EXHIBIT 10.3

This agreement between Ultramar Diamond Shamrock Corporation (the "Company") and
______________________ (the "Executive") constitutes an amendment,  effective as
of   May   1,   2000,    to   the    Disability    Benefit    Agreement    dated
________________________, between the Company and the Executive (the "Disability
Benefit Agreement").

1.  The  Disability  Benefit Agreement is hereby amended by adding thereto a new
    Paragraph 2A, to read as follows:

         2A.      CONTINUATION OF BENEFITS.

                  If payments continue  hereunder in accordance with Paragraph 2
                  after your monthly benefit  payments cease under the LTD Plan,
                  you  shall  be  entitled  to  continued  participation  in the
                  Company's  benefit plans  (except  vacation) for the period of
                  such  continuation on the same terms and conditions as applied
                  to you during the period in which you were  receiving  monthly
                  benefit payments under the LTD Plan.

2.  The Executive  acknowledges  that his signature  below  represents  only an
    acknowledgment  of the above amendment,  and that the Company  continues to
    have the  unilateral  right to amend or terminate  the  Disability  Benefit
    Agreement in accordance with Paragraphs 4 and 5 thereof.

3.  The Disability  Benefit  Agreement,  except  as  herein  amended,  is hereby
    ratified, confirmed, and approved in all respects.

IN WITNESS WHEREOF, the parties have executed this amendment as of the first day
of May, 2000.

ULTRAMAR DIAMOND SHAMROCK CORPORATION


By:__________________________________


_____________________________________
Executive