1
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 Pennzoil Company Savings and Investment Plan for Hourly Employees of the
Company and 25,000 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 capacity as a director
or officer, or both, as the case may be, of the Company, does hereby appoint
DAVID P. ALDERSON, II, MARK A. MALINSKI and JAMES L. PATE, and each of them
severally, his 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 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 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 19th day of May, 1994.
HOWARD H. BAKER, JR.
----------------------------
Howard H. Baker, Jr.
2
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 Pennzoil Company Savings and Investment Plan for Hourly Employees of the
Company and 25,000 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 capacity as a director
or officer, or both, as the case may be, of the Company, does hereby appoint
DAVID P. ALDERSON, II, MARK A. MALINSKI and JAMES L. PATE, and each of them
severally, his 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 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 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 19th day of May, 1994.
W. J. BOVAIRD
-----------------------
W. J. Bovaird
3
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 Pennzoil Company Savings and Investment Plan for Hourly Employees of the
Company and 25,000 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 capacity as a director
or officer, or both, as the case may be, of the Company, does hereby appoint
DAVID P. ALDERSON, II, MARK A. MALINSKI and JAMES L. PATE, and each of them
severally, his 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 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 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 19th day of May, 1994.
W. L. LYONS BROWN, JR.
---------------------------
W. L. Lyons Brown, Jr.
4
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 Pennzoil Company Savings and Investment Plan for Hourly Employees of the
Company and 25,000 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 capacity as a director
or officer, or both, as the case may be, of the Company, does hereby appoint
DAVID P. ALDERSON, II, MARK A. MALINSKI and JAMES L. PATE, and each of them
severally, his 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 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 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 19th day of May, 1994.
ERNEST H. COCKRELL
---------------------------
Ernest H. Cockrell
5
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 Pennzoil Company Savings and Investment Plan for Hourly Employees of the
Company and 25,000 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 capacity as a director
or officer, or both, as the case may be, of the Company, does hereby appoint
DAVID P. ALDERSON, II, MARK A. MALINSKI and JAMES L. PATE, and each of them
severally, his 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 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 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 19th day of May, 1994.
HARRY H. CULLEN
-------------------------
Harry H. Cullen
6
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 Pennzoil Company Savings and Investment Plan for Hourly Employees of the
Company and 25,000 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 capacity as a director
or officer, or both, as the case may be, of the Company, does hereby appoint
DAVID P. ALDERSON, II, MARK A. MALINSKI and JAMES L. PATE, and each of them
severally, his 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 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 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 19th day of May, 1994.
ALFONSO FANJUL
-----------------------
Alfonso Fanjul
7
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 Pennzoil Company Savings and Investment Plan for Hourly Employees of the
Company and 25,000 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 capacity as a director
or officer, or both, as the case may be, of the Company, does hereby appoint
DAVID P. ALDERSON, II, MARK A. MALINSKI and JAMES L. PATE, and each of them
severally, his 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 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 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 19th day of May, 1994.
BERDON LAWRENCE
------------------------
Berdon Lawrence
8
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 Pennzoil Company Savings and Investment Plan for Hourly Employees of the
Company and 25,000 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 capacity as a director
or officer, or both, as the case may be, of the Company, does hereby appoint
DAVID P. ALDERSON, II, MARK A. MALINSKI and JAMES L. PATE, and each of them
severally, his 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 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 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 19th day of May, 1994.
BRENT SCOWCROFT
------------------------
Brent Scowcroft
9
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 Pennzoil Company Savings and Investment Plan for Hourly Employees of the
Company and 25,000 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 capacity as a director
or officer, or both, as the case may be, of the Company, does hereby appoint
DAVID P. ALDERSON, II, MARK A. MALINSKI and JAMES L. PATE, and each of them
severally, his 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 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 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 19th day of May, 1994.
CYRIL WAGNER, JR.
-----------------------
Cyril Wagner, Jr.
10
PENNZOIL COMPANY
POWER OF ATTORNEY
WHEREAS, the Pennzoil Company Savings and Investment Plan for
Hourly Employees ("Plan"), together with Pennzoil Company, a Delaware
corporation ("Company"), intends to file with the Securities and Exchange
Commission ("Commission") under the Securities Act of 1933, as amended, a
Registration Statement on Form S-8 ("Registration Statement") relating to Plan
and the Common Stock of the Company issuable pursuant to the Plan, with such
amendments 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 capacity as a member of
the Administrative Committee of the Savings and Investment Plan for Hourly
Employees ("Committee"), does hereby appoint DAVID P. ALDERSON, II, MARK A.
MALINSKI 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 member of the Committee, the Registration
Statement and any and all amendments thereto as said attorneys or any of them
shall deem necessary or appropriate, together with all instruments, exhibits or
other documents 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 19th day of May, 1994.
TERRY HEMEYER
-----------------------
Terry Hemeyer
11
PENNZOIL COMPANY
POWER OF ATTORNEY
WHEREAS, the Pennzoil Company Savings and Investment Plan for
Hourly Employees ("Plan"), together with Pennzoil Company, a Delaware
corporation ("Company"), intends to file with the Securities and Exchange
Commission ("Commission") under the Securities Act of 1933, as amended, a
Registration Statement on Form S-8 ("Registration Statement") relating to Plan
and the Common Stock of the Company issuable pursuant to the Plan, with such
amendments 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 capacity as a member of
the Administrative Committee of the Savings and Investment Plan for Hourly
Employees ("Committee"), does hereby appoint DAVID P. ALDERSON, II, MARK A.
