Exhibit 10.2
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT, dated as of September 22, 1996 (the
"Agreement"), by and between Ultramar Corporation, a Delaware
corporation ("Issuer"), and Diamond Shamrock, Inc., a Delaware
corporation ("Grantee").
RECITALS
A. Issuer and Grantee have entered into an Agreement
and Plan of Merger, dated as of the date hereof (the "Merger
Agreement," capitalized terms not defined herein will have the
meanings set forth in the Merger Agreement), providing for, among
other things, the merger of Grantee with and into Issuer with
Issuer as the surviving corporation in the Merger;
B. As a condition and inducement to Grantee's
willingness to enter into the Merger Agreement and the DSI Stock
Option Agreement, Grantee has requested that Issuer agree, and
Issuer has agreed, to grant Grantee the Option (as defined
below); and
C. As a condition and inducement to Issuer's
willingness to enter into the Merger Agreement and this
Agreement, Issuer has requested that Grantee agree, and Grantee
has agreed, to grant Issuer an option to purchase shares of
Grantee's common stock on substantially the same terms as the
Option;
NOW, THEREFORE, in consideration of the foregoing and
the respective representations, warranties, covenants and
agreements set forth herein Issuer and Grantee agree as follows:
1. Grant of Option. Subject to the terms and
conditions set forth herein, Issuer hereby grants to Grantee an
irrevocable option (the "Option") to purchase up to 8,927,500 (as
adjusted as set forth herein) shares (the "Option Shares") of
Common Stock, par value $0.01 per share ("Issuer Common Stock"),
of Issuer at a purchase price of $27.20 (as adjusted as set forth
herein) per Option Share (the "Purchase Price"); provided,
however, that notwithstanding anything herein to the contrary the
number of Option Shares may not exceed the whole number of shares
(rounded down) equal to (a) $60,000,000 divided by (b) the
difference between (i) the closing price on the NYSE trading day
immediately preceding the Notice Date (as defined below) per
share of Issuer Common Stock as reported on the NYSE Composite
Transaction Tape (or, if not listed on the NYSE, as reported on
any other national securities exchange or national securities
quotation system on which the Issuer Common Stock is listed or
quoted, as reported in the Wall Street Journal (Northeast
edition), or, if not reported thereby, any other authoritative
source) and (ii) the Purchase Price.
2. Exercise of Option. (a) Grantee may exercise the
Option, in whole but not in part, at any one time after the
occurrence of any event as a result of which the Grantee is
entitled to receive the Termination Fee pursuant to Section
5.09(c) of the Merger Agreement (a "Purchase Event"); provided,
however, that (i) except as provided in the last sentence of this
Section 2(a), the Option will terminate and be of no further
force and effect upon the earliest to occur of (A) the Effective
Time, (B) 18 months after the first occurrence of a Purchase
Event, and (C) termination of the Merger Agreement in accordance
with its terms prior to the occurrence of a Purchase Event,
unless the Grantee has the right to receive a Termination Fee
following such termination upon the occurrence of certain events,
in which case the Option will not terminate until the later of
(x) six months following the time such Termination Fee becomes
payable and (y) the expiration of the period in which the Grantee
has such right to receive a Termination fee, and (ii) any
purchase of Option Shares upon exercise of the Option will be
subject to compliance with the HSR Act. Notwithstanding the
termination of the Option, Grantee will be entitled to purchase
the Option Shares if it has exercised the Option in accordance
with the terms hereof prior to the termination of the Option and
the termination of the Option will not affect any rights
hereunder which by their terms do not terminate or expire prior
to or as of such termination.
