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                                                                   EXHIBIT 10.56


                     ULTRAMAR DIAMOND SHAMROCK CORPORATION
                       NON-EMPLOYEE DIRECTOR EQUITY PLAN
                      As amended effective January 1, 2000

  1. Purpose; Definitions. The purposes of the Plan is to promote the long-term
success of the Company by providing the non-employee directors of the Company,
its subsidiaries and its affiliates with incentives to continue their
association with the Company and view the Company from a stockholder's
perspective. To accomplish such purpose, the Plan provides that the Company
shall grant Options and Restricted Shares.

  Whenever the following terms are used in the Plan, they shall have the
meaning specified below unless the context clearly indicates to the contrary.

  "Annual Meeting" shall mean an annual meeting of the stockholders of the
Company.

  "Board" shall mean the Board of Directors of the Company.

  "Change in Control" shall have the meaning set forth in Section 6.

  "Committee" shall mean the Compensation Committee of the Board appointed as
provided in Section 2.1.

  "Company" shall mean Ultramar Diamond Shamrock Corporation, a Delaware
corporation, and any successor corporation.

  "Effective Date" shall have the meaning set forth in Section 8.1.

  "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

  "Fair Market Value" of a Share as of a given date shall mean (a) the closing
sale price per Share as reported on the principal exchange on which Shares are
then trading, if any, on such date, or if there are no sales on such date, on
the next preceding trading day during which a sale occurred, or (b) if clause
(a) does not apply, the fair market value of the Share as determined by the
Committee from time to time in good faith.

  "Merger" shall have the meaning set forth in Section 8.1.

  "Option" shall mean an option to purchase Shares granted pursuant to Section
5.

  "Participant" shall mean a non-employee director of the Company to whom an
award is granted under the Plan.

  "Plan" shall mean this Ultramar Diamond Shamrock Corporation Non-Employee
Director Equity Plan, as amended effective January 1, 2000 and from time to
time thereafter.

  "Restricted Shares" shall mean Shares that are awarded to a Participant that
are subject to the restrictions described in Section 4.

  "Restricted Share Amount" shall mean the dollar amount of the annual retainer
to be paid in Restricted Shares to a Participant.

  "Rule 16b-3" shall mean Rule 16b-3 adopted by the Securities and Exchange
Commission under the Exchange Act.

  "Securities Act" shall mean the Securities Act of 1933, as amended.

  "Share" shall mean a share of the Company's Common Stock, $.01 par value.
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2. Administration

  2.1 Compensation Committee. The Plan shall be administered by the Committee,
which shall consist of two or more individuals appointed by the Board and
holding office at the pleasure of the Board. All Committee members shall be
members of the Board, and must be "Non-Employee Directors," as such term is
defined in Rule 16b-3, if and as such Rule is in effect. Appointment of
Committee members shall be effective on acceptance of appointment. Committee
members may resign at any time by delivering written notice to the Board.
Vacancies in the Committee shall be filled by the Board.

  2.2 Duties and Powers of Committee. It shall be the duty of the Committee to
conduct the general administration of the Plan in accordance with its terms and
provisions. The Committee shall have the power to interpret the Plan and to
adopt such rules for the administration, interpretation and application of the
Plan as are consistent therewith and to interpret, amend or revoke any such
rules. All actions taken and all interpretations and determinations made by the
Committee shall be binding upon all affected persons. The Committee may
delegate ministerial decisions, including, without limitation, the calculation
of amounts to be included in particular awards, to any officer of the Company.

  2.3 Majority Rule. The Committee shall act by a majority of its members in
office. The Committee may act either by vote at a telephonic or other meeting
or by a memorandum or other written instrument signed by a majority of the
Committee.

  2.4 Compensation; Professional Assistance; Good Faith Actions. Members of the
Committee shall receive such compensation for their services as members as may
be determined by the Board. All expenses and liabilities incurred by members of
the Committee in connection with the administration of the Plan shall be borne
by the Company. The Committee may, with the approval of the Board, employ
attorneys, consultants, accountants, appraisers or other persons. The
Committee, the Company and its officers and directors shall be entitled to rely
upon the advice, opinions or valuations of any such persons. No member of the
Committee shall be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan or the awards
hereunder, and all members of the Committee shall be fully protected by the
Company in respect to any such action, determination or interpretation.

3. Shares Subject to the Plan.

  3.1 Total Shares Reserved. Subject to adjustment pursuant to Section 3.3, the
total number of Shares that are issued or transferred under the Plan, as
amended, shall not in the aggregate exceed 350,000 Shares. Such Shares may be
treasury Shares or Shares of original issue or a combination of the foregoing.

