1 Exhibit 99.5 HOLLY CORPORATION PROXY FOR SPECIAL MEETING OF STOCKHOLDERS ______________, 1998 SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS P Lamar Norsworthy, Gerald L. Regard and Jack P. Reid, or any of them or their substitutes, are hereby appointed proxies to represent and to vote R the stock of Holly Corporation standing in the name(s) of the undersigned at Special Meeting of Stockholders to be held __________________ on O _____________, 1998 and at all adjournments thereof. X TO VOTE IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS MARK THE BOX LABELED "FOR" ADOPTION OF THE MERGER, THE MERGER Y AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, DATE AND SIGN ON THE REVERSE SIDE. ----------- SEE REVERSE SIDE -----------