EXHIBIT 24.1
PENNZOIL-QUAKER STATE COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL-QUAKER STATE COMPANY, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement on Form S-4, including a prospectus, with such amendment
or amendments thereto, whether pre-effective or post-effective, in each case as
may be necessary or appropriate, together with any and all exhibits and other
documents having relation thereto (collectively, the "Registration Statement"),
in connection with the Company's proposal to offer to exchange up to
$350,000,000 aggregate principal amount of notes registered under the Act for a
like aggregate principal amount of outstanding notes;
NOW, THEREFORE, the undersigned in his capacity as a director or officer,
or both, as the case may be, of the Company, does hereby appoint THOMAS P.
KELLAGHER, JAMES J. POSTL and JAMES W. SHADDIX, and each of them severally, his
true and lawful attorney with power to act with or without the others and with
full power of substitution and resubstitution, to execute in his name, place and
stead, in his capacity as a director or officer or both, as the case may be, of
the Company, the Registration Statement and any and all amendments, supplements
or appendices thereto as said attorneys or any of them shall deem necessary or
incidental in connection therewith, and to file the same or cause the same to be
filed with the Commission. Each of said attorneys shall have full power and
authority to do and perform in the name and on behalf of the undersigned, in any
and all capacities, every act whatsoever necessary desirable to be done to the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument on this
19th day of March, 2002.
/s/ H. John Greeniaus
H. John Greeniaus
PENNZOIL-QUAKER STATE COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL-QUAKER STATE COMPANY, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement on Form S-4, including a prospectus, with such amendment
or amendments thereto, whether pre-effective or post-effective, in each case as
may be necessary or appropriate, together with any and all exhibits and other
documents having relation thereto (collectively, the "Registration Statement"),
in connection with the Company's proposal to offer to exchange up to
$350,000,000 aggregate principal amount of notes registered under the Act for a
like aggregate principal amount of outstanding notes;
NOW, THEREFORE, the undersigned in his capacity as a director or officer,
or both, as the case may be, of the Company, does hereby appoint THOMAS P.
KELLAGHER, JAMES J. POSTL and JAMES W. SHADDIX, and each of them severally, his
true and lawful attorney with power to act with or without the others and with
full power of substitution and resubstitution, to execute in his name, place and
stead, in his capacity as a director or officer or both, as the case may be, of
the Company, the Registration Statement and any and all amendments, supplements
or appendices thereto as said attorneys or any of them shall deem necessary or
incidental in connection therewith, and to file the same or cause the same to be
filed with the Commission. Each of said attorneys shall have full power and
authority to do and perform in the name and on behalf of the undersigned, in any
and all capacities, every act whatsoever necessary desirable to be done to the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument on this
19th day of March, 2002.
/s/ Forrest R. Haselton
Forrest R. Haselton
PENNZOIL-QUAKER STATE COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL-QUAKER STATE COMPANY, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement on Form S-4, including a prospectus, with such amendment
or amendments thereto, whether pre-effective or post-effective, in each case as
may be necessary or appropriate, together with any and all exhibits and other
documents having relation thereto (collectively, the "Registration Statement"),
in connection with the Company's proposal to offer to exchange up to
$350,000,000 aggregate principal amount of notes registered under the Act for a
like aggregate principal amount of outstanding notes;
NOW, THEREFORE, the undersigned in his capacity as a director or officer,
or both, as the case may be, of the Company, does hereby appoint THOMAS P.
KELLAGHER, JAMES J. POSTL and JAMES W. SHADDIX and each of them severally, his
true and lawful attorney with power to act with or without the others and with
full power of substitution and resubstitution, to execute in his name, place and
stead, in his capacity as a director or officer or both, as the case may be, of
the Company, the Registration Statement and any and all amendments, supplements
or appendices thereto as said attorneys or any of them shall deem necessary or
incidental in connection therewith, and to file the same or cause the same to be
filed with the Commission. Each of said attorneys shall have full power and
authority to do and perform in the name and on behalf of the undersigned, in any
and all capacities, every act whatsoever necessary desirable to be done to the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument on this
19th day of March, 2002.
/s/ Berdon Lawrence
Berdon Lawrence
PENNZOIL-QUAKER STATE COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL-QUAKER STATE COMPANY, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement on Form S-4, including a prospectus, with such amendment
or amendments thereto, whether pre-effective or post-effective, in each case as
may be necessary or appropriate, together with any and all exhibits and other
documents having relation thereto (collectively, the "Registration Statement"),
in connection with the Company's proposal to offer to exchange up to
$350,000,000 aggregate principal amount of notes registered under the Act for a
like aggregate principal amount of outstanding notes;
NOW, THEREFORE, the undersigned in his capacity as a director or officer,
or both, as the case may be, of the Company, does hereby appoint THOMAS P.
KELLAGHER, JAMES J. POSTL and JAMES W. SHADDIX and each of them severally, his
true and lawful attorney with power to act with or without the others and with
full power of substitution and resubstitution, to execute in his name, place and
stead, in his capacity as a director or officer or both, as the case may be, of
the Company, the Registration Statement and any and all amendments, supplements
or appendices thereto as said attorneys or any of them shall deem necessary or
incidental in connection therewith, and to file the same or cause the same to be
filed with the Commission. Each of said attorneys shall have full power and
authority to do and perform in the name and on behalf of the undersigned, in any
and all capacities, every act whatsoever necessary desirable to be done to the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument on this
19th day of March, 2002.