  3.2 Reissuance of Certain Shares. If the term of an Option expires with all
or a portion of such Option unexercised, any Shares that were covered by the
unexercised portion of such Option shall again be available for issuance or
transfer hereunder. Upon full or partial payment of the exercise price of any
Option by transfer to the Company of Shares, there shall be deemed to have been
issued or transferred under this Plan only the net number of Shares actually
issued or transferred by the Company determined by subtracting the number of
Shares so transferred or relinquished. If Restricted Shares are forfeited, the
corresponding Shares shall again be available for issuance or transfer
hereunder.

  3.3 Changes in Company's Shares. In the event of any stock dividend,
extraordinary cash dividend, recapitalization, reorganization, merger,
consolidation, split-up, spin-off, combination, exchange of shares, warrants or
rights offering to purchase Shares at a price substantially below fair market
value, or other similar corporate event that affects the Restricted Shares or
the Options such that an adjustment is required in order to preserve the
benefits of potential benefits intended to be made available under this Plan,
then the Committee shall, in such manner as the Committee may deem equitable,
adjust any or all of (i) the number and kind of shares which thereafter may be
granted or optioned and sold in the aggregate or to any non-employee director,
(ii) the number and kind of shares subject to outstanding Options and
Restricted Shares, and (iii) the grant,
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exercise or conversion price with respect to any of the foregoing and/or, if
deemed appropriate, make provision for a cash payment to a non-employee
director; provided, however, that the number of Shares subject to any Option or
Restricted Shares will always be a whole number.

4. Restricted Shares.

  4.1 Award of Restricted Shares.

    (i) Grant of Restricted Shares. Subject to Section 4.1(iii), effective
  January 1, 2000, each non-employee director elected to the Board shall be
  granted Restricted Shares on the date of his or her election to the Board.
  Such Restricted Shares shall be in lieu of at least $25,000.00 of the non-
  employee director's annual retainer, without regard to amounts paid as
  committee or meeting fees, to which he or she would otherwise be entitled
  during the five years following the date of grant; provided however, that
  if a non-employee director is elected to the Board on a date other than the
  date of an Annual Meeting, such non-employee director's grant of Restricted
  Shares will respect to the amount of his or her first year's annual
  retainer shall be prorated to reflect his or her partial year of Board
  membership. The non-employee director shall indicate the applicable
  Restricted Share Amount by an election in writing made prior to the
  commencement of the relevant period of service or prior to the initial
  grant made pursuant to Section 4.1(iii), as the case may be.

    (ii) Additional Grants. Each non-employee director shall be granted
  additional Restricted Shares on the date of the fifth Annual Meeting that
  follows the initial date of grant of Restricted Shares made pursuant to
  this Section, and on each succeeding fifth Annual Meeting thereafter.

    (iii) Initial Grant of Restricted Shares Under the Plan. The initial
  grant of Restricted Shares under this Plan shall be made on the Effective
  Date to each individual serving as a non-employee director of the Company
  as of the close of the Effective Date. Such grant shall be determined as if
  the non-employee director had first been elected to the Board on such date,
  without regard to whether or not the director was so elected.

    (iv) Written Agreement. Each grant of Restricted Shares shall be
  evidenced by a written agreement in such form as approved by the Committee,
  and shall be subject to the additional terms and conditions set forth in
  this Section 4.

  4.2 Increase in Annual Retainer. Any increase in annual retainer fees paid to
a non-employee director by the Company shall be reflected in an additional
grant for the balance of the vesting period remaining on such non-employee
director's outstanding grant made pursuant to this Section. The number of
Restricted Shares to be included in such grant and the vesting of such
Restricted Shares shall be determined in a manner consistent with the
provisions of Sections 4.1 and 4.4.

  4.3 Calculation of Award of Restricted Shares. The total number of Restricted
Shares included in each grant shall be equal to: (i) the Restricted Share
Amount of the non-employee director's annual retainer for the five-year period
(or pro-rated period pursuant to Section 4.1), (ii) with the amount in clause
(i) divided by the Fair Market Value per Share on the date of grant of the
Restricted Shares, and (iii) with the result in clause (ii) rounded up to the
next whole number of Restricted Shares.

