DIAMOND SHAMROCK, INC.
NONQUALIFIED 401(k) PLAN
1. Purpose of Plan.
It is the purpose of this Plan (a) to enable each Director of the
Corporation who is separately compensated for his or her services on the Board
of Directors of the Corporation to defer some or all compensation payable for
future services to be performed by such Director as a member of the Board of
Directors of the Corporation or as a member of any committee of the Board, and
(b) to enable each employee who is in a select group of management and who earns
at least Sixty-Six Thousand and No/100 Dollars ($66,000.00) per year in
Compensation (as 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)) to defer part of the Compensation payable for future services to be
performed by such employee as an executive of the Corporation.
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) "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 of Beneficiary
Designation.
(d) "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.
(e) "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.
(f) "Code" means the Internal Revenue Code of 1986, as amended.
(g) "Common Stock" means whole shares of common stock of the Corporation.
(h) "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.
(i) "Corporation" means Diamond Shamrock, Inc., a Delaware corporation,
or, where the context requires, any affiliate or subsidiary of Diamond Shamrock,
Inc.
(j) "Director" means a member or honorary member of the Board of
Directors of the Corporation.
(k) "Director Participant" means any Director who is separately
compensated for his services on the Board of Directors, or on any committee of
the Board, and who participates in this Plan.
(l) "Effective Date" means January 1, 1996.
(m) "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.
(n) "Executive" means any employee of the Corporation who is in a select
group of management and earns at least Sixty-Six Thousand and No/100 Dollars
($66,000.00) per year in Compensation (as 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)).
(o) "Executive Participant" means any Executive who participates in this
Plan.
(p) "401(k) Plan" means the Diamond Shamrock, Inc. 401(k) Retirement
Savings Plan.
(q) "Notice of Beneficiary Election" means the notice provided for in
Section 11 below.
(r) "Notice of Election" means the notice provided for in Section 5 below.
(s) "Participant" means any Director Participant or Executive
Participant.
(t) "Plan" means the Diamond Shamrock, Inc. Nonqualified 401(k) Plan, as
amended.
(u) "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 separately compensated for such
Director's services on the Board of Directors shall be eligible to participate
in this Plan; provided, however, that any Director who initially is so
separately 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.
4. Account Credits.
Accounts will be credited with Elective Deferrals, Matching Contributions,
and Make-Up of 401(k) Match Contributions.
(a) Elective Deferrals. "Elective Deferrals" are amounts credited to the
Accounts of Executive Participants who have agreed to defer receipt of their
base salary and/or bonus, and amounts credited to the Accounts of Director
Participants who have agreed to defer receipt of their annual retainer or
meeting fees. 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%. Director
participants may defer any percentage of annual retainer or meeting fees.
(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; provided, however,
no Matching Contribution to an Executive Participant's Account will exceed 3% of
Compensation when added to the matching contribution which would have been made
by the Corporation pursuant to the 401(k) Plan if the Executive Participant had
deferred the maximum amount possible through the 401(k) Plan consistent with
that plan and Internal Revenue Service nondiscrimination testing and deferral
limitations and no Matching Contribution to a Director Participant's Account
will exceed 3% of Compensation.
(c) Make-Up of 401(k) Match Contributions. Compensation of an Executive
Participant which is deferred under the 401(k) Plan does not include
Compensation deferred pursuant to this Plan. To recognize that Elective
Deferrals made by an Executive Participant in this Plan reduce the match by the
Corporation to such Executive Participant's account in the 401(k) Plan,
additional amounts will be credited to such Executive Participant's Account in
this Plan equal to the 401(k) Plan match lost because of such salary reduction
("Make-Up of 401(k) Match Contributions").
5. Manner of Election.
(a) Any Director or 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 November 30 immediately preceding the first
calendar year for which such modification is to be effective (for 1996 only,
such notice must be filed by December 31, 1995). 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 November 30 immediately preceding the first calendar year for which such
termination is to be effective (for 1996 only, such notice must be filed by
December 31, 1995). 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 also terminate on the date a person ceases to be
an Executive or 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 and any Make-Up of
401(k) Match 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, and,
with respect to an Executive Participant, any Make-Up of any 401(k) Match
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.
(a) Participants are 100% vested in Elective Deferrals.
(b) Participants become vested in Matching Contributions and Make-Up of
401(k) Match Contributions made by the Company upon the earlier of:
(i) completion of five Years of Service, or
(ii) a Change in Control, as that term is defined in the
Diamond Shamrock, Inc. Excess Benefits Plan.
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 payments 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. 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.
(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 a distribution by reason of this Section 10(b), such
distribution shall be in the form elected by the Participant on the Notice of
Election.