(b) In the event that Grantee wishes to exercise the
Option, it will send to Issuer a written notice (the date of
which being herein referred to as the "Notice Date") to that
effect which notice also specifies a date not earlier than three
business days nor later than 20 business days from the Notice
Date for the closing of such purchase (the "Option Closing
Date"); provided, however, that (i) if the closing of the
purchase and sale pursuant to the Option (the "Option Closing")
cannot be consummated by reason of any applicable judgment,
decree, order, law or regulation, the period of time that
otherwise would run pursuant to this sentence will run instead
from the date on which such restriction on consummation has
expired or been terminated and (ii) without limiting the
foregoing, if prior notification to or approval of any regulatory
authority is required in connection with such purchase, Grantee
and Issuer will promptly file the required notice or application
for approval and will cooperate in the expeditious filing of such
notice or application, and the period of time that otherwise
would run pursuant to this sentence will run instead from the
date on which, as the case may be, (A) any required notification
period has expired or been terminated or (B) any required
approval has been obtained, and in either event, any requisite
waiting period has expired or been terminated. The place of the
Option Closing will be at the offices of Cravath, Swaine & Moore,
825 Eighth Avenue, New York, New York, and the time of the Option
Closing will be 10:00 a.m. (Eastern Time) on the Option Closing
Date.
3. Payment and Delivery of Certificates. (a) At the
Option Closing, Grantee will pay to Issuer in immediately
available funds by wire transfer to a bank account designated in
writing by Issuer an amount equal to the Purchase Price
multiplied by the number of Option Shares.
(b) At the Option Closing, simultaneously with the
delivery of immediately available funds as provided in Section
3(a), Issuer will deliver to Grantee a certificate or
certificates representing the Option Shares to be purchased at
the Option Closing, which Option Shares will be free and clear of
all liens, claims, charges and encumbrances of any kind
whatsoever. If at the time of issuance of the Option Shares
pursuant to the exercise of the Option hereunder, Issuer shall
not have redeemed the UC Rights, or shall have issued any similar
securities, then each Option Share issued pursuant to such
exercise will also represent a corresponding UC Right or new
rights with terms substantially the same as and at least as
favorable to Grantee as are provided under the UC Rights
Agreement or any similar agreement then in effect.
(c) Certificates for the Option Shares delivered at the
Option Closing will have typed or printed thereon a restrictive
legend which will read substantially as follows:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, AND MAY BE REOFFERED OR SOLD ONLY IF SO
REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO
ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE
STOCK OPTION AGREEMENT, DATED AS OF SEPTEMBER 22, 1996,
A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF
ULTRAMAR CORPORATION AT ITS PRINCIPAL EXECUTIVE
OFFICES."
It is understood and agreed that (i) the reference to
restrictions arising under the Securities Act in the above legend
will be removed by delivery of substitute certificate(s) without
such reference if Grantee has delivered to Issuer a copy of a
letter from the staff of the SEC, or an opinion of counsel in
form and substance reasonably satisfactory to Issuer and its
counsel, to the effect that such legend is not required for
purposes of the Securities Act and (ii) the reference to
restrictions pursuant to this Agreement in the above legend will
be removed by delivery of substitute certificate(s) without such
reference if the Option Shares evidenced by certificate(s)
containing such reference have been sold or transferred in
compliance with the provisions of this Agreement under
circumstances that do not require the retention of such
reference.
4. Representations and Warranties of Issuer. Issuer
hereby represents and warrants to Grantee as follows:
(a) Due Authorization. Issuer has all requisite
corporate power and authority to enter into this Agreement
and to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement by Issuer and the
consummation by Issuer of the transactions contemplated
hereby have been duly authorized by all necessary corporate
action on the part of Issuer. This Agreement has been duly
executed and delivered by Issuer and constitutes a legal,
valid, and binding obligation of Issuer, enforceable against
Issuer in accordance with its terms.
(b) Authorized Stock. Issuer's representations and
warranties in Section 3.02(c) of the Merger Agreement are
incorporated herein by reference. Without limiting the
generality or effect of the foregoing, Issuer has taken all
necessary corporate and other action to authorize and
reserve and, subject to the expiration or termination of any
required waiting period under the HSR Act, to permit it to
issue, and, at all times from the date hereof until the
obligation to deliver Option Shares upon the exercise of the
Option terminates, shall have reserved for issuance, upon
exercise of the Option, shares of Issuer Common Stock
necessary for Grantee to exercise the Option, and Issuer
will take all necessary corporate action to authorize and
reserve for issuance all additional shares of Issuer Common
Stock or other securities which may be issued pursuant to
Section 6 upon exercise of the Option. The shares of Issuer
Common Stock to be issued upon due exercise of the Option,
including all additional shares of Issuer Common Stock or
other securities which may be issuable upon exercise of the
Option or any Substitute Option pursuant to Section 6, upon
issuance pursuant hereto, will be duly and validly issued,
fully paid and nonassessable, and will be delivered free and
clear of all liens, claims, charges and encumbrances of any
kind or nature whatsoever, including without limitation any
preemptive rights of any stockholder of Issuer.