/s/ James L. Pate
James L. Pate
PENNZOIL-QUAKER STATE COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL-QUAKER STATE COMPANY, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement on Form S-4, including a prospectus, with such amendment
or amendments thereto, whether pre-effective or post-effective, in each case as
may be necessary or appropriate, together with any and all exhibits and other
documents having relation thereto (collectively, the "Registration Statement"),
in connection with the Company 's proposal to offer to exchange up to
$350,000,000 aggregate principal amount of notes registered under the Act for a
like aggregate principal amount of outstanding notes;
NOW, THEREFORE, the undersigned in his capacity as a director or officer,
or both, as the case may be, of the Company, does hereby appoint THOMAS P.
KELLAGHER, JAMES J. POSTL and JAMES W. SHADDIX and each of them severally, his
true and lawful attorney with power to act with or without the others and with
full power of substitution and resubstitution, to execute in his name, place and
stead, in his capacity as a director or officer or both, as the case may be, of
the Company, the Registration Statement and any and all amendments, supplements
or appendices thereto as said attorneys or any of them shall deem necessary or
incidental in connection therewith, and to file the same or cause the same to be
filed with the Commission. Each of said attorneys shall have full power and
authority to do and perform in the name and on behalf of the undersigned, in any
and all capacities, every act whatsoever necessary desirable to be done to the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument on this
19th day of March, 2002.
/s/ Terry L. Savage
Terry L. Savage
PENNZOIL-QUAKER STATE COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL-QUAKER STATE COMPANY, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement on Form S-4, including a prospectus, with such amendment
or amendments thereto, whether pre-effective or post-effective, in each case as
may be necessary or appropriate, together with any and all exhibits and other
documents having relation thereto (collectively, the "Registration Statement"),
in connection with the Company 's proposal to offer to exchange up to
$350,000,000 aggregate principal amount of notes registered under the Act for a
like aggregate principal amount of outstanding notes;
NOW, THEREFORE, the undersigned in his capacity as a director or officer,
or both, as the case may be, of the Company, does hereby appoint THOMAS P.
KELLAGHER, JAMES J. POSTL and JAMES W. SHADDIX and each of them severally, his
true and lawful attorney with power to act with or without the others and with
full power of substitution and resubstitution, to execute in his name, place and
stead, in his capacity as a director or officer or both, as the case may be, of
the Company, the Registration Statement and any and all amendments, supplements
or appendices thereto as said attorneys or any of them shall deem necessary or
incidental in connection therewith, and to file the same or cause the same to be
filed with the Commission. Each of said attorneys shall have full power and
authority to do and perform in the name and on behalf of the undersigned, in any
and all capacities, every act whatsoever necessary desirable to be done to the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument on this
19th day of March, 2002.
/s/ Brent Scowcroft
Brent Scowcroft
PENNZOIL-QUAKER STATE COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL-QUAKER STATE COMPANY, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement on Form S-4, including a prospectus, with such amendment
or amendments thereto, whether pre-effective or post-effective, in each case as
may be necessary or appropriate, together with any and all exhibits and other
documents having relation thereto (collectively, the "Registration Statement"),
in connection with the Company 's proposal to offer to exchange up to
$350,000,000 aggregate principal amount of notes registered under the Act for a
like aggregate principal amount of outstanding notes;
NOW, THEREFORE, the undersigned in his capacity as a director or officer,
or both, as the case may be, of the Company, does hereby appoint THOMAS P.
KELLAGHER, JAMES J. POSTL and JAMES W. SHADDIX and each of them severally, his
true and lawful attorney with power to act with or without the others and with
full power of substitution and resubstitution, to execute in his name, place and
stead, in his capacity as a director or officer or both, as the case may be, of
the Company, the Registration Statement and any and all amendments, supplements
or appendices thereto as said attorneys or any of them shall deem necessary or
incidental in connection therewith, and to file the same or cause the same to be
filed with the Commission. Each of said attorneys shall have full power and
authority to do and perform in the name and on behalf of the undersigned, in any
and all capacities, every act whatsoever necessary desirable to be done to the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument on this
19th day of March, 2002.
/s/ Gerald B. Smith
Gerald B. Smith
PENNZOIL-QUAKER STATE COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL-QUAKER STATE COMPANY, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement on Form S-4, including a prospectus, with such amendment
or amendments thereto, whether pre-effective or post-effective, in each case as
may be necessary or appropriate, together with any and all exhibits and other
documents having relation thereto (collectively, the "Registration Statement"),
in connection with the Company 's proposal to offer to exchange up to
$350,000,000 aggregate principal amount of notes registered under the Act for a
like aggregate principal amount of outstanding notes;
NOW, THEREFORE, the undersigned in his capacity as a director or officer,
or both, as the case may be, of the Company, does hereby appoint THOMAS P.
KELLAGHER, JAMES J. POSTL and JAMES W. SHADDIX and each of them severally, his
true and lawful attorney with power to act with or without the others and with
full power of substitution and resubstitution, to execute in his name, place and
stead, in his capacity as a director or officer or both, as the case may be, of
the Company, the Registration Statement and any and all amendments, supplements
or appendices thereto as said attorneys or any of them shall deem necessary or
incidental in connection therewith, and to file the same or cause the same to be
filed with the Commission. Each of said attorneys shall have full power and
authority to do and perform in the name and on behalf of the undersigned, in any
and all capacities, every act whatsoever necessary desirable to be done to the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument on this
19th day of March, 2002.
/s/ Lorne R. Waxlax
Lorne R. Waxlax