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EXHIBIT 24.1
PENNZOIL PRODUCTS COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL PRODUCTS COMPANY, a Delaware corporation
(the "Company"), intends to file with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement on Form S-4, including a proxy statement/prospectus,
with such amendment or amendments thereto, whether pre-effective or
post-effective, including without limitation any registration statement of the
type contemplated by Rule 462(b) of the Act, in each case as may be necessary
or appropriate, together with any and all exhibits and other documents having
relation to said Registration Statement (collectively, the "Registration
Statement"), relating to the registration under the Act of shares of common
stock, par value $.10 per share, of the Company to be issuable in connection
with the Agreement and Plan of Merger, dated as of April 14, 1998, among
Pennzoil Company, a Delaware corporation, the Company, Downstream Merger
Company, a Delaware corporation and wholly owned subsidiary of the Company
("Merger Sub"), and Quaker State Corporation, a Delaware corporation ("Quaker
State"), pursuant which Merger Sub will be merged with and into Quaker State,
with Quaker State surviving as a wholly owned subsidiary of the Company;
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, JAMES W. SHADDIX 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,
including without limitation any registration statement of the type
contemplated by Rule 462(b) of the Act, 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 14th day of August, 1998.
/s/ DAVID P. ALDERSON II
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David P. Alderson II
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PENNZOIL PRODUCTS COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL PRODUCTS COMPANY, a Delaware corporation
(the "Company"), intends to file with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement on Form S-4, including a proxy statement/prospectus,
with such amendment or amendments thereto, whether pre-effective or
post-effective, including without limitation any registration statement of the
type contemplated by Rule 462(b) of the Act, in each case as may be necessary
or appropriate, together with any and all exhibits and other documents having
relation to said Registration Statement (collectively, the "Registration
Statement"), relating to the registration under the Act of shares of common
stock, par value $.10 per share, of the Company to be issuable in connection
with the Agreement and Plan of Merger, dated as of April 14, 1998, among
Pennzoil Company, a Delaware corporation, the Company, Downstream Merger
Company, a Delaware corporation and wholly owned subsidiary of the Company
("Merger Sub"), and Quaker State Corporation, a Delaware corporation ("Quaker
State"), pursuant which Merger Sub will be merged with and into Quaker State,
with Quaker State surviving as a wholly owned subsidiary of the Company;
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, JAMES W. SHADDIX 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,
including without limitation any registration statement of the type
contemplated by Rule 462(b) of the Act, 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 14th day of August, 1998.
/s/ JAMES W. SHADDIX
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James W. Shaddix
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PENNZOIL PRODUCTS COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL PRODUCTS COMPANY, a Delaware corporation
(the "Company"), intends to file with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement on Form S-4, including a proxy statement/prospectus,
with such amendment or amendments thereto, whether pre-effective or
post-effective, including without limitation any registration statement of the
type contemplated by Rule 462(b) of the Act, in each case as may be necessary
or appropriate, together with any and all exhibits and other documents having
relation to said Registration Statement (collectively, the "Registration
Statement"), relating to the registration under the Act of shares of common
stock, par value $.10 per share, of the Company to be issuable in connection
with the Agreement and Plan of Merger, dated as of April 14, 1998, among
Pennzoil Company, a Delaware corporation, the Company, Downstream Merger
Company, a Delaware corporation and wholly owned subsidiary of the Company
("Merger Sub"), and Quaker State Corporation, a Delaware corporation ("Quaker
State"), pursuant which Merger Sub will be merged with and into Quaker State,
with Quaker State surviving as a wholly owned subsidiary of the Company;
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, JAMES W. SHADDIX 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,
including without limitation any registration statement of the type
contemplated by Rule 462(b) of the Act, 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 14th day of August, 1998.
/s/ JAMES L. PATE
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James L. Pate