  4.4 Lapse of Restrictions. Restricted Shares shall be forfeited or become
nonforfeitable on the following basis.

    (i) One-fifth (20%) of the Restricted Shares subject to each grant shall
  become transferable and nonforfeitable as of the first Annual Meeting
  following the date of such grant. An additional one-fifth (20%) shall
  become transferable and nonforfeitable as of the next four Annual Meetings
  following the date of grant. If Restricted Shares are granted pursuant to
  Section 4.2, those Restricted Shares shall vest, become transferable and
  non-forfeitable over the balance of the vesting period remaining on such
  non-employee director's outstanding grant. If a non-employee director is
  elected to the Board on a date other
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  than the date of an Annual Meeting, the number of Restricted Shares that
  become transferable and nonforfeitable on the date of the Annual Meeting
  following the date of such election shall be equal to the prorated number
  of Restricted Shares granted with respect to the partial year of service as
  a member of the Board for the period ending on the date of the Annual
  Meeting that immediately follows the date of election; the remaining
  Restricted Shares in the grant shall become transferable and nonforfeitable
  ratably over the remainder of the vesting period of the grant as of each
  succeeding Annual Meeting. A grant made pursuant to Section 4.1(iii) shall
  be treated for purposes of this Section 4.4 as if the non-employee director
  had first been elected to the Board on the date of such grant, without
  regard to whether or not the director was so elected.

    (ii) Upon termination of service as a non-employee director, (a) if
  termination occurs other than as of an Annual Meeting, the number of
  Restricted Shares that would have become vested and nonforfeitable at the
  Annual Meeting that immediately follows such termination shall be reduced
  ratably to reflect the number of months during which the non-employee
  director was serving as a Board member during the period commencing on the
  date of the immediately preceding Annual Meeting, and (b) any balance of
  the Restricted Shares shall be forfeited.

  4.5 Terms and Conditions of Awards of Restricted Shares.

    (i) Rights as Stockholder. Each award of Restricted Shares shall
  constitute a transfer of the ownership of Shares to the non-employee
  director in consideration of the performance of services, entitling such
  non-employee director to voting, dividend and other ownership rights, but
  subject to the forfeiture and transfer restrictions provided in this
  Section and in Section 8.1. No additional consideration shall be due in
  connection with any such award.

    (ii) Transfer Restrictions. Restricted Shares that have not yet become
  non-forfeitable may not be sold, transferred (including, without
  limitation, transfer by gift or donation), pledged or encumbered prior to
  the date, if any, on which they become nonforfeitable and shall bear
  appropriate legends.

    (iii) Additional Securities. Any new or additional Shares or other
  securities to which a non-employee director, by virtue of awards of
  Restricted Shares hereunder, becomes entitled due to a stock dividend,
  stock split, recapitalization, merger or other event shall be subject to
  all terms and conditions of the Plan, including this Section.

5. Options.

  5.1 Grant of Options.

    (i) Number of Shares Subject to Grant. Each Option shall be with respect
  to 2,000 Shares effective January 1, 2000.

    (ii) Grant Dates. An Option shall be granted on the date of each Annual
  Meeting after 1999 to each individual serving as a non-employee director of
  the Company as of the close of such Annual Meeting.

    (iii) Initial grant of Options Under the Plan. The initial grant of
  Options under this Plan shall be made (a) on the Effective Date to each
  individual serving as a non-employee director of the Company as of the
  close of the Effective Date, and (b) with respect to a non-employee
  director not described in clause (a) who is initially elected to the Board
  prior to the 2000 Annual Meeting of the Company, on the date of the 2000
  Annual Meeting of the Company.

    (iv) Written Agreement. Each grant of Options shall be evidenced by a
  written agreement in such form as approved by the Committee and shall be
  subject to the additional terms and conditions set forth in this Section.
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  5.2 Terms and Exercise Options.

    (i) Exercisability of Options. Except as provided in Section 5.2(iii)
  below, 100% of the Option shall become exercisable (a) at the Annual
  Meeting following the date of grant, or (b) in the case of an Option
  granted pursuant to Section 5.1(iii)(a), on the first anniversary of the
  date of grant.

    (ii) Term. An Option shall expire ten years from the date the Option is
  granted and shall be subject to earlier termination as hereinafter
  provided. Once an Option becomes exercisable, it may thereafter be
  exercised, wholly or in part, at any time prior to its expiration or
  termination. In the event of the non-employee director's termination from
  service on the Board, other than as provided in Section 5.2(iii), an
  outstanding Option may be exercised only to the extent it was exercisable
  on the date of such termination and shall expire five years after such
  termination, or on its stated expiration date, whichever occurs first.

    (iii) Early Vesting. Upon the occurrence of any of the following events,
  the Option shall become immediately and fully exercisable:

      (a) the death of the non-employee director;

      (b) the disability of the non-employee director; or

      (c) a Change in Control.

  Upon the retirement of the non-employee director from the Board after
  attaining age 70, the Option shall become immediately and fully exercisable
  in proportion to the director's actual period of service during the vesting
  period of the Option.

