As filed with the Securities and Exchange
Commission on August 29, 1996 Registration Number 33-______________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------------
TEXACO INC.
(Exact name of issuer as specified in its charter)
Delaware 74-1383447
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2000 Westchester Avenue
White Plains, New York 10650
(Address of principal executive offices) (Zip Code)
----------------------
TEXACO INC.
STOCK INCENTIVE PLAN
(Full title of the plan)
------------
Carl B. Davidson
Vice President and Secretary
Texaco Inc.
2000 Westchester Avenue
White Plains, New York 10650
(Name and address of agent for service)
Telephone number, including area code, of agent for service (914) 253-4000
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
- ----------------------------------- -------------------- -------------------- --------------------- --------------------
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price Per Offering Registration
to be Registered Registered* Share** Price** Fee
- ----------------------------------- -------------------- -------------------- --------------------- --------------------
- ----------------------------------- -------------------- -------------------- --------------------- --------------------
Common Stock, par
value $6.25 per share 12,000,000 shares $89.69 $1,076,280,000.00 $371,131.00
- ----------------------------------- -------------------- -------------------- --------------------- --------------------
</TABLE>
* Plus an indeterminate number of additional shares which may be offered
and issued to prevent dilution resulting from stock splits, stock
dividends or similar transactions.
** Calculated pursuant to Rule 457(h) of the General Rules and Regulations
under the Securities Act of 1933 solely for the purpose of computing
the registration fee, based on the average of the high and low sale
prices of the common stock of Texaco Inc. on the New York Stock
Exchange Composite tape on August 26, 1996.
================================================================================
<PAGE>
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the Securities and Exchange
Commission ("SEC") are hereby incorporated by reference in this Registration
Statement:
a) The Registrant's Annual Report filed on Form 10-K (SEC File No. 1-27)
for the fiscal year ended December 31, 1995 (dated and filed March 28, 1996);
(b) The documents listed below, filed by the Registrant with the SEC
(File No. 1-27) pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 as amended (the "Exchange Act") subsequent to December 31, 1995,
contain the most recently published corporate and financial data regarding the
Registrant, and are incorporated by reference in this Registration Statement:
(1) Form 8-K of the Registrant - date of earliest event
reported, January 22, 1996 (dated and filed January 23,
1996),
(2) Form 8-K of the Registrant - date of earliest event
reported, April 22, 1996 (dated and filed April 23,
1996),
(3) Form 8-K of the Registrant - date of earliest event
reported, July 22, 1996 (dated July 22, 1996 and filed
July 23, 1996),
(4) The Registrant's Proxy Statement dated and filed March
28, 1996, issued in connection with the Registrant's
1996 Annual Meeting,
(5) Quarterly Report of the Registrant for the quarterly
period ended March 31, 1996, filed on Form 10-Q
(dated and filed May 10, 1996), and
(6) Quarterly Report of the Registrant for the quarterly
period ended June 30, 1996, filed on Form 10-Q (dated
August 12, 1996 and filed August 13, 1996); and
(c) The Registrant's (1) By-Laws as amended to and including February
26, 1993, containing a description of the common stock, filed as Exhibit 3.2 to
the Registrant's Annual Report on Form 10-K for the year ended December 31, 1992
dated March 17, 1993, SEC File No. 1-27; and refiled for EDGAR purposes only as
Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994, and (2) the Rights Agreement dated as of March 16, 1989
between the Registrant and the Chase Manhattan Bank, N.A., as Rights Agent,
containing a description of the Rights to purchase Series D Junior Participating
Preferred Stock, filed as Exhibit 1 to the Registrant's Current Report on Form
8-K dated March 28, 1989, SEC File No. 1-27.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act subsequent to the date of this Registration Statement
shall be deemed incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing such documents and prior to the filing
of a post-effective amendment to this Registration Statement which indicates
that all securities being offered herein have been sold or which deregisters all
securities then remaining unsold.
