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 October 3, 1995, and that said resolutions are
in full force in effect.
RESOLVED that the Diamond Shamrock, Inc. Nonqualified 401(k)
Plan in the form presented to the Board of Directors of the
Corporation be, and hereby is, adopted by the Corporation.
RESOLVED that the appropriate officers of the Corporation be,
and they hereby are, authorized to execute such plan and any
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 a Registration Statement on Form S-8
for the registration under the Securities Act of 1933, as
amended (the "1933 Act"), of 100,000 shares of Common Stock
(the "Shares") of the Corporation for issuance pursuant to the
Nonqualified 401(k) Plan, and $3,000,000 of Deferred
Compensation Obligations which represent unsecured obligations
of the Corporation to pay deferred compensation in the future
in accordance with the terms of the 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 and
Deferred Compensation Obligations 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 and
the Deferred Compensation Obligations, or any number thereof,
issued pursuant to such Nonqualified 401(k) 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 and Deferred
Compensation Obligations pursuant to such Nonqualified 401(k)
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 and the
Deferred Compensation Obligations issued pursuant to the
Nonqualified 401(k) 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 Nonqualified
401(k) 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 Nonqualified 401(k) 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
Nonqualified 401(k) Plan, upon written certification and
authorization by the Chief Executive Officer, any Vice
President or the Secretary of the Corporation that Shares were
issued 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 Nonqualified
401(k) 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 27th day of November, 1995.
/s/ Jerry D. King
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