  5.3 Exercise Price. The exercise price of an Option granted to a non-employee
director shall be equal to the Fair Market Value per Share on the date of
grant.

  5.4 Payment. An Option may be exercised by a non-employee director only upon
payment to the Company in full of the exercise price of the Option
corresponding to the portion of the Option to be exercised. Such payment shall
be made in cash or in Shares previously owned by the non-employee director for
more than six months, or in a combination of cash and such Shares.

  6. Change in Control. For purposes of this Plan, a "Change in Control" shall
be deemed to occur upon the occurrence of any of the following events:

  6.1 The Company is merged, consolidated or reorganized into or with another
corporation or other legal person, and as a result of such merger,
consolidation or reorganization, less than 50% of the combined voting power of
the then-outstanding securities of such corporation or person immediately after
such transactions is held in the aggregate by the holders of Voting Stock (as
that term is hereafter defined) of the company immediately prior to such
transaction;

  6.2 The Company sells or otherwise transfers all or substantially all of its
assets to any other corporation or other legal person, and as a result of such
sale or transfer, less than 50% of the combined voting power of the the-
outstanding voting securities of such corporation or person are held in the
aggregate by the holder of Voting Stock of the Company immediately prior to
such sale;

  6.3 There is a report filed on Schedule 13D or Schedule 14D-1 (or any
successor schedule, form or report), each as promulgated pursuant to the
Exchange Act, disclosing that any person (as the term "person" is used in
Section 13(d)(3) or Section 14(d)(2) o the Exchange Act) has become the
beneficial owner (as the term "beneficial owner" is defined under Rule 13d-3 or
any successor rule or regulation promulgated under the Exchange Act) of
securities representing 20% or more of the combined voting power of the then-
outstanding securities of the Company entitled to vote generally in the
election of Directors of the Company ("Voting Stock");

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  6.4 The Company files a report or proxy statement with the Securities and
Exchange Commission pursuant to the Exchange Act disclosing in response to Form
8-K or Schedule 14A (or any successor schedule, form or report or item therein)
that a change in control of the Company has or may have occurred or will or may
occur in the future pursuant to any then-existing contract or transaction; or

  6.5 If during the period of two consecutive years individuals who at the
beginning of any such period constitute the directors of the Company cease for
any reason to constitute at least a majority thereof unless the election, or
the nomination for election by the Company's shareholders, of each director of
the Company first elected during such period was approved by a vote of at least
two-thirds of the directors of the Company then still in office who were
directors of the Company at the beginning of any such period (excluding for
this purpose the election of any new director in connection with an actual or
threatened election or proxy contest).

  Notwithstanding the foregoing provisions of Section 6.3 or 6.4 hereof, a
"Change in Control" shall not be deemed to have occurred for purposes of this
Plan solely because the Company, an entity in which the Company directly or
beneficially owns 50% or more of the voting securities of such entity, any
Company-sponsored employee stock ownership plan or any other employee benefit
plan of the Company either files or becomes obligated to file a report or a
proxy statement under or in response to Schedule 13D, Schedule 14D-1, Form 8-K
or Schedule 14A (or any successor schedule, form or report or item therein)
under the Exchange Act, disclosing beneficial ownership by it of shares of
voting securities of the Company, whether in excess of 20% or otherwise, or
because the Company reports that a change in control of the Company has or may
have occurred or will or may occur in the future by reason of such beneficial
ownership. Notwithstanding the foregoing provisions of this Section, the merger
shall not constitute a Change in Control.

  7. Stock Ownership Guidelines. It is recommended that each non-employee
director own Shares with a Fair Market Value of not less than 300% of the non-
employee director's annual retainer (without regard to amounts paid as
committee or meeting fees). It is further recommended that each non-employee
director attain such level of ownership of Shares not later than the third
anniversary of his or her initial election to the Board (or of the Effective
Date, in the case of an individual serving as a non-employee director at the
close of the Effective Date), and maintain such level of stock ownership
thereafter while serving as a non-employee director of Company. For purposes of
applying the foregoing guidelines, a non-employee director shall be considered
as owning: (i) Shares personally or beneficially held; (ii) Shares held in a
Company-sponsored program; and (iii) Restricted Shares.

8. Miscellaneous

  8.1 Effective Date. The Plan shall become effective (the "Effective Date") as
of January 1, 2000 subject to approval of the Plan by the stockholders of the
Company at the next annual stockholders meeting and shall continue in effect
until the tenth anniversary of such approval. Any award made under the Plan
shall be null and void and of no effect and any distributions theretofore made
with respect to Restricted Shares shall be forfeited if the Plan is not so
approved.