1
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under the provisions of Section 145 of the Delaware Corporation Law and
Article V of the By-Laws of the Registrant, directors and officers of the
Registrant are indemnified by the Registrant, under certain circumstances for
certain liabilities and expenses.
The Registrant would recover indemnification payments under the
provisions of its various directors and officers liability and company
reimbursement insurance policies, subject to deductibles and other specified
exclusions set forth in the policies. Further, directors or officers of the
Registrant may recover directly under the policies in certain instances where
the Registrant itself does not provide indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
ITEM 8. EXHIBITS
See Index to Exhibits
2
<PAGE>
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are
being made of the securities registered hereby, a post-effective
amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated
by reference in the Registration Statement.
(2) that, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's Annual Report on Form 10-K pursuant to Section 13(a) or Section
15(d) of the Exchange Act that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Harrison, State of New York, on the 29th day of
August, 1996.
TEXACO INC.
By: Carl B. Davidson
----------------------------------
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Peter I. Bijur ........................ Chairman of the Board and Chief
Executive Officer
(Principal Executive Officer)
William C. Bousquette ................. Senior Vice President and Chief
Financial Officer
(Principal Financial Officer)
Robert C. Oelkers ..................... Comptroller
(Principal Accounting Officer)
Directors:
Peter I. Bijur Thomas S. Murphy
John Brademas Charles H. Price, II
Willard C. Butcher Robin B. Smith
Edmund M. Carpenter William C. Steere, Jr.
Michael C. Hawley Thomas A. Vanderslice
Franklyn G. Jenifer William Wrigley
Allen J. Krowe
By: R. E. Koch Date: August 29, 1996
------------------------------------ -------------------------
Attorney-in-fact for the above-named
officers and directors
4
<PAGE>
INDEX TO EXHIBITS
The exhibits designated by an asterisk are incorporated herein by reference to
documents previously filed by Texaco Inc. with the Securities and Exchange
Commission, SEC File No. 1-27.
Exhibit
Number Exhibit
- ------- -------
*4(a) Restated Certificate of Incorporation of Texaco Inc.,
as amended to and including November 9, 1994, filed
as Exhibit 3.1 to Texaco Inc.'s Annual Report on Form
10-K for the year ended December 31, 1994 dated
March 27, 1995, incorporated by reference.
*4(b) By-Laws of Texaco Inc., as amended to and including
February 26, 1993, filed as Exhibit 3.2 to Texaco
Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1993; and refiled for EDGAR purposes
only as Exhibit 3.2 to Texaco Inc.'s Annual Report on
Form 10-K for the year ended December 31, 1994,
dated March 27, 1995, incorporated by reference.
*4(c) Rights Agreement dated as of March 16, 1989 between
the Registrant and the Chase Manhattan Bank, N.A., as
Rights Agent, containing a description of the Rights
to purchase Series D Junior Participating Preferred
Stock, filed as Exhibit 1 to the Registrant's Current
Report on Form 8-K dated March 28, 1989, incorporated
by reference.
23 Consent of Arthur Andersen LLP.
24.1 to 24.15 Powers of Attorney for certain Directors and
officers of Texaco Inc. authorizing the signing of
the registration statement on Form S-8 on their
behalf.
5
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-8 of our
report dated February 22, 1996 incorporated by reference in Texaco Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1995 and to all references
to our Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
New York, N.Y.
August 29, 1996
Exhibit 24.1
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints Robert E. Koch, Kjestine M. Anderson and Carl B. Davidson signing
singly, the undersigned's true and lawful attorneys-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and director of Texaco Inc.
(the "Company"), the Form S-8 Registration Statement (the "Form
S-8") of the Company providing for the registration under the
Securities Act of 1933 of shares of the Company's common stock
that may be issued under the Company's Stock Incentive Plan and
any amendment or amendments to such Form S-8 and any other
document in support thereof or supplemental thereto.
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute the Form S-8 and any amendment or amendments to such
Form S-8 and any other document in support thereof or
supplemental thereto and timely file such documents with the
United States Securities and Exchange Commission and any stock
exchange or similar authority, and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to each attorney-in-fact power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 26th day of July, 1996.
