the Ultramar Diamond Shamrock Corporation Career
Average Retirement Income Plan (the "CARIP") and the Ultramar
Diamond Shamrock Corporation Employee Stock Ownership Plan I (the
"ESOP I") and the Ultramar Diamond Shamrock Corporation Employee
Stock Ownership Plan II (the "ESOP II"). Any amount deferred to a
date following termination of employment will not be taken into
account for purposes of computing the CARIP, ESOP I, and the ESOP II
qualified pension benefits. As a result, the CARIP, ESOP I, and
ESOP II qualified pension benefits will be less than if the deferral
had been paid prior to the Participant's termination of employment.
Such "lost" benefits will be paid pursuant to the Ultramar Diamond
Shamrock Corporation Excess Benefits Plan. Amounts paid pursuant to
the Excess Benefits Plan are not adjusted for the loss of any tax
benefits which would have been realized had such benefits been paid
under a qualified plan.
2. All distributions under the Plan represent taxable income to the
Participant and may not be rolled over to an Individual Retirement
Account.
3. Participants who no longer qualify as highly compensated employees
as defined in the 401(k) Plan will no longer be eligible to make
Elective Deferrals to this Plan.
Date Signature
Date Notice of Election received by the Administrator:
Date Signature
<PAGE>
Name
(Print)
EXHIBIT B
Notice of Termination
for
Ultramar Diamond Shamrock Corporation Nonqualified 401(k) Plan
Pursuant to the provisions of the Plan, I hereby terminate my
participation in the Plan effective as of January 1, 19 .
Date Signature
Date Notice of Termination received by the Administrator:
Date Signature
Administrator
Name
(Print)
Exhibit C
Notice of Beneficiary Designation
for
Ultramar Diamond Shamrock Corporation Nonqualified 401(k) Plan (the
"Plan")
Any amounts credited to my account under the Plan unpaid at my death
shall be paid to the following beneficiary or beneficiaries, in the
proportions designated:
%
Name Proportion Relationship
Address
Name Proportion Relationship
Address
This designation supersedes any previous beneficiary designation made by
me with respect to the amounts credited to my account under the Plan. I
hereby reserve the right to terminate or modify any designation made by
this Instrument, at any time or from time to time.
Participant's
Date Signature
Witness'
Date Signature
<PAGE>
A Participant may designate a Beneficiary other than a spouse only if
the spouse consents in writing as witnessed by a notary public.
Spousal Waiver
I understand that my signature below acknowledges my full consent to the
above beneficiary designation which limits my claim to any benefits from
the Ultramar Diamond Shamrock Corporation Nonqualified 401(k) Plan in
the event of the death of my spouse, and my signature is notarized
below.
Spouse's
Date Signature
Notarization of Spouse's Signature
The State of
County of
Subscribed and Sworn to me this day of , 19 .
Seal Signature
Notary Public
My commission expires
Date Notice of Designation received by the Administrator:
Date Signature
Administrator
Note: Other methods of beneficiary designation which provide
beneficiary designation information similar to that in this
Instrument may be used instead of this Instrument.
May 22, 1997
Ultramar Diamond Shamrock Corporation
9830 Colonnade Boulevard
San Antonio, Texas 78230
Re: Ultramar Diamond Shamrock Corporation Nonqualified 401(k) 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
101,015 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 Common Stock under the Securities Act of 1933,
as amended.
Very truly yours,
/s/ Todd Walker
TODD WALKER
w3303.lw
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
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 Nonqualified 401(k)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
ERNST & YOUNG LLP
San Antonio
May 22, 1997
w3316.LW
<PAGE>
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
</PAGE>
<PAGE>
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
</PAGE>
<PAGE>
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
</PAGE>
<PAGE>
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
</PAGE>
<PAGE>
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
</PAGE>
<PAGE>
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
</PAGE>
<PAGE>
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
</PAGE>
<PAGE>
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
</PAGE>
<PAGE>
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
</PAGE>
<PAGE>
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
</PAGE>
<PAGE>
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
</PAGE>
<PAGE>
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
</PAGE>
<PAGE>
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
</PAGE>
CERTIFICATE
ULTRAMAR DIAMOND SHAMROCK CORPORATION
I, Harold D. Mallory, Assistant Secretary of ULTRAMAR DIAMOND SHAMROCK
CORPORATION, a Delaware corporation, and custodian of the books and records
of said corporation, do hereby certify that the following resolutions were
duly adopted by the Board of Directors of said corporation on April 23,
1997, and that said resolutions are in full force in effect.
RESOLVED that the appropriate officers of the Corporation be, and
hereby they are, authorized and directed on behalf of the Corporation
to prepare, execute and file with the Securities and Exchange
Commission a Registration Statement on Form S-8 for the registration
under the Securities Act of 1933, as amended (the "1933 Act"), of the
number of shares of Common Stock (the "Shares") of the Corporation
available for issuance or transfer pursuant to each of the 401(k)
Retirement Savings Plan and the Nonqualified 401(k) Plan, and to file
such amendments thereto as may, in the opinion of the officers
executing the same on behalf of the Corporation, be necessary or
proper to effect the registration of such Shares under the 1933 Act,
and to cause to be filed with the Securities and Exchange Commission
all such post-effective amendments, additional papers, prospectuses,
undertakings and documents as may be necessary or advisable in order
to make such registration statement effective, to comply with the
provisions of the 1933 Act, and to comply with any undertakings of the
Corporation made in connection with such registration.
RESOLVED that Patrick J. Guarino, Curtis V. Anastasio, Harold D.
Mallory, and Todd Walker, or any of them, be and hereby are
designated to act on behalf of the Corporation as its agent or agents
for service in respect of matters concerning the Registration
Statements relating to the Shares with the powers enumerated in Rule
487 of the Rules and Regulations of the Securities and Exchange
Commission.
RESOLVED that the name of any officer or director of the Corporation
signing the Registration Statements (and any amendments thereto) on
its behalf may be signed pursuant to a power of attorney duly executed
and delivered by the officer or director whose name is so signed.
RESOLVED that the proper officers and employees of the Corporation be,
and hereby they are, authorized and directed in the name and on behalf
of the Corporation to take any and all action which they in their
discretion may deem necessary or advisable in order to register or
qualify the Shares, or any number thereof, issued pursuant to such
401(k) Retirement Savings Plan and such Nonqualified 401(k) Plan, for
issuance and sale under the securities laws of any of the states of
the United States of America, or to take any and all other action
which they in their discretion may deem necessary or advisable in
order to register or license the Corporation as a dealer or broker in
securities in any such state or to secure permission for the
Corporation to issue such Shares pursuant to such 401(k) Retirement
Savings Plan and Nonqualified 401(k) Plan and in connection with such
applications, registrations or qualifications to execute, acknowledge,
verify, deliver, file and publish all such applications, reports,
issuance, covenants, certified copies of resolution, powers of
attorney, consents to service of process and any and all other papers
or instruments as may be required under the laws of any such state,
and to take any and all other action which they deem necessary or
advisable in order to maintain such registration or qualification for
as long as they deem to be in the best interest of the Corporation or
in order to cancel such registration or qualification if and when they
deem such cancellation to be in the best interest of the Corporation.
RESOLVED that if, in any state in which any application, statement,
notice or other instrument is required for the purpose of registering
or qualifying the Shares issued pursuant to the 401(k) Retirement
Savings Plan and the Nonqualified 401(k) Plan for offering or sale or
to register or license the Corporation as a dealer or broker in
securities, a prescribed form of resolution or resolutions relating
to such offering or sale or to any application, statement, notice or
other instrument in connection is required, each such preamble and
resolution shall be deemed to have been, and hereby is, adopted by
this Board of Directors and the Secretary of the Corporation is hereby
authorized and directed to certify any such preamble or resolution as
though the same were now presented to this meeting, all such preambles
and resolutions to be inserted in the Minute Book following the
minutes of this meeting.
RESOLVED that the appropriate officers of the Corporation be, and
hereby they are, authorized and directed to prepare, execute and file
with the New York Stock Exchange listing applications, listing fee
agreements and listing agreements with respect to the listing on such
exchange, upon official notice of issuance of the Shares issued from
time to time under and pursuant to the provisions of the 401(k)
Retirement Savings Plan and the Nonqualified 401(k) Plan, and the
proper officers of the Corporation be, and hereby they are, authorized
and empowered to cause such listing applications to be amended and
modified to the extent that the officers executing the same may deem
necessary or proper and to cause to be filed with such exchange, all
additional papers, undertakings, agreements and documents as may be
necessary or advisable in order to cause such exchange to list those
Shares.
RESOLVED that Patrick J. Guarino, Curtis V. Anastasio, Harold D.
Mallory, and Todd Walker, and any of them be, and hereby they are,
authorized to appear if necessary or advisable before officials of
such exchange, with authority to make changes in the listing
applications relating to the Shares to be issued under and pursuant
to the provisions of the 401(k) Retirement Savings Plan and the
Nonqualified 401(k) Plan and take such steps as may be necessary to
effect the listing of the Shares on such exchange.
RESOLVED that the Corporation's Transfer Agent be, and hereby it is
duly authorized to either (a) issue or (b) transfer from the
Corporation's treasury as may be authorized in the manner provided
below, and that the Corporation's Registrar be and hereby it is duly
authorized to register certificates of Common Stock of this
Corporation issued or transferred from the Corporation's treasury
pursuant to the terms of the 401(k) Retirement Savings Plan and the
Nonqualified 401(k) Plan, upon written certification and authorization
by the Chief Executive Officer, Chief Operating Officer and President,
any Vice President, the Secretary, or Assistant Secretary of the
Corporation that Shares were issued thereunder to each director or
employee designated in such certification, that each such director or
employee is entitled to receive the number of shares specified in such
certification and that shares of Common Stock therefore are to be
either issued or transferred from the Corporation's treasury, as the
case may be.
RESOLVED that the appropriate officers and employees of the
Corporation be, and hereby they are, authorized and directed to take
any and all further action and do any and all other things that may
be necessary, proper or advisable to effectuate the foregoing
resolutions.
RESOLVED that such further specific resolutions as may be required in
connection with the registration and listing of Shares as
contemplated above be, and hereby they are, deemed adopted and such
resolutions may be certified by the Secretary of the Corporation as
having been adopted by the Board of Directors provided that a copy
thereof is inserted in the Minute Book following the minutes of this
meeting.
IN WITNESS WHEREOF, I have set my hand and the seal of this
corporation upon this 22nd day of May, 1997.
/s/ HAROLD D. MALLORY
Harold D. Mallory
w3301.lw
