EXHIBIT 24.2
POWERS OF ATTORNEY OF DIRECTORS AND OFFICERS OF THE COMPANY
POWER OF ATTORNEY
The undersigned directors and/or officers of Ultramar Diamond Shamrock
Corporation, 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
director and/or an officer of Ultramar Diamond Shamrock Corporation, 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 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 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/ Jean Gaulin /s/ Russell H. Herman
Jean Gaulin Russell H. Herman
/s/ Byron Allumbaugh /s/ Bob Marbut
Byron Allumbaugh Bob Marbut
/s/ E. Glenn Biggs /s/ Katherine D. Ortega
E. Glenn Biggs Katherine D. Ortega
__________________________ /s/ Madeleine Saint-Jacques
W. E. Bradford Madeleine Saint-Jacques
/s/ H. Frederick Christie /s/ C. Barry Schaefer
H. Frederick Christie C. Barry Schaefer
/s/ W. H. Clark /s/ Robert S. Shapard
W. H. Clark Robert S. Shapard
Dated: October 3, 2000
