CERTIFICATE
DIAMOND SHAMROCK, INC.
I, JERRY D. KING, Secretary of DIAMOND SHAMROCK, INC., 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 February 7, 1995 and that said resolutions are
in full force in effect.
RESOLVED that amendments to the Diamond Shamrock, Inc. Long-Term Incentive
Plan in the form presented to the Board of Directors of the Corporation be, and
hereby are, adopted by the Corporation and that such approval and adoption be
submitted for ratification to the stockholders at the "1995 Annual Meeting of
Stockholders" and that it be, and hereby is, recommended that the stockholders
vote for ratification.
RESOLVED that the appropriate officers of the Corporation be,
and they hereby are, authorized to execute such amendments
subject to such changes as may in their or his judgment, or in
the judgment of the Compensation Committee, be necessary,
appropriate or desirable, and any such action taken or any
document executed and delivered by them or any of them shall
be conclusive evidence of their or his authority to take,
execute and deliver the same.
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 Registration Statements on Form S-8
for the registration under the Securities Act of 1933, as
amended (the "1933 Act"), of 1,000,000 shares of Common Stock
of the Corporation for issuance pursuant to the Long-Term
Incentive 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 of Common Stock (the "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 Timothy J. Fretthold and Jerry D. King, or
either 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, and/or the awards granted pursuant to such
Long-Term Incentive 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 Long-Term
Incentive 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 granted
pursuant to the Long-Term Incentive 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 such Long-Term
Incentive 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 Timothy J. Fretthold and Jerry D. King, and
either 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 such Long-Term Incentive 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 such
Long-Term Incentive Plan, upon written certification and
authorization by the Chief Executive Officer, any Vice
President or the Secretary of the Corporation that an award
was granted 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 approval of the amendment of
the Long-Term Incentive Plan 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 26th day of April, 1995.
/S/ Jerry D. King
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