EXHIBIT 24
PENNZOIL COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL 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-8 (the "Registration Statement") relating to the 1998 Incentive Plan of
Pennzoil Company and 500,000 shares of common stock, par value $0.83-1/3 per
share, of the Company issuable thereunder, with such amendments, supplements or
appendices thereto as may be necessary or appropriate, together with any and all
exhibits and other documents having relation thereto;
NOW, THEREFORE, the undersigned, in his or her capacity as a director or
officer, or both, as the case may be, of the Company, does hereby appoint DAVID
P. ALDERSON II, STEPHEN D. CHESEBRO and JAMES L. PATE, and each of them
severally, his or her true and lawful attorneys or attorney with power to act
with or without the others and with full power of substitution and
resubstitution, to execute in his or her name, place and stead, in his or her
capacity as a director or officer or both, as the case may be, of the Company,
the Registration Statement and all instruments necessary or incidental in
connection therewith, with such amendment or amendments thereto in each case as
may be necessary or appropriate, together with any and all exhibits and other
documents relating 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 or 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
29th day of December, 1998.
/s/ Howard H. Baker, Jr.
------------------------------
Howard H. Baker, Jr.
EXHIBIT 24
PENNZOIL COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL 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-8 (the "Registration Statement") relating to the 1998 Incentive Plan of
Pennzoil Company and 500,000 shares of common stock, par value $0.83-1/3 per
share, of the Company issuable thereunder, with such amendments, supplements or
appendices thereto as may be necessary or appropriate, together with any and all
exhibits and other documents having relation thereto;
NOW, THEREFORE, the undersigned, in his or her capacity as a director or
officer, or both, as the case may be, of the Company, does hereby appoint DAVID
P. ALDERSON II, STEPHEN D. CHESEBRO and JAMES L. PATE, and each of them
severally, his or her true and lawful attorneys or attorney with power to act
with or without the others and with full power of substitution and
resubstitution, to execute in his or her name, place and stead, in his or her
capacity as a director or officer or both, as the case may be, of the Company,
the Registration Statement and all instruments necessary or incidental in
connection therewith, with such amendment or amendments thereto in each case as
may be necessary or appropriate, together with any and all exhibits and other
documents relating 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 or 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
29th day of December, 1998.
/s/ W. L. Lyons Brown, Jr.
------------------------------
W. L. Lyons Brown, Jr.
EXHIBIT 24
PENNZOIL COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL 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-8 (the "Registration Statement") relating to the 1998 Incentive Plan of
Pennzoil Company and 500,000 shares of common stock, par value $0.83-1/3 per
share, of the Company issuable thereunder, with such amendments, supplements or
appendices thereto as may be necessary or appropriate, together with any and all
exhibits and other documents having relation thereto;
NOW, THEREFORE, the undersigned, in his or her capacity as a director or
officer, or both, as the case may be, of the Company, does hereby appoint DAVID
P. ALDERSON II, STEPHEN D. CHESEBRO and JAMES L. PATE, and each of them
severally, his or her true and lawful attorneys or attorney with power to act
with or without the others and with full power of substitution and
resubstitution, to execute in his or her name, place and stead, in his or her
capacity as a director or officer or both, as the case may be, of the Company,
the Registration Statement and all instruments necessary or incidental in
connection therewith, with such amendment or amendments thereto in each case as
may be necessary or appropriate, together with any and all exhibits and other
documents relating 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 or 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
29th day of December, 1998.
/s/ Stephen D. Chesebro
------------------------------
Stephen D. Chesebro
EXHIBIT 24
PENNZOIL COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL 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-8 (the "Registration Statement") relating to the 1998 Incentive Plan of
Pennzoil Company and 500,000 shares of common stock, par value $0.83-1/3 per
share, of the Company issuable thereunder, with such amendments, supplements or
appendices thereto as may be necessary or appropriate, together with any and all
exhibits and other documents having relation thereto;
NOW, THEREFORE, the undersigned, in his or her capacity as a director or
officer, or both, as the case may be, of the Company, does hereby appoint DAVID
P. ALDERSON II, STEPHEN D. CHESEBRO and JAMES L. PATE, and each of them
severally, his or her true and lawful attorneys or attorney with power to act
with or without the others and with full power of substitution and
resubstitution, to execute in his or her name, place and stead, in his or her
capacity as a director or officer or both, as the case may be, of the Company,
the Registration Statement and all instruments necessary or incidental in
connection therewith, with such amendment or amendments thereto in each case as
may be necessary or appropriate, together with any and all exhibits and other
documents relating 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 or 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
29th day of December, 1998.
