1
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 Exchange Act of 1934, as amended (the "Act"),
an Annual Report on Form 10-K for the fiscal year ended December 31, 1999, as
prescribed by the Commission pursuant to the act and the rules and regulations
of the Commission promulgated 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 to said Annual Report;
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 MICHAEL J.
MARATEA, LAURIE K. STEWART and JAMES L. PATE and each of them severally, his
true and lawful attorney or attorneys 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, said Annual Report 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 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
8th day of March, 2000.
/s/ Howard H. Baker, Jr.
Howard H. Baker, Jr.
2
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 Exchange Act of 1934, as amended (the "Act"),
an Annual Report on Form 10-K for the fiscal year ended December 31, 1999, as
prescribed by the Commission pursuant to the act and the rules and regulations
of the Commission promulgated 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 to said Annual Report;
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 MICHAEL J.
MARATEA, LAURIE K. STEWART and JAMES L. PATE and each of them severally, his
true and lawful attorney or attorneys 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, said Annual Report 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 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
8th day of March, 2000.
/s/ W.L. Lyons Brown, Jr.
W.L. Lyons Brown, Jr.
3
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 Exchange Act of 1934, as amended (the "Act"),
an Annual Report on Form 10-K for the fiscal year ended December 31, 1999, as
prescribed by the Commission pursuant to the act and the rules and regulations
of the Commission promulgated 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 to said Annual Report;
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 MICHAEL J.
MARATEA, LAURIE K. STEWART and JAMES L. PATE and each of them severally, his
true and lawful attorney or attorneys 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, said Annual Report 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 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
8th day of March, 2000.
/s/ Ernest H. Cockrell
Ernest H. Cockrell
4
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 Exchange Act of 1934, as amended (the "Act"),
an Annual Report on Form 10-K for the fiscal year ended December 31, 1999, as
prescribed by the Commission pursuant to the act and the rules and regulations
of the Commission promulgated 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 to said Annual Report;
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 MICHAEL J.
MARATEA, LAURIE K. STEWART and JAMES L. PATE and each of them severally, his
true and lawful attorney or attorneys 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, said Annual Report 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 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
8th day of March, 2000.
/s/ Alfonso Fanjul
Alfonso Fanjul
5
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 Exchange Act of 1934, as amended (the "Act"),
an Annual Report on Form 10-K for the fiscal year ended December 31, 1999, as
prescribed by the Commission pursuant to the act and the rules and regulations
of the Commission promulgated 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 to said Annual Report;
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 MICHAEL J.
MARATEA, LAURIE K. STEWART and JAMES L. PATE and each of them severally, his
true and lawful attorney or attorneys 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, said Annual Report 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 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
8th day of March, 2000.
/s/ Forrest R. Haselton
Forrest R. Haselton
6
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 Exchange Act of 1934, as amended (the "Act"),
an Annual Report on Form 10-K for the fiscal year ended December 31, 1999, as
prescribed by the Commission pursuant to the act and the rules and regulations
of the Commission promulgated 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 to said Annual Report;
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 MICHAEL J.
MARATEA, LAURIE K. STEWART and JAMES L. PATE and each of them severally, his
true and lawful attorney or attorneys 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, said Annual Report 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 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
8th day of March, 2000.
/s/ Charles Berdon Lawrence
Berdon Lawrence
7
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 Exchange Act of 1934, as amended (the "Act"),
an Annual Report on Form 10-K for the fiscal year ended December 31, 1999, as
prescribed by the Commission pursuant to the act and the rules and regulations
of the Commission promulgated 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 to said Annual Report;
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 MICHAEL J.
MARATEA, LAURIE K. STEWART and JAMES L. PATE and each of them severally, his
true and lawful attorney or attorneys 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, said Annual Report 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 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
8th day of March, 2000.
/s/ James Postl
James J. Postl
8
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 Exchange Act of 1934, as amended (the "Act"),
an Annual Report on Form 10-K for the fiscal year ended December 31, 1999, as
prescribed by the Commission pursuant to the act and the rules and regulations
of the Commission promulgated 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 to said Annual Report;
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 MICHAEL J.
MARATEA, LAURIE K. STEWART and JAMES L. PATE and each of them severally, his
true and lawful attorney or attorneys 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, said Annual Report 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 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
9th day of March, 2000.
/s/ Terry L. Savage
----------------------------------------
Terry L. Savage
9
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 Exchange Act of 1934, as amended (the "Act"),
an Annual Report on Form 10-K for the fiscal year ended December 31, 1999, as
prescribed by the Commission pursuant to the act and the rules and regulations
of the Commission promulgated 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 to said Annual Report;
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 MICHAEL J.
MARATEA, LAURIE K. STEWART and JAMES L. PATE and each of them severally, his
true and lawful attorney or attorneys 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, said Annual Report 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 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
8th day of March, 2000.
/s/ Brent Scowcroft
Brent Scowcroft
10
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 Exchange Act of 1934, as amended (the "Act"),
an Annual Report on Form 10-K for the fiscal year ended December 31, 1999, as
prescribed by the Commission pursuant to the act and the rules and regulations
of the Commission promulgated 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 to said Annual Report;
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 MICHAEL J.
MARATEA, LAURIE K. STEWART and JAMES L. PATE and each of them severally, his
true and lawful attorney or attorneys 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, said Annual Report 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 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
8th day of March, 2000.
/s/ Gerald B. Smith
Gerald B. Smith
11
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 Exchange Act of 1934, as amended (the "Act"),
an Annual Report on Form 10-K for the fiscal year ended December 31, 1999, as
prescribed by the Commission pursuant to the act and the rules and regulations
of the Commission promulgated 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 to said Annual Report;
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 MICHAEL J.
MARATEA, LAURIE K. STEWART and JAMES L. PATE and each of them severally, his
true and lawful attorney or attorneys 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, said Annual Report 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 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
8th day of March, 2000.
/s/ L. Waxlax
Lorne R. Waxlax