(c) No Conflicts. The execution and delivery of
this Agreement does not, and the consummation of the
transactions contemplated by this Agreement and compliance
with the provisions of this Agreement will not, conflict
with, or result in any violation of, or default (with or
without notice or lapse of time or both) under, or give rise
to a right of termination, cancellation, or acceleration of
any obligation or loss of a material benefit under, or
result in the creation of any Lien upon any of the
properties or assets of Issuer or any of its Significant
Subsidiaries under, (i) the certificate of incorporation or
by-laws of Issuer or the comparable organizational documents
of any Significant Subsidiary of Issuer, (ii) any loan or
credit agreement, note, bond, mortgage, indenture, lease or
other agreement, instrument, permit, concession, franchise,
or license applicable to Issuer or any Significant
Subsidiary of Issuer or their respective properties or
assets, or (iii) subject to the expiration or termination of
any required waiting period under the HSR Act, any judgment,
order, decree, statute, law, ordinance, rule, or regulation
applicable to Issuer or any of its Significant Subsidiaries
or their respective properties or assets, other than, in the
case of clauses (ii) and (iii), any such conflicts,
violations, defaults, rights, losses, or Liens that
individually or in the aggregate would not (x) have a
material adverse effect on Issuer, (y) impair the ability of
Issuer to perform its obligations under this Agreement or
(z) prevent or materially delay the consummation of any of
the transactions contemplated by this Agreement.
(d) State Takeover Statutes. The Board of
Directors of Issuer has approved the terms of this Agreement
and the consummation of the transactions contemplated by
this Agreement for the purposes of Section 203 of the DGCL.
(e) UC Rights Amendment. The UC Rights Agreement
has been amended as set forth in Section 3.02(s) of the
Merger Agreement.
5. Representations and Warranties of Grantee. Grantee
hereby represents and warrants to Issuer that:
(a) Due Authorization. Grantee has all requisite
corporate power and authority to enter into this Agreement
and to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement by Grantee and the
consummation by Grantee of the transactions contemplated
hereby have been duly authorized by all necessary corporate
action on the part of Grantee. This Agreement has been duly
executed and delivered by Grantee and constitutes a legal,
valid, and binding obligation of Grantee, enforceable
against Grantee in accordance with its terms.
(b) No Conflicts. The execution and delivery of
this Agreement does not, and the consummation of the
transactions contemplated by this Agreement and compliance
with the provisions of this Agreement hereby will not,
conflict with or result in any violation of, or default
(with or without notice or lapse of time or both) under, or
give rise to a right of termination, cancellation, or
acceleration of any obligation or loss of a material benefit
under, or result in the creation of any Lien upon any of the
properties or assets of Grantee or any of its Significant
Subsidiaries under, (i) the certificate of incorporation or
by-laws of Grantee or the comparable organizational
documents of any Significant Subsidiary of Grantee, (ii) any
loan or credit agreement, note, bond, mortgage, indenture,
lease or other agreement, instrument, permit, concession,
franchise, or license applicable to Grantee or any
Significant Subsidiary of Grantee or their respective
properties or assets, or (iii) subject to the expiration or
termination of any required waiting period under the HSR
Act, any judgment, order, decree, statute, law, ordinance,
rule, or regulation applicable to Grantee or any of its
Significant Subsidiaries or their respective properties or
assets, other than, in the case of clauses (ii) and (iii),
any such conflicts, violations, defaults, rights, losses, or
Liens that individually or in the aggregate would not (x)
have a material adverse effect on Grantee, (y) impair the
ability of Grantee to perform its obligations under this
Agreement or (z) prevent or materially delay the
consummation of any of the transactions contemplated by this
Agreement.
(c) Purchase Not for Distribution. Any Option
Shares or other securities acquired by Grantee upon exercise
of the Option will not be transferred or otherwise disposed
of except in a transaction registered, or exempt from
registration, under the Securities Act.