MALINSKI 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 member of the Committee, the Registration
Statement and any and all amendments thereto as said attorneys or any of them
shall deem necessary or appropriate, together with all instruments, exhibits or
other documents 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 19th day of May, 1994.
DAVID P. ALDERSON, II
---------------------------
David P. Alderson, II
12
PENNZOIL COMPANY
POWER OF ATTORNEY
WHEREAS, the Pennzoil Company Savings and Investment Plan for
Hourly Employees ("Plan"), together with Pennzoil Company, a Delaware
corporation ("Company"), intends to file with the Securities and Exchange
Commission ("Commission") under the Securities Act of 1933, as amended, a
Registration Statement on Form S-8 ("Registration Statement") relating to Plan
and the Common Stock of the Company issuable pursuant to the Plan, with such
amendments 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 capacity as a member of
the Administrative Committee of the Savings and Investment Plan for Hourly
Employees ("Committee"), does hereby appoint DAVID P. ALDERSON, II, MARK A.
MALINSKI 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 member of the Committee, the Registration
Statement and any and all amendments thereto as said attorneys or any of them
shall deem necessary or appropriate, together with all instruments, exhibits or
other documents 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 19th day of May, 1994.
LINDA F. CONDIT
------------------------
Linda F. Condit
13
PENNZOIL COMPANY
POWER OF ATTORNEY
WHEREAS, the Pennzoil Company Savings and Investment Plan for
Hourly Employees ("Plan"), together with Pennzoil Company, a Delaware
corporation ("Company"), intends to file with the Securities and Exchange
Commission ("Commission") under the Securities Act of 1933, as amended, a
Registration Statement on Form S-8 ("Registration Statement") relating to Plan
and the Common Stock of the Company issuable pursuant to the Plan, with such
amendments 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 capacity as a member of
the Administrative Committee of the Savings and Investment Plan for Hourly
Employees ("Committee"), does hereby appoint DAVID P. ALDERSON, II, MARK A.
MALINSKI 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 member of the Committee, the Registration
Statement and any and all amendments thereto as said attorneys or any of them
shall deem necessary or appropriate, together with all instruments, exhibits or
other documents 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 19th day of May, 1994.
THOMAS M. HAMILTON
-------------------------
Thomas M. Hamilton
14
PENNZOIL COMPANY
POWER OF ATTORNEY
WHEREAS, the Pennzoil Company Savings and Investment Plan for
Hourly Employees ("Plan"), together with Pennzoil Company, a Delaware
corporation ("Company"), intends to file with the Securities and Exchange
Commission ("Commission") under the Securities Act of 1933, as amended, a
Registration Statement on Form S-8 ("Registration Statement") relating to Plan
and the Common Stock of the Company issuable pursuant to the Plan, with such
amendments 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 capacity as a member of
the Administrative Committee of the Savings and Investment Plan for Hourly
Employees ("Committee"), does hereby appoint DAVID P. ALDERSON, II, MARK A.
MALINSKI 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 member of the Committee, the Registration
Statement and any and all amendments thereto as said attorneys or any of them
shall deem necessary or appropriate, together with all instruments, exhibits or
other documents 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 19th day of May, 1994.
HARRY C. MITCHELL
-------------------------
Harry C. Mitchell
15
PENNZOIL COMPANY
POWER OF ATTORNEY
WHEREAS, the Pennzoil Company Savings and Investment Plan for
Hourly Employees ("Plan"), together with Pennzoil Company, a Delaware
corporation ("Company"), intends to file with the Securities and Exchange
Commission ("Commission") under the Securities Act of 1933, as amended, a
Registration Statement on Form S-8 ("Registration Statement") relating to Plan
and the Common Stock of the Company issuable pursuant to the Plan, with such
amendments 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 capacity as a member of
the Administrative Committee of the Savings and Investment Plan for Hourly
Employees ("Committee"), does hereby appoint DAVID P. ALDERSON, II, MARK A.
MALINSKI 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 member of the Committee, the Registration
Statement and any and all amendments thereto as said attorneys or any of them
shall deem necessary or appropriate, together with all instruments, exhibits or
other documents 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 19th day of May, 1994.
W. M. ROBB
-----------------------
W. M. Robb
16
PENNZOIL COMPANY
POWER OF ATTORNEY
WHEREAS, the Pennzoil Company Savings and Investment Plan for
Hourly Employees ("Plan"), together with Pennzoil Company, a Delaware
corporation ("Company"), intends to file with the Securities and Exchange
Commission ("Commission") under the Securities Act of 1933, as amended, a
Registration Statement on Form S-8 ("Registration Statement") relating to Plan
and the Common Stock of the Company issuable pursuant to the Plan, with such
amendments 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 capacity as a member of
the Administrative Committee of the Savings and Investment Plan for Hourly
Employees ("Committee"), does hereby appoint DAVID P. ALDERSON, II, MARK A.
MALINSKI 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 member of the Committee, the Registration
Statement and any and all amendments thereto as said attorneys or any of them
shall deem necessary or appropriate, together with all instruments, exhibits or
other documents 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 19th day of May, 1994.
JAMES W. SHADDIX
-------------------------
James W. Shaddix