  8.2 Amendment, Suspension or Termination of the Plan. This Plan may be wholly
or partially amended or otherwise modified, suspended or terminated at any time
or from time to time by the Board. An amendment to the Plan shall become
effective the date ratified by the Board; provided, however, that except as
provided in Section 3.3, no such amendment shall, without the further approval
of the stockholders of the Company, (a) increase the maximum number of Shares
specified in Section 3.1, (b) reprice previously issued stock options (other
than in connection one of the events described in Section 3.3) or (c) make such
other change as may require stockholder approval under the rules of any
exchange on which Shares are traded. Neither the amendment, suspension nor
termination of the Plan shall, without the consent of the Participant alter or
impair any rights or obligations under any award therefore granted. No awards
may be granted under the Plan during any period of suspension nor after
termination of the Plan, and in no event may any awards be granted under
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the Plan after ten years from the date the Plan, or the Plan as amended from
time to time, is approved by stockholders.

  8.3 Transferability.

    (i)   No Option shall be assignable or transferable except by will or the
  laws of descent and distribution, and no right or interest of any
  Participant shall be subject to any lien, obligation or liability of the
  Participant.

    (ii)  Notwithstanding the provisions of Section 8.3(a), an Option shall be
  transferable by a non-employee director, without payment of consideration
  therefor by the transferee, to any one or more members of the non-employee
  director's Immediate Family (or to one or more trusts established solely
  for the benefit of one or more members of the non-employee director's
  Immediate Family or to one or more partnerships in which the only partners
  are members of the non-employee director's Immediate Family); provided,
  however, that (i) no such transfer shall be effective unless reasonable
  prior notice thereof is delivered to the Company and such transfer is
  thereafter effected in accordance with any terms and conditions that shall
  have been made applicable thereto by the Company or the Board and (ii) any
  such transferee shall be subject to the same terms and conditions hereunder
  as the non-employee director. For this purpose, "Immediate Family" has the
  meaning ascribed thereto in General Instruction A to Form S-8 under the
  Exchange Act (or any successor provision to the same effect) as in effect
  from time to time.

  8.4 Effect on Other Compensation. The adoption and implementation of the Plan
shall not in any way limit the authority of the Company to make other awards of
Shares or rights related to Shares to its non-employee directors or other
persons on terms that are similar or dissimilar to those of the Plan.

  8.5 Regulations and Other Approvals; Governing Law.

    (i)   The obligation of the Company to sell or deliver Shares with respect
  to any award granted under the Plan shall be subject to all applicable
  laws, rules and regulations, including all applicable federal and sate
  securities laws, and the obtaining of all such approvals by governmental
  agencies as may be deemed necessary or appropriate by the Committee.

    (ii)  The Committee may make such changes as may be necessary or
  appropriate to comply with the rules and regulations of any government
  authority.

    (iii) Each award under the Plan is subject to the requirement that, if at
  any time the Committee determines, in its sole discretion, that the
  listing, registration or qualification of Shares issuable pursuant to the
  Plan is required by any securities exchange or under any state or federal
  law, or the consent or approval of any governmental regulatory body is
  necessary or desirable as a condition of, or in connection with, the grant
  of an Option or the issuance off Shares, no Options shall be granted or
  payment made or Shares issues, in whole or in part, unless listing,
  registration, qualification, consent or approval has been effected or
  obtained free of any conditions as acceptable to the Committee.

    (iv)  In the event that the disposition of Shares acquired pursuant to the
  Plan is not covered by a then current registration statement under the
  Securities Act, and is not otherwise exempt from such registration, such
  Shares shall be restricted against transfer to the extent required by the
  Securities Act or regulations thereunder, and the Committee may require any
  individual receiving Shares pursuant to the Plan, as condition precedent to
  receipt of such Shares, to represent to the Company in writing that the
  Shares acquired by such individual are acquired for investment only and not
  with a view to distribution. The certificate for any Shares acquired
  pursuant to the Plan shall include any legend that the Committee deems
  appropriate to reflect any restrictions on transfer.

  8.6 Governing Law. The Plan and the rights of all person claiming hereunder
will be construed and determined in accordance with the laws o the State of
Delaware without giving effect to the choice of law principles thereof.
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  8.7 Right to Continued Service. Nothing contained herein shall be construed
to confer upon any non-employee director the right to continue to serve as a
director of the Company or in any other capacity.

  8.8 Titles; Construction. Titles are provided herein for convenience only and
are not to serve as a basis for interpretation or construction of the Plan. The
masculine pronoun shall include the feminine and neuter and the singular shall
include the plural, when the context so indicates. Any reference to a section
other than to a section of the Plan) shall also include a successor to such
section.