Exhibit 4.8
(Front side)
Incorporated under the laws COMMON STOCK
of the State of Delaware PAR VALUE $.01
NUMBER SHARES
This Certificate is transferable in CUSIP 904000 10 6
New York, New Jersey, Toronto, Montreal See Reverse for
Vancouver, Calgary and Halifax certain definitions
ULTRAMAR DIAMOND SHAMROCK CORPORATION
This certifies that
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF
ULTRAMAR DIAMOND SHAMROCK CORPORATION transferable on the books of the Company
in person or by attorney on surrender of this certificate properly endorsed.
This certificate is not valid until countersigned by the Transfer of Agent and
registered by the Registrar.
Witness the seal of the Company and the facsimile signatures of its duly
authorized
officers.
/s/ R. R. Hemminghaus CORPORATE COUNTERSIGNED AND REGISTERED:
Chairman of the Board SEAL REGISTRAR
and Chief Executive Officer AND OR
TRANSFER
TRANSFER AGENT
AND REGISTRAR
Patrick J. Guarino
/s/ Executive Vice President, By: By:
General Counsel and Secretary
Authorized Authorized
Signatory Signatory
REVERSE SIDE
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT -____Custodian
TENENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants
in common Act_________________________
(State)
Additional abbreviations may also be used though not in the above list.
For value received, ___________ hereby sell, Pour une contrepartie de valeur,
assign and transfer unto ___________________ cede(nt) a
PLEASE INSERT SOCIAL SECURITY OR OTHER NUMERO D'ASSURANCE SOCIALE QU
IDENTIFYING NUMBER OF ASSIGNEE
_____________________________ __________________________
_______________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE
_______________________________________________________________________________
NOM ET ADRESSE (Y COMPRIS LE CODE POSTAL) DU CESSIONNAIRE EN CARACTERES
D'IMPRIMERIE
________________________________________________________________________________
________________________________________________________________________________
shares of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
_______________________________________________________________________________
actions du capital representees par le present certificat et nomme(nt)
irrevocablement
________________________________________________________________________________
attorney to transfer the said stock on the books of the within named Corporation
with full power of substitution in the premises.
________________________________________________________________________________
mandatire pour transferer ces actions aux registres de la societe nomme aux
presentes, avec pleins pouvolrs de substitution.
Dated:_________________________ Dated:_________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
AVIS: LA SIGNATURE DU PRESENT FORMULAIRE DE TRANSFERT DOIT CORRESPONDRE EN TOUS
POINTS AU NOM ECRIT AU RECTO DU PRESENT CERTIFICAT, SANS MODIFICATION NI
AGRANDISSEMENT.
This certificate also evidences and entitles the holder hereof to certain
Rights as set forth in a Rights Agreement dated as of June 25, 1992, as it may
be amended from time to time (the "Rights Agreement"), between Ultramar Diamond
Shamrock Corporation and Registrar and Transfer Company, as successor Rights
Agent, the terms of which are hereby incorporated herein by reference and a copy
of which is on file at the principal executive offices of Ultramar Diamond
Shamrock Corporation. Under certain circumstances, as set forth in the
Rights Agreement, such Rights will be evidenced by separate certificates and
will no longer be evidenced by this certificate. Ultramar Diamond Shamrock
Corporation will mail to the holder of this certificate a copy of the Rights
Agreement without charge after receipt of a request therefor. Rights
beneficially owned by Acquiring Persons or their Affiliates or Associates (as
such terms are defined in the Rights Agreement) and by any subsequent holder
of such Rights are null and void and nontransferable.
The authorized shares of Ultramar Diamond Shamrock Corporation include
preferred stock. A statement of the powers, designations, preferences and
relative, participating, optional or other special rights of each class of
preferred stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights will be furnished by the
Corporation without charge to each stockholder who so requests. Any such
request is to be addressed to the Secretary of Ultramar Diamond Shamrock
Corporation or to the transfer agent named on the face of this certificate.
W5011.TW