By: Peter I. Bijur
___________________________________
Chairman of the Board
and Chief Executive Officer
Director
Exhibit 24.2
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints Robert E. Koch, Kjestine M. Anderson and Carl B. Davidson signing
singly, the undersigned's true and lawful attorneys-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer of Texaco Inc. (the
"Company"), the Form S-8 Registration Statement (the "Form S-8")
of the Company providing for the registration under the
Securities Act of 1933 of shares of the Company's common stock
that may be issued under the Company's Stock Incentive Plan and
any amendment or amendments to such Form S-8 and any other
document in support thereof or supplemental thereto.
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute the Form S-8 and any amendment or amendments to such
Form S-8 and any other document in support thereof or
supplemental thereto and timely file such documents with the
United States Securities and Exchange Commission and any stock
exchange or similar authority, and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to each attorney-in-fact power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 26th day of July, 1996.
By: William C. Bousquette
__________________________________
Senior Vice President
and Chief Financial Officer
Exhibit 24.3
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints Robert E. Koch, Kjestine M. Anderson and Carl B. Davidson signing
singly, the undersigned's true and lawful attorneys-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer of Texaco Inc. (the
"Company"), the Form S-8 Registration Statement (the "Form S-8")
of the Company providing for the registration under the
Securities Act of 1933 of shares of the Company's common stock
that may be issued under the Company's Stock Incentive Plan and
any amendment or amendments to such Form S-8 and any other
document in support thereof or supplemental thereto.
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute the Form S-8 and any amendment or amendments to such
Form S-8 and any other document in support thereof or
supplemental thereto and timely file such documents with the
United States Securities and Exchange Commission and any stock
exchange or similar authority, and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to each attorney-in-fact power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 26th day of July, 1996.
By: Robert C. Oelkers
________________________________
Comptroller
Exhibit 24.4
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints Robert E. Koch, Kjestine M. Anderson and Carl B. Davidson signing
singly, the undersigned's true and lawful attorneys-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as a director of Texaco Inc. (the
"Company"), the Form S-8 Registration Statement (the "Form S-8")
of the Company providing for the registration under the
Securities Act of 1933 of shares of the Company's common stock
that may be issued under the Company's Stock Incentive Plan and
any amendment or amendments to such Form S-8 and any other
document in support thereof or supplemental thereto.
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute the Form S-8 and any amendment or amendments to such
Form S-8 and any other document in support thereof or
supplemental thereto and timely file such documents with the
United States Securities and Exchange Commission and any stock
exchange or similar authority, and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to each attorney-in-fact power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 26th day of July, 1996.
By: John Brademas
____________________________
Director
Exhibit 24.5
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints Robert E. Koch, Kjestine M. Anderson and Carl B. Davidson signing
singly, the undersigned's true and lawful attorneys-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as a director of Texaco Inc. (the
"Company"), the Form S-8 Registration Statement (the "Form S-8")
of the Company providing for the registration under the
Securities Act of 1933 of shares of the Company's common stock
that may be issued under the Company's Stock Incentive Plan and
any amendment or amendments to such Form S-8 and any other
document in support thereof or supplemental thereto.
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute the Form S-8 and any amendment or amendments to such
Form S-8 and any other document in support thereof or
supplemental thereto and timely file such documents with the
United States Securities and Exchange Commission and any stock
exchange or similar authority, and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to each attorney-in-fact power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 26th day of July, 1996.
By: Willard C. Butcher
_____________________________________
Director
Exhibit 24.6
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints Robert E. Koch, Kjestine M. Anderson and Carl B. Davidson signing
singly, the undersigned's true and lawful attorneys-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as a director of Texaco Inc. (the
"Company"), the Form S-8 Registration Statement (the "Form S-8")
of the Company providing for the registration under the
Securities Act of 1933 of shares of the Company's common stock
that may be issued under the Company's Stock Incentive Plan and
any amendment or amendments to such Form S-8 and any other
document in support thereof or supplemental thereto.
