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EXHIBIT 1
JOINT FILING AGREEMENT
AGREEMENT, dated as of December 14, 1