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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That, TEXACO Inc., a
corporation organized and existing under the laws of the State of
Delaware (formerly named The Texas Company), acting herein by and
through H. 0. WOODRUFF, its duly au~horized Vice-President, has and
does hereby appoint B. D. McGrath, of Orleans Parish, State of Louisiana,
its true and lawful Attorney-in-Fact with power and authority for and
on beha.lf and in the name of Texaco Inc. to contract for and to pur-
chase lands, and oil, gas, sulphur, or other tnineral fees, and oil,
gas, sulphur or other mineral royalty interests; to apply for, contract
for, purchase and acquire oil, gas, sulphur, and mine~ral leases, sub-
leases, assignments, prospecting and other permits,~ licenses and _
other oil, gas~ sulphur and mineral agreements upon any and all pro-
perty of every nature and kind, whether privately or publicly owned;
to let or sublet any lands, leases, permits, licenses or other rights
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or privileges; to make and enter into unit, cooperative, pooling, N
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~oint operating, and any other agreements generally designed to accom- ~
plish conservation purposes,~including, but not limited to, those
whereby Texaco Inc. or others as Operator, shall develop and operate
~ for oil, gas,sulphur or other minerals; to release and surrender, in
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~ whole or in part, any lease, assignment, sublease, prospecting or
other permit or license in favor of, or any operating or other agree-
ment with or by, Texaco Inc.; to contract for the drilling and reworking
of wells and all related activities; to contract for the sale of oil'
and gas (including casinghead gas), sulphur, and other minerals, or
products therefrom, owned by Texaco Inc.; to contract for the pro-
cessing or treatment of natural gas from wells owned or operated by
Texaco Inc. and to undertake or agree to treat or process natural gas
~ from wells owned or operated by Texaco Inc. and to undertake or agree
~ to treat or process natural gas from wells owned or operated by others;
to agree to pay overriding or other royalties, carried interests~ or
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