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute the Form S-8 and any amendment or amendments to such
Form S-8 and any other document in support thereof or
supplemental thereto and timely file such documents with the
United States Securities and Exchange Commission and any stock
exchange or similar authority, and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to each attorney-in-fact power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 26th day of July, 1996.
By: Edmund M. Carpenter
________________________________
Director
Exhibit 24.7
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints Robert E. Koch, Kjestine M. Anderson and Carl B. Davidson signing
singly, the undersigned's true and lawful attorneys-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as a director of Texaco Inc. (the
"Company"), the Form S-8 Registration Statement (the "Form S-8")
of the Company providing for the registration under the
Securities Act of 1933 of shares of the Company's common stock
that may be issued under the Company's Stock Incentive Plan and
any amendment or amendments to such Form S-8 and any other
document in support thereof or supplemental thereto.
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute the Form S-8 and any amendment or amendments to such
Form S-8 and any other document in support thereof or
supplemental thereto and timely file such documents with the
United States Securities and Exchange Commission and any stock
exchange or similar authority, and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to each attorney-in-fact power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 26th day of July, 1996.
By: Michael C. Hawley
__________________________________
Director
Exhibit 24.8
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints Robert E. Koch, Kjestine M. Anderson and Carl B. Davidson signing
singly, the undersigned's true and lawful attorneys-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as a director of Texaco Inc. (the
"Company"), the Form S-8 Registration Statement (the "Form S-8")
of the Company providing for the registration under the
Securities Act of 1933 of shares of the Company's common stock
that may be issued under the Company's Stock Incentive Plan and
any amendment or amendments to such Form S-8 and any other
document in support thereof or supplemental thereto.
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute the Form S-8 and any amendment or amendments to such
Form S-8 and any other document in support thereof or
supplemental thereto and timely file such documents with the
United States Securities and Exchange Commission and any stock
exchange or similar authority, and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to each attorney-in-fact power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 26th day of July, 1996.
By: Franklyn G. Jenifer
____________________________________
Director
Exhibit 24.9
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints Robert E. Koch, Kjestine M. Anderson and Carl B. Davidson signing
singly, the undersigned's true and lawful attorneys-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as a director of Texaco Inc. (the
"Company"), the Form S-8 Registration Statement (the "Form S-8")
of the Company providing for the registration under the
Securities Act of 1933 of shares of the Company's common stock
that may be issued under the Company's Stock Incentive Plan and
any amendment or amendments to such Form S-8 and any other
document in support thereof or supplemental thereto.
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute the Form S-8 and any amendment or amendments to such
Form S-8 and any other document in support thereof or
supplemental thereto and timely file such documents with the
United States Securities and Exchange Commission and any stock
exchange or similar authority, and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to each attorney-in-fact power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 26th day of July, 1996.
By: Allen J. Krowe
____________________________________
Director
Exhibit 24.10
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints Robert E. Koch, Kjestine M. Anderson and Carl B. Davidson signing
singly, the undersigned's true and lawful attorneys-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as a director of Texaco Inc. (the
"Company"), the Form S-8 Registration Statement (the "Form S-8")
of the Company providing for the registration under the
Securities Act of 1933 of shares of the Company's common stock
that may be issued under the Company's Stock Incentive Plan and
any amendment or amendments to such Form S-8 and any other
document in support thereof or supplemental thereto.
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute the Form S-8 and any amendment or amendments to such
Form S-8 and any other document in support thereof or
supplemental thereto and timely file such documents with the
United States Securities and Exchange Commission and any stock
exchange or similar authority, and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to each attorney-in-fact power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 26th day of July, 1996.