6. Adjustment upon Changes in Capitalization, Etc. (a)
In the event of any change in Issuer Common Stock by reason of a
stock dividend, split-up, merger, recapitalization, combination,
exchange of shares, or similar transaction, the type and number
of shares or securities subject to the Option, and the Purchase
Price therefor, will be adjusted appropriately, and proper
provision will be made in the agreements governing such
transaction, so that Grantee will receive upon exercise of the
Option the number and class of shares or other securities or
property that Grantee would have received in respect of Issuer
Common Stock if the Option had been exercised immediately prior
to such event or the record date therefor, as applicable. Subject
to Section 1, and without limiting the parties' relative rights
and obligations under the Merger Agreement, if any additional
shares of Issuer Common Stock are issued after the date of this
Agreement (other than pursuant to an event described in the first
sentence of this Section 6(a)), the number of shares of Issuer
Common Stock subject to the Option will be adjusted so that,
after such issuance, it equals 19.9% of the number of shares of
Issuer Common Stock then issued and outstanding, without giving
effect to any shares subject to or issued pursuant to the Option.
(b) Without limiting the parties' relative rights and
obligations under the Merger Agreement, in the event that Issuer
enters into an agreement (i) to consolidate with or merge into
any person, other than Grantee or one of its subsidiaries, and
Issuer will not be the continuing or surviving corporation in
such consolidation or merger, (ii) to permit any person, other
than Grantee or one of its subsidiaries, to merge into Issuer and
Issuer will be the continuing or surviving corporation, but in
connection with such merger, the shares of Issuer Common Stock
outstanding immediately prior to the consummation of such merger
will be changed into or exchanged for stock or other securities
of Issuer or any other person or cash or any other property, or
the shares of Issuer Common Stock outstanding immediately prior
to the consummation of such merger will, after such merger,
represent less than 50% of the outstanding voting securities of
the merged company, or (iii) to sell or otherwise transfer all or
substantially all of its assets to any person, other than Grantee
or one of its subsidiaries, then, and in each such case, the
agreement governing such transaction will make proper provision
so that the Option will, upon the consummation of any such
transaction and upon the terms and conditions set forth herein,
be converted into, or exchanged for, an option with identical
terms appropriately adjusted to acquire the number and class of
shares or other securities or property that Grantee would have
received in respect of Issuer Common Stock if the Option had been
exercised immediately prior to such consolidation, merger, sale,
or transfer, or the record date therefor, as applicable.
(c) If, prior to the termination of the Option in
accordance with Section 2 or the Notice Date, Issuer enters into
any agreement pursuant to which all outstanding shares of Issuer
Common Stock are to be purchased for, or converted into the right
to receive, cash (a "Transaction"), Issuer covenants that proper
provision will be made in such agreement to provide that, if the
Option shall not theretofore have been exercised, then upon the
closing of the Transaction (which in the case of a Transaction
involving a tender offer will be when shares of Issuer Common
Stock are accepted for payment), Grantee will receive in exchange
for the cancellation of the Option an amount in cash equal to the
Cash Consideration. For purposes of this Agreement, the term
"Cash Consideration" means the lesser of (i) $60,000,000 and (ii)
the number of Option Shares multiplied by the difference between
(A) the amount of cash per share of Issuer Common Stock to be
received by a holder of Issuer Common Stock in such Transaction
and (B) the Purchase Price.
