EXHIBIT 24.3
POWER OF ATTORNEY
The undersigned members of the Employee Benefits Committee of Ultramar
Diamond Shamrock Corporation (the "Committee") hereby constitute and appoint
Timothy J. Fretthold and Todd Walker, or either of them, as the true and lawful
attorneys-in-fact and agents of the undersigned, each with full power of
substitution and resubstitution, to do any and all acts and things in their
names and in their respective capacities as a member of the Committee, and to
execute any and all instruments for them and in their names in the capacities
indicated above, which said attorneys-in-fact and agents, or either of them, may
deem necessary or advisable to enable the Committee 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 them, in their name in the capacities indicated above, such Registration
Statement 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.
/s/ Timothy J. Fretthold
Timothy J. Fretthold
/s/ Penelope Viteo
Penelope Viteo
/s/ Lorraine Racicot
Lorraine Racicot
/s/ Steve Blank
Steve Blank
Dated: October 3, 2000
