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 1998 Stock Option 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 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 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 hatsoever
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
2nd day of June, 1998.
/s/ 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 1998 Stock Option 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 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 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 hatsoever
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
2nd day of June, 1998.
/s/ W.L. Lyons Brown, Jr.
-------------------------------------
W.L. Lyons Brown, Jr.
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 1998 Stock Option 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 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 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 hatsoever
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
2nd day of June, 1998.
/s/ Stephen D. Chesebro
-------------------------------------
Stephen D. Chesebro
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 1998 Stock Option 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 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 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 hatsoever
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
2nd day of June, 1998.
/s/ 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 1998 Stock Option 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 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 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 hatsoever
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
2nd day of June, 1998.
/s/ 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 1998 Stock Option 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 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 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 hatsoever
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
2nd day of June, 1998.
/s/ 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 1998 Stock Option 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 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 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 hatsoever
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
2nd day of June, 1998.
/s/ Charles Berdon Lawrence
-------------------------------------
Charles 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 1998 Stock Option 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 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 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 hatsoever
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
2nd day of June, 1998.
/s/ 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 1998 Stock Option 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 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 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 hatsoever
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
2nd day of June, 1998.
/s/ Gerald B. Smith
-------------------------------------
Gerald B. Smith
10
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 Stock Option 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 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 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 hatsoever
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
2nd day of June, 1998.
/s/ Cyril Wagner, Jr.
-------------------------------------
Cyril Wagner, Jr.