By: Thomas S. Murphy
_________________________________
Director
Exhibit 24.11
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints Robert E. Koch, Kjestine M. Anderson and Carl B. Davidson signing
singly, the undersigned's true and lawful attorneys-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as a director of Texaco Inc. (the
"Company"), the Form S-8 Registration Statement (the "Form S-8")
of the Company providing for the registration under the
Securities Act of 1933 of shares of the Company's common stock
that may be issued under the Company's Stock Incentive Plan and
any amendment or amendments to such Form S-8 and any other
document in support thereof or supplemental thereto.
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute the Form S-8 and any amendment or amendments to such
Form S-8 and any other document in support thereof or
supplemental thereto and timely file such documents with the
United States Securities and Exchange Commission and any stock
exchange or similar authority, and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to each attorney-in-fact power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 26th day of July, 1996.
By: Charles H. Price, II
_____________________________________
Director
Exhibit 24.12
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints Robert E. Koch, Kjestine M. Anderson and Carl B. Davidson signing
singly, the undersigned's true and lawful attorneys-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as a director of Texaco Inc. (the
"Company"), the Form S-8 Registration Statement (the "Form S-8")
of the Company providing for the registration under the
Securities Act of 1933 of shares of the Company's common stock
that may be issued under the Company's Stock Incentive Plan and
any amendment or amendments to such Form S-8 and any other
document in support thereof or supplemental thereto.
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute the Form S-8 and any amendment or amendments to such
Form S-8 and any other document in support thereof or
supplemental thereto and timely file such documents with the
United States Securities and Exchange Commission and any stock
exchange or similar authority, and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to each attorney-in-fact power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 26th day of July, 1996.
By: Robin B. Smith
_____________________________________
Director
Exhibit 24.13
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints Robert E. Koch, Kjestine M. Anderson and Carl B. Davidson signing
singly, the undersigned's true and lawful attorneys-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as a director of Texaco Inc. (the
"Company"), the Form S-8 Registration Statement (the "Form S-8")
of the Company providing for the registration under the
Securities Act of 1933 of shares of the Company's common stock
that may be issued under the Company's Stock Incentive Plan and
any amendment or amendments to such Form S-8 and any other
document in support thereof or supplemental thereto.
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute the Form S-8 and any amendment or amendments to such
Form S-8 and any other document in support thereof or
supplemental thereto and timely file such documents with the
United States Securities and Exchange Commission and any stock
exchange or similar authority, and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to each attorney-in-fact power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 26th day of July, 1996.
By: William C. Steere, Jr.
__________________________________
Director
Exhibit 24.14
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints Robert E. Koch, Kjestine M. Anderson and Carl B. Davidson signing
singly, the undersigned's true and lawful attorneys-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as a director of Texaco Inc. (the
"Company"), the Form S-8 Registration Statement (the "Form S-8")
of the Company providing for the registration under the
Securities Act of 1933 of shares of the Company's common stock
that may be issued under the Company's Stock Incentive Plan and
any amendment or amendments to such Form S-8 and any other
document in support thereof or supplemental thereto.
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute the Form S-8 and any amendment or amendments to such
Form S-8 and any other document in support thereof or
supplemental thereto and timely file such documents with the
United States Securities and Exchange Commission and any stock
exchange or similar authority, and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to each attorney-in-fact power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 26th day of July, 1996.
By: Thomas A. Vanderslice
__________________________________
Director
Exhibit 24.15
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints Robert E. Koch, Kjestine M. Anderson and Carl B. Davidson signing
singly, the undersigned's true and lawful attorneys-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as a director of Texaco Inc. (the
"Company"), the Form S-8 Registration Statement (the "Form S-8")
of the Company providing for the registration under the
Securities Act of 1933 of shares of the Company's common stock
that may be issued under the Company's Stock Incentive Plan and
any amendment or amendments to such Form S-8 and any other
document in support thereof or supplemental thereto.
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute the Form S-8 and any amendment or amendments to such
Form S-8 and any other document in support thereof or
supplemental thereto and timely file such documents with the
United States Securities and Exchange Commission and any stock
exchange or similar authority, and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to each attorney-in-fact power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 26th day of July, 1996.
By: William Wrigley
____________________________
Director