7. Registration Rights. Issuer will, if requested by
Grantee at any time and from time to time within three years of
the exercise of the Option, as expeditiously as possible prepare
and file up to three registration statements under the Securities
Act if such registration is necessary in order to permit the sale
or other disposition of any or all shares of securities that have
been acquired by or are issuable to Grantee upon exercise of the
Option in accordance with the intended method of sale or other
disposition stated by Grantee, including a "shelf" registration
statement under Rule 415 under the Securities Act or any
successor provision, and Issuer will use its best efforts to
qualify such shares or other securities under any applicable
state securities laws. Grantee agrees to use reasonable efforts
to cause, and to cause any underwriters of any sale or other
disposition to cause, any sale or other disposition pursuant to
such registration statement to be effected on a widely
distributed basis so that upon consummation thereof no purchaser
or transferee will own beneficially more than 4.9% of the then-
outstanding voting power of Issuer. Issuer will use reasonable
efforts to cause each such registration statement to become
effective, to obtain all consents or waivers of other parties
which are required therefor, and to keep such registration
statement effective for such period not in excess of 180 calendar
days from the day such registration statement first becomes
effective as may be reasonably necessary to effect such sale or
other disposition. The obligations of Issuer hereunder to file a
registration statement and to maintain its effectiveness may be
suspended for one or more periods of time not exceeding 60
calendar days in the aggregate if the Board of Directors of
Issuer shall have determined that the filing of such registration
statement or the maintenance of its effectiveness would require
disclosure of nonpublic information that would materially and
adversely affect Issuer. Any registration statement prepared and
filed under this Section 7, and any sale covered thereby, will be
at Issuer's expense except for underwriting discounts or
commission, brokers' fees and the fees and disbursements of
Grantee's counsel related thereto. Grantee will provide all
information reasonably requested by Issuer for inclusion in any
registration statement to be filed hereunder. If, during the time
periods referred to in the first sentence of this Section 7,
Issuer effects a registration under the Securities Act of Issuer
Common Stock for its own account or for any other stockholders of
Issuer (other than on Form S-4 or Form S-8, or any successor
form), it will allow Grantee the right to participate in such
registration, and such participation will not affect the
obligation of Issuer to effect demand registration statements for
Grantee under this Section 7; provided that, if the managing
underwriters of such offering advise Issuer in writing that in
their opinion the number of shares of Issuer Common Stock
requested to be included in such registration exceeds the number
which can be sold in such offering, Issuer will include the
shares requested to be included therein by Grantee pro rata with
the shares intended to be included therein by Issuer. In
connection with any registration pursuant to this Section 7,
Issuer and Grantee will provide each other and any underwriter of
the offering with customary representations, warranties,
covenants, indemnification, and contribution in connection with
such registration.
8. Transfers. The Option Shares may not be sold,
assigned, transferred, or otherwise disposed of except (i) in an
underwritten public offering as provided in Section 7 or (ii) to
any purchaser or transferee who would not, to the knowledge of
the Grantee after reasonable inquiry, beneficially owned more
than 4.9% of the then-outstanding voting power of the Issuer.
Nothing herein will limit or affect the right of the Grantee to
transfer or assign this Agreement as provided in Section 11(g).
9. Listing. If Issuer Common Stock or any other
securities to be acquired upon exercise of the Option are then
listed on the NYSE (or any other national securities exchange or
national securities quotation system), Issuer, upon the request
of Grantee, will promptly file an application to list the shares
of Issuer Common Stock or other securities to be acquired upon
exercise of the Option on the NYSE (and any such other national
securities exchange or national securities quotation system) and
will use reasonable efforts to obtain approval of such listing as
promptly as practicable.
10. Loss or Mutilation. Upon receipt by Issuer of
evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Agreement, and (in the case of
loss, theft or destruction) of reasonably satisfactory
indemnification, and upon surrender and cancellation of this
Agreement, if mutilated, Issuer will execute and deliver a new
Agreement of like tenor and date. Any such new Agreement executed
and delivered will constitute an additional contractual
obligation on the part of Issuer, whether or not the Agreement so
lost, stolen, destroyed, or mutilated shall at any time be
enforceable by anyone.
11. Miscellaneous.
(a) Expenses. Except as otherwise provided in the
Merger Agreement, each of the parties hereto will bear and pay
all costs and expenses incurred by it or on its behalf in
connection with the transactions contemplated hereunder,
including fees and expenses of its own financial consultants,
investment bankers, accountants, and counsel.
(b) Amendment. This Agreement may not be amended,
except by an instrument in writing signed on behalf of each of
the parties.
(c) Extension; Waiver. Any agreement on the part of a
party to waive any provision of this Agreement, or to extend the
time for performance, will be valid only if set forth in an
instrument in writing signed on behalf of such party. The failure
of any party to this Agreement to assert any of its rights under
this Agreement or otherwise will not constitute a waiver of such
rights.
(d) Entire Agreement; No Third-Party Beneficiaries.
This Agreement, the Merger Agreement (including the documents and
instruments referred to therein) and the Confidentiality
Agreement (i) constitute the entire agreement, and supersede all
prior agreements and understandings, both written and oral,
between the parties with respect to the subject matter of this
Agreement, and (ii) except as provided in Section 8.06 of the
Merger Agreement, are not intended to confer upon any person
other than the parties any rights or remedies.
(e) Governing Law. This Agreement will be governed by,
and construed in accordance with, the laws of the State of
Delaware, regardless of the laws that might otherwise govern
under applicable principles of conflict of laws thereof.
(f) Notices. All notices, requests, claims, demands,
and other communications under this Agreement must be in writing
and will be deemed given if delivered personally, telecopied
(which is confirmed), or sent by overnight courier (providing
proof of delivery) to the parties at the following addresses (or
at such other address for a party as shall be specified by like
notice):
If to Issuer to:
Ultramar Corporation
Two Pickwick Plaza
Suite 300
Greenwich, Connecticut 06830
Attention: Patrick Guarino, Esq.
Fax: (203) 622-7007
with a copy to:
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
Attention: William P. Rogers, Jr., Esq.
Fax: (212) 474-3700
If to Grantee to:
Diamond Shamrock, Inc.
9830 Colonnade Blvd.
San Antonio, Texas 78230
Attention: Timothy J. Fretthold, Esq.
Fax: (210) 641-8885
with a copy to:
Jones, Day, Reavis & Pogue
599 Lexington Avenue
New York, New York 10022
Attention: Robert A. Profusek, Esq.
Fax: (212) 755-7306
(g) Assignment. Subject to the third sentence of this
Section 11(g), neither this Agreement nor any of the rights,
interests, or obligations under this Agreement may be assigned or
delegated, in whole or in part, by operation of law or otherwise,
by Issuer or Grantee without the prior written consent of the
other. Any assignment or delegation in violation of the preceding
sentence will be void. Notwithstanding the foregoing, at any time
after the Option becomes exercisable, this Agreement, together
with any rights, interests, or obligations of Grantee hereunder,
may be transferred or assigned in its entirety by Grantee without
the consent of or any action by Issuer upon notice by Grantee to
Issuer as herein provided. Subject to the first and second
sentences of this Section 11(g), this Agreement will be binding
upon, inure to the benefit of, and be enforceable by, the parties
and their respective successors and assigns.
(h) Further Assurances. In the event of any exercise of
the Option by Grantee, Issuer and Grantee will execute and
deliver all other documents and instruments and take all other
Section that may be reasonably necessary in order to consummate
the transactions provided for by such exercise.
(i) Enforcement. The parties agree that irreparable
damage would occur and that the parties would not have any
adequate remedy at law in the event that any of the provisions of
this Agreement were not performed in accordance with their
specific terms or were otherwise breached. It is accordingly
agreed that the parties will be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce
specifically the terms and provisions of this Agreement in any
federal court located in the State of Delaware or in Delaware
state court, the foregoing being in addition to any other remedy
to which they are entitled at law or in equity. In addition, each
of the parties hereto (i) consents to submit itself to the
personal jurisdiction of any federal court located in the State
of Delaware or any Delaware state court in the event any dispute
arises out of this Agreement or any of the transactions
contemplated by this Agreement, (ii) agrees that it will not
attempt to deny or defeat such personal jurisdiction by motion or
other request for leave from any such court, and (iii) agrees
that it will not bring any action relating to this Agreement or
any of the transactions contemplated by this Agreement in any
court other than a federal court sitting in the State of Delaware
or a Delaware state court.
IN WITNESS WHEREOF, Issuer and Grantee have caused this
Agreement to be signed by their respective officers thereunto
duly authorized as of the day and year first written above.
ULTRAMAR CORPORATION
By: /s/ Jean Gaulin
------------------------------
Jean Gaulin
Chairman of the Board and
Chief Executive Officer
DIAMOND SHAMROCK, INC.
By: /s/ Roger R. Hemminghaus
------------------------------
Roger R. Hemminghaus
Chairman of the Board,
Chief Executive Officer and
President