/s/ Ernest H. Cockrell
------------------------------
Ernest H. Cockrell
EXHIBIT 24
PENNZOIL COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL 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-8 (the "Registration Statement") relating to the 1998 Incentive Plan of
Pennzoil Company and 500,000 shares of common stock, par value $0.83-1/3 per
share, of the Company issuable thereunder, with such amendments, supplements or
appendices thereto as may be necessary or appropriate, together with any and all
exhibits and other documents having relation thereto;
NOW, THEREFORE, the undersigned, in his or her capacity as a director or
officer, or both, as the case may be, of the Company, does hereby appoint DAVID
P. ALDERSON II, STEPHEN D. CHESEBRO and JAMES L. PATE, and each of them
severally, his or her true and lawful attorneys or attorney with power to act
with or without the others and with full power of substitution and
resubstitution, to execute in his or her name, place and stead, in his or her
capacity as a director or officer or both, as the case may be, of the Company,
the Registration Statement and all instruments necessary or incidental in
connection therewith, with such amendment or amendments thereto in each case as
may be necessary or appropriate, together with any and all exhibits and other
documents relating 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 or 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
29th day of December, 1998.
/s/ Alfonso Fanjul
------------------------------
Alfonso Fanjul
EXHIBIT 24
PENNZOIL COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL 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-8 (the "Registration Statement") relating to the 1998 Incentive Plan of
Pennzoil Company and 500,000 shares of common stock, par value $0.83-1/3 per
share, of the Company issuable thereunder, with such amendments, supplements or
appendices thereto as may be necessary or appropriate, together with any and all
exhibits and other documents having relation thereto;
NOW, THEREFORE, the undersigned, in his or her capacity as a director or
officer, or both, as the case may be, of the Company, does hereby appoint DAVID
P. ALDERSON II, STEPHEN D. CHESEBRO and JAMES L. PATE, and each of them
severally, his or her true and lawful attorneys or attorney with power to act
with or without the others and with full power of substitution and
resubstitution, to execute in his or her name, place and stead, in his or her
capacity as a director or officer or both, as the case may be, of the Company,
the Registration Statement and all instruments necessary or incidental in
connection therewith, with such amendment or amendments thereto in each case as
may be necessary or appropriate, together with any and all exhibits and other
documents relating 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 or 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
29th day of December, 1998.
/s/ Charles Berdon Lawrence
------------------------------
Charles Berdon Lawrence
EXHIBIT 24
PENNZOIL COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL 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-8 (the "Registration Statement") relating to the 1998 Incentive Plan of
Pennzoil Company and 500,000 shares of common stock, par value $0.83-1/3 per
share, of the Company issuable thereunder, with such amendments, supplements or
appendices thereto as may be necessary or appropriate, together with any and all
exhibits and other documents having relation thereto;
NOW, THEREFORE, the undersigned, in his or her capacity as a director or
officer, or both, as the case may be, of the Company, does hereby appoint DAVID
P. ALDERSON II, STEPHEN D. CHESEBRO and JAMES L. PATE, and each of them
severally, his or her true and lawful attorneys or attorney with power to act
with or without the others and with full power of substitution and
resubstitution, to execute in his or her name, place and stead, in his or her
capacity as a director or officer or both, as the case may be, of the Company,
the Registration Statement and all instruments necessary or incidental in
connection therewith, with such amendment or amendments thereto in each case as
may be necessary or appropriate, together with any and all exhibits and other
documents relating 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 or 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
29th day of December, 1998.
/s/ James L. Pate
------------------------------
James L. Pate
EXHIBIT 24
PENNZOIL COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL 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-8 (the "Registration Statement") relating to the 1998 Incentive Plan of
Pennzoil Company and 500,000 shares of common stock, par value $0.83-1/3 per
share, of the Company issuable thereunder, with such amendments, supplements or
appendices thereto as may be necessary or appropriate, together with any and all
exhibits and other documents having relation thereto;
NOW, THEREFORE, the undersigned, in his or her capacity as a director or
officer, or both, as the case may be, of the Company, does hereby appoint DAVID
P. ALDERSON II, STEPHEN D. CHESEBRO and JAMES L. PATE, and each of them
severally, his or her true and lawful attorneys or attorney with power to act
with or without the others and with full power of substitution and
resubstitution, to execute in his or her name, place and stead, in his or her
capacity as a director or officer or both, as the case may be, of the Company,
the Registration Statement and all instruments necessary or incidental in
connection therewith, with such amendment or amendments thereto in each case as
may be necessary or appropriate, together with any and all exhibits and other
documents relating 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 or 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
29th day of December, 1998.
/s/ Terry L. Savage
------------------------------
Terry L. Savage
EXHIBIT 24
PENNZOIL COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL 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-8 (the "Registration Statement") relating to the 1998 Incentive Plan of
Pennzoil Company and 500,000 shares of common stock, par value $0.83-1/3 per
share, of the Company issuable thereunder, with such amendments, supplements or
appendices thereto as may be necessary or appropriate, together with any and all
exhibits and other documents having relation thereto;
NOW, THEREFORE, the undersigned, in his or her capacity as a director or
officer, or both, as the case may be, of the Company, does hereby appoint DAVID
P. ALDERSON II, STEPHEN D. CHESEBRO and JAMES L. PATE, and each of them
severally, his or her true and lawful attorneys or attorney with power to act
with or without the others and with full power of substitution and
resubstitution, to execute in his or her name, place and stead, in his or her
capacity as a director or officer or both, as the case may be, of the Company,
the Registration Statement and all instruments necessary or incidental in
connection therewith, with such amendment or amendments thereto in each case as
may be necessary or appropriate, together with any and all exhibits and other
documents relating 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 or 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
29th day of December, 1998.
/s/ Brent Scowcroft
------------------------------
Brent Scowcroft
EXHIBIT 24
PENNZOIL COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL 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-8 (the "Registration Statement") relating to the 1998 Incentive Plan of
Pennzoil Company and 500,000 shares of common stock, par value $0.83-1/3 per
share, of the Company issuable thereunder, with such amendments, supplements or
appendices thereto as may be necessary or appropriate, together with any and all
exhibits and other documents having relation thereto;
NOW, THEREFORE, the undersigned, in his or her capacity as a director or
officer, or both, as the case may be, of the Company, does hereby appoint DAVID
P. ALDERSON II, STEPHEN D. CHESEBRO and JAMES L. PATE, and each of them
severally, his or her true and lawful attorneys or attorney with power to act
with or without the others and with full power of substitution and
resubstitution, to execute in his or her name, place and stead, in his or her
capacity as a director or officer or both, as the case may be, of the Company,
the Registration Statement and all instruments necessary or incidental in
connection therewith, with such amendment or amendments thereto in each case as
may be necessary or appropriate, together with any and all exhibits and other
documents relating 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 or 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
29th day of December, 1998.
/s/ Gerald B. Smith
------------------------------
Gerald B. Smith
EXHIBIT 24
PENNZOIL COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL 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-8 (the "Registration Statement") relating to the 1998 Incentive Plan of
Pennzoil Company and 500,000 shares of common stock, par value $0.83-1/3 per
share, of the Company issuable thereunder, with such amendments, supplements or
appendices thereto as may be necessary or appropriate, together with any and all
exhibits and other documents having relation thereto;
NOW, THEREFORE, the undersigned, in his or her capacity as a director or
officer, or both, as the case may be, of the Company, does hereby appoint DAVID
P. ALDERSON II, STEPHEN D. CHESEBRO and JAMES L. PATE, and each of them
severally, his or her true and lawful attorneys or attorney with power to act
with or without the others and with full power of substitution and
resubstitution, to execute in his or her name, place and stead, in his or her
capacity as a director or officer or both, as the case may be, of the Company,
the Registration Statement and all instruments necessary or incidental in
connection therewith, with such amendment or amendments thereto in each case as
may be necessary or appropriate, together with any and all exhibits and other
documents relating 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 or 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
29th day of December, 1998.
/s/ Robert B. Weaver
------------------------------
Robert B. Weaver