<PAGE>   1

                              POWER OF ATTORNEY



         WHEREAS, PENNZOIL COMPANY, a Delaware corporation (Company), intends
to file with the Securities and Exchange Commission (Commission) under the
Securities Exchange Act of 1934, as amended (Act), an Annual Report on Form
10-K for the fiscal year ended December 31, 1996, as prescribed by the
Commission pursuant to the Act and the rules and regulations of the Commission
promulgated thereunder, with any and all exhibits and other documents relating
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 DAVID
P. ALDERSON, II 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, any and all amendments to said
Annual Report and all instruments as said attorneys or any of them shall deem
necessary or incidental in connection therewith and to file the same 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 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 20th day of February, 1997.






                                           /s/ HOWARD H. BAKER, JR.
                                           -----------------------------------
                                               Howard H. Baker, Jr.

<PAGE>   2

                               POWER OF ATTORNEY



         WHEREAS, PENNZOIL COMPANY, a Delaware corporation (Company), intends
to file with the Securities and Exchange Commission (Commission) under the
Securities Exchange Act of 1934, as amended (Act), an Annual Report on Form
10-K for the fiscal year ended December 31, 1996, as prescribed by the
Commission pursuant to the Act and the rules and regulations of the Commission
promulgated thereunder, with any and all exhibits and other documents relating
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 DAVID
P. ALDERSON, II 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, any and all amendments to said
Annual Report and all instruments as said attorneys or any of them shall deem
necessary or incidental in connection therewith and to file the same 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 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 20th day of February, 1997.






                                           /s/ W. J. BOVAIRD
                                           -----------------------------
                                               W. J. Bovaird

<PAGE>   3
                               POWER OF ATTORNEY



         WHEREAS, PENNZOIL COMPANY, a Delaware corporation (Company), intends
to file with the Securities and Exchange Commission (Commission) under the
Securities Exchange Act of 1934, as amended (Act), an Annual Report on Form
10-K for the fiscal year ended December 31, 1996, as prescribed by the
Commission pursuant to the Act and the rules and regulations of the Commission
promulgated thereunder, with any and all exhibits and other documents relating
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 DAVID
P. ALDERSON, II 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, any and all amendments to said
Annual Report and all instruments as said attorneys or any of them shall deem
necessary or incidental in connection therewith and to file the same 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 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 20th day of February, 1997.





                                           /s/ W. L. LYONS BROWN, JR.
                                           ------------------------------
                                               W. L. Lyons Brown, Jr.

<PAGE>   4
                               POWER OF ATTORNEY



         WHEREAS, PENNZOIL COMPANY, a Delaware corporation (Company), intends
to file with the Securities and Exchange Commission (Commission) under the
Securities Exchange Act of 1934, as amended (Act), an Annual Report on Form
10-K for the fiscal year ended December 31, 1996, as prescribed by the
Commission pursuant to the Act and the rules and regulations of the Commission
promulgated thereunder, with any and all exhibits and other documents relating
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 DAVID
P. ALDERSON, II 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, any and all amendments to said
Annual Report and all instruments as said attorneys or any of them shall deem
necessary or incidental in connection therewith and to file the same 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 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 20th day of February, 1997.






                                           /s/ ERNEST H. COCKRELL
                                           --------------------------------
                                               Ernest H. Cockrell

<PAGE>   5
                               POWER OF ATTORNEY



         WHEREAS, PENNZOIL COMPANY, a Delaware corporation (Company), intends
to file with the Securities and Exchange Commission (Commission) under the
Securities Exchange Act of 1934, as amended (Act), an Annual Report on Form
10-K for the fiscal year ended December 31, 1996, as prescribed by the
Commission pursuant to the Act and the rules and regulations of the Commission
promulgated thereunder, with any and all exhibits and other documents relating
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 DAVID
P. ALDERSON, II 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, any and all amendments to said
Annual Report and all instruments as said attorneys or any of them shall deem
necessary or incidental in connection therewith and to file the same 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 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 20th day of February, 1997.






                                           /s/ HARRY H. CULLEN
                                           ----------------------------
                                               Harry H. Cullen
      
<PAGE>   6


                               POWER OF ATTORNEY



         WHEREAS, PENNZOIL COMPANY, a Delaware corporation (Company), intends
to file with the Securities and Exchange Commission (Commission) under the
Securities Exchange Act of 1934, as amended (Act), an Annual Report on Form
10-K for the fiscal year ended December 31, 1996, as prescribed by the
Commission pursuant to the Act and the rules and regulations of the Commission
promulgated thereunder, with any and all exhibits and other documents relating
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 DAVID
P. ALDERSON, II 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, any and all amendments to said
Annual Report and all instruments as said attorneys or any of them shall deem
necessary or incidental in connection therewith and to file the same 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 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 20th day of February, 1997.






                                           /s/ ALFONSO FANJUL
                                           ---------------------------------
                                               Alfonso Fanjul

<PAGE>   7

                               POWER OF ATTORNEY



         WHEREAS, PENNZOIL COMPANY, a Delaware corporation (Company), intends
to file with the Securities and Exchange Commission (Commission) under the
Securities Exchange Act of 1934, as amended (Act), an Annual Report on Form
10-K for the fiscal year ended December 31, 1996, as prescribed by the
Commission pursuant to the Act and the rules and regulations of the Commission
promulgated thereunder, with any and all exhibits and other documents relating
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 DAVID
P. ALDERSON, II 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, any and all amendments to said
Annual Report and all instruments as said attorneys or any of them shall deem
necessary or incidental in connection therewith and to file the same 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 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 20th day of February, 1997.






                                           /s/ BERDON LAWRENCE
                                           ------------------------------
                                               Berdon Lawrence


<PAGE>   8


                               POWER OF ATTORNEY



         WHEREAS, PENNZOIL COMPANY, a Delaware corporation (Company), intends
to file with the Securities and Exchange Commission (Commission) under the
Securities Exchange Act of 1934, as amended (Act), an Annual Report on Form
10-K for the fiscal year ended December 31, 1996, as prescribed by the
Commission pursuant to the Act and the rules and regulations of the Commission
promulgated thereunder, with any and all exhibits and other documents relating
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 DAVID
P. ALDERSON, II 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, any and all amendments to said
Annual Report and all instruments as said attorneys or any of them shall deem
necessary or incidental in connection therewith and to file the same 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 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 20th day of February, 1997.






                                           /s/ CYRIL WAGNER, JR.
                                           --------------------------------
                                               Cyril Wagner, Jr.

<PAGE>   9

                               POWER OF ATTORNEY



         WHEREAS, PENNZOIL COMPANY, a Delaware corporation (Company), intends
to file with the Securities and Exchange Commission (Commission) under the
Securities Exchange Act of 1934, as amended (Act), an Annual Report on Form
10-K for the fiscal year ended December 31, 1996, as prescribed by the
Commission pursuant to the Act and the rules and regulations of the Commission
promulgated thereunder, with any and all exhibits and other documents relating
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 DAVID
P. ALDERSON, II 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, any and all amendments to said
Annual Report and all instruments as said attorneys or any of them shall deem
necessary or incidental in connection therewith and to file the same 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 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 20th day of February, 1997.






                                           /s/ BRENT SCOWCROFT
                                           ------------------------------
                                               Brent Scowcroft