Ultramar Diamond Shamrock Corp Watch

from 10-Q ~5 pages General Release of All Claims

from 10-Q ~10 pages First Amendment to Employment Agreement

from 10-K ~5 pages “Lien” Means Any Security Interest, Mortgage, Pledge, Encumbrance, Lien, Charge, Option, Adverse Claim or Restriction of Any Kind, Including, but Not Limited To, Any Restriction on the Use, Voting, Transfer, Receipt of Income or Other Exercise of Any Attributes of Ownership. “Option” Means Any Option, Warrant, Call, Convertible or Exchangeable Security, Subscription, Claim, Unsatisfied Preemptive Right, Commitment, Other Agreement or Right of Similar Nature

from 10-K ~20 pages Article 1 Purchase of the Stock

from 10-K ~10 pages 1. the Version of Section 2(a) (Defining “Average Monthly Compensation”) Which Applies to Any Employee Who Was Designated a Participant in the Plan on or After December 5, 1995 Shall Similarly Apply to Each Employee Who (I) Was Designated a Participant in the Plan Prior to December 5, 1995 and (II) Remains Employed by Ultramar Diamond Shamrock Corporation on the Date Set Forth Above

from 10-K ~20 pages Employment Agreement This Employment Agreement (The “Agreement”), Dated as of August 1, 2000 (The “Effective Date”), but Effective as Provided Herein, Is Made and Entered Into by and Between Ultramar Diamond Shamrock Corporation, a Delaware Corporation (The “Company”), and Robert S. Shapard (The “Executive”). Whereas, the Executive Is Serving as Executive Vice President and Chief Financial Officer of the Company; and Whereas, the Company Considers It in the Best Interests of Its Stockholders to Foster the Continued Employment of Certain Key Management Personnel; and Whereas, the Company Recognizes That, as Is the Case for Most Publicly Held Companies, the Possibility of a Change in Control (As Defined Herein) Exists; and Whereas, the Company Wishes to Assure Itself of Both Present and Future Continuation of Management in the Event of a Change in Control; and Whereas, the Company Wishes to Continue to Employ the Executive and the Executive Is Willing to Continue to Render Services, Both on the Terms and Subject to the Conditions Set Forth in This Agreement. Now, Therefore, in Consideration of the Promises and of the Mutual Covenants Herein Contained, It Is Agreed as Follows: 1. Employment

from 10-K ~5 pages First Amendment to Employment Agreement Christopher Havens (“Executive”) and Ultramar Diamond Shamrock Corporation, a Delaware Corporation (The “Company”), Hereby Enter Into This First Amendment to the Employment Agreement Between Executive and the Company, Dated as of November 27, 1996, and Effective as of December 3, 1996 (The “Agreement”). Whereas, the Executive Serves as Executive Vice President, Marketing and Retail Operations, of the Company; and Whereas, the Executive and the Company Entered Into the Agreement as of the Date Stated Above; and Whereas, Section 12.8 of the Agreement Provides That It May Be Amended Only by an Instrument in Writing Approved by the Company and Signed by the Executive and the Company; and Whereas, the Company Considers It in the Best Interests of Its Stockholders to Foster the Continuous Employment of Certain Key Management Personnel; and Whereas, the Company Wishes to Amend the Agreement to Add Certain Provisions Approved by the Compensation Committee of the Board of Directors of the Company at a Meeting Held on May 1, 2000. Now, Therefore, in Consideration of the Promises and Mutual Covenants Contained Herein and in the Agreement, It Is Agreed That, Effective as of May 1, 2000, the Agreement Shall Be Amended as Follows: I. a New Final Sentence Is Added to Section 4.2 of the Agreement as Follows

from 10-K ~5 pages Second Amendment to Employment Agreement William R. Klesse (“Executive”) and Ultramar Diamond Shamrock Corporation, a Delaware Corporation (The “Company”), Hereby Enter Into This Second Amendment to Employment Agreement Between Executive and the Company and Dated October 23, 1996, and Effective as of December 3, 1996 (The “Employment Agreement”), as Amended. Whereas the Executive and the Company Entered Into the Employment Agreement as of the Date Stated Above; and Whereas Section 12.8 of the Employment Agreement Provides That It May Be Amended Only by an Instrument in Writing Approved by the Company and Signed by the Executive and the Company; and Whereas the Company and Executive Wish to Amend the Employment Agreement to Add Certain Provisions Approved by the Compensation Committee of the Board of Directors of the Company Effective as of September 6, 2000. Now, Therefore, in Consideration of the Promises and Mutual Covenants Contained Herein and in the Employment Agreement, It Is Agreed That, Effective as of September 6, 2000, the Employment Agreement Is Amended as Follows: I. the First Sentence of Section 2.1 Is Deleted and the Following Is Substituted for It

from 10-K ~20 pages First Amendment to Employment Agreement William R. Klesse (“Executive”) and Ultramar Diamond Shamrock Corporation, a Delaware Corporation (The “Company”), Hereby Enter Into This First Amendment to the Employment Agreement Between Executive and the Company, Dated as of October 23, 1996, and Effective as of December 3, 1996 (The “Agreement”). Whereas, the Executive Serves as Executive Vice President, Operations, of the Company; and Whereas, the Executive and the Company Entered Into the Agreement as of the Date Stated Above; and Whereas, Section 12.8 of the Agreement Provides That It May Be Amended Only by an Instrument in Writing Approved by the Company and Signed by the Executive and the Company; and Whereas, the Company Considers It in the Best Interests of Its Stockholders to Foster the Continued Employment of Certain Key Management Personnel; and Whereas, the Company Wishes to Amend the Agreement to Add Certain Provisions Approved by the Compensation Committee of the Board of Directors of the Company at a Meeting Held on May 1, 2000. Now, Therefore, in Consideration of the Promises and Mutual Covenants Contained Herein and in the Agreement, It Is Agreed That, Effective as of May 1, 2000, the Agreement Shall Be Amended as Follows: I. a New Final Sentence Is Added to Section 4.2 of the Agreement as Follows

from 10-K ~10 pages Amendment to Ultramar Corporation Supplemental Executive Retirement Plan Ultramar Diamond Shamrock Corporation, a Delaware Corporation, Pursuant to Authority Granted by Its Board of Directors, Hereby Adopts the Following Amendments to the Ultramar Corporation Supplemental Executive Retirement Plan. Such Amendments Shall Be Effective as of May 1, 2000, Subject to Such Further Limitations and Restrictions as Are Set Forth Below. 1. the First Sentence of Section 4.1(c) (Defining “Average Annual Compensation”) Is Amended and Restated in Its Entirety, Effective for Any Person Who Remains Employed by Ultramar Diamond Shamrock Corporation on the Date Set Forth Above, as Follows

from 10-Q ~5 pages Second Amendment to Employment Agreement

from 10-Q ~5 pages Second Amendment to Employment Agreement

from 10-Q 1 page Amendment to Disability Benefit Agreement

from 10-Q ~5 pages First Amendment to Employment Agreement

from 10-Q ~20 pages Employment Agreement

from 10-Q ~10 pages Form of Amend, to Diamond Shamrock Retirement Plan

from 10-Q ~5 pages Form of Amendment to Suppl. Exec. Retirement Plan

from 10-Q ~10 pages Restricted Stock Award Agreement

from 10-Q ~10 pages Restricted Stock Plan

from 10-K ~20 pages Employee Benefits Trust Agreement