Exhibit 10.5
AMENDMENT TO DIAMOND SHAMROCK, INC.
SUPPLEMENTAL DEATH BENEFIT AGREEMENT
Diamond Shamrock, Inc., a Delaware corporation, pursuant to
authority granted by its Board of Directors, hereby adopts the
following amendment to its Supplemental Death Benefit Agreement
(the "Agreement").
1. New Section 7 is added as follows and the former Section 7 is
re-numbered Section 8:
7. BENEFIT REVIEW COMMITTEE; DIALOGUE.
(a) The President, Chairman of the Board and Chief Executive
Officer of the Company shall appoint a Benefit Review
Committee consisting of not less than three nor more than five
persons, having the administrative responsibilities and
discretionary authority described in this Section 7. The
Benefit Review Committee has full power and authority to
construe the Plan and determine all questions of eligibility
and interpretation under the Plan. The determinations of the
Benefit Review Committee shall be final and binding, subject
only to Subsection (b), below.
(b) The Plan and any claims arising from the Plan or in any
way related to the Plan, are subject to and governed by the
Diamond Shamrock, Inc. Dialogue Dispute Resolution Program
("Dialogue"). If a claim has been has been appealed from the
administrator to the Benefit Review Committee and the claimant
desires to appeal the decision of the Benefit Review
Committee, such appeal must be conducted solely within the
limitations and procedures of Dialogue.
The foregoing amendments shall be effective as of May 7, 1996.
Executed this 22nd day of July, 1996.
DIAMOND SHAMROCK, INC.
By: /s/ XXXXXXX X. XXXXXX
Xxxxxxx X. Xxxxxx
Executive Vice President
W3136.LW
