EXHIBIT 24.1
POWER OF ATTORNEY
Ultramar Diamond Shamrock Corporation hereby constitutes and appoints
Timothy J. Fretthold and Todd Walker, or either of them, its true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, to do any and all acts and things in its name and behalf, and to
execute any and all instruments for it and in its name which the said
attorneys-in-fact and agents, or either of them, may deem necessary or advisable
to enable Ultramar Diamond Shamrock Corporation to comply with the Securities
Act of 1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in connection with a Registration Statement
on Form S-8, including without limitation power and authority to sign for it
such Registration Statement and power and any and all amendments (including
post-effective amendments) thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith with the Securities and
Exchange Commission, hereby ratifying and confirming all that the said
attorneys-in-fact and agents, or their substitute or substitutes, or any one of
them, shall do or cause to be done by virtue hereof.
ULTRAMAR DIAMOND SHAMROCK CORPORATION
By: /s/ Jean Gaulin
Jean Gaulin
Chairman, President, and
Chief Executive Officer
Dated: October 3, 2000