(c) 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 11 below. The lump sum payment shall be paid as of the last day of the
month following the Participant's date of death.
(d) Distributions from the Plan will be made in the form of cash except
any deemed Common Stock investments may be distributed in the form of cash or
Common Stock, as elected by the Participant. 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 11 below.
(e) On each date for an installment distribution, there shall be
distributed to the Participant an amount in cash equal to the sum of the cash
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. Any deemed Common Stock investment will be distributed
in a similar manner by taking into account the value of the Common Stock
investment account; provided, however, that distributions attributable to such
account may be made in the form of cash or Common Stock, as elected by the
Participant.
(f) Notwithstanding the provisions of Sections 10(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.
(g) The balance of a Participant's Account shall be appropriately reduced
in accordance with this Section 10 to reflect distributions made hereunder.
(h) Any election with respect to the distribution of Compensation
deferred for a given period pursuant to this Plan shall be irrevocable.
(i) 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.
(j) Notwithstanding the foregoing provisions of this Section 10, the
Corporation shall make provision for the withholding of any Federal, state or
local taxes that may be required to be withheld by the Corporation in
connection with the payments due hereunder.
11. 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 Plan or Corporation representative or 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
amounts shall be paid in one lump sum to the estate of the last to die of the
Participant or the Participant's Beneficiaries.
12. Administration of Plan.
(a) Except as provided in Section 10(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 10(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 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.
13. 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 10 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
10(e).
Notwithstanding the foregoing provisions of this Section 13, 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. 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 benefits 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.
14. 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, judgments, 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 of 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 to 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 attorneys' 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.
15. Governing 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.
16. Effective Date.
The effective date for this Plan shall be January 1, 1996.
DIAMOND SHAMROCK, INC.
By: /s/ WILLIAM R. KLESSE
Executive Vice President
W3015.LW
EXHIBIT A
NOTICE OF ELECTION
for
Diamond Shamrock, Inc. Nonqualified 401(k) Plan
1. Pursuant to the provisions of the Plan, I elect to have
compensation payable to me for services to Diamond Shamrock,
Inc. 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 (Director Participants).
Annual Cash Retainer Meeting Fees
[ ] All [ ] All
[ ] None [ ] None
___ Percent ___ Percent
3. Percentage of compensation deferred (Executive Participants).
________% 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%)
4. Deemed Investment Funds
_____% Diamond Shamrock Common Stock Fund
_____% Guaranteed Income Fund
_____% Fidelity Advisor Growth Opportunities Account
_____% Vanguard S & P Index Fund
5. Date of commencement of payments.
Except in the case of retirement, disability or death of a
Participant, distribution will be made, pursuant to Section 10(a)
of the Plan, on the earlier of:
(a) the date a Director Participant ceases to be a Director
or 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 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) ____________, 19__.
In the event of a Participant's retirement or disability,
distribution will commence, pursuant to Section 10(b) of the
Plan, on the later of (a) the date a Director Participant
ceases to be a Director or an Executive Participant ceases to
be an employee of the Corporation or (b) the date selected
above.
6. Method of Payment (select one) (see Note 2 at end of Notice).
___ Lump sum, or
___ Annual installments over a period of ___ years (not over
ten).
Date____________________________ Signature___________________________
Date Notice of Election received by the Administrator:
Date____________________________ Signature___________________________
NOTES TO NOTICE OF ELECTION
1. Participants should be aware that a deferral may reduce the benefit payable
under the Diamond Shamrock, Inc. Career Average Retirement Income Plan (the
"CARIP") and the Diamond Shamrock, Inc. Employee Stock Ownership Plan I (the
"ESOP I") and the Diamond Shamrock, Inc. 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
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 Diamond Shamrock, Inc. 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.
EXHIBIT B
NOTICE OF TERMINATION
for
Diamond Shamrock, Inc. 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 Administrator:
Date______________________ Signature____________________________
Administrator
EXHIBIT C
NOTICE OF BENEFICIARY DESIGNATION
for
Diamond Shamrock, Inc. 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
_____________________________ _____________% ______________________
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_______________________________
A Participant may designate a Beneficiary other than a spouse only if the
spouse consents in writing as witnessed by a Plan or Corporation representative
or notary public.
Spousal Waiver
As spouse of the above named Participant, I hereby consent to the preceding
beneficiary designation. I understand that I am waiving my right to be
designated the Beneficiary under the Plan.
Spouse's
Date______________________ Signature________________________________
Witness'
Date______________________ Signature________________________________
Date Designation received by Administrator:
Administrator's
Date______________________ Signature________________________________
Note: Other methods of beneficiary designation which provide
beneficiary designation information similar to that in this
Instrument may be used instead of this Instrument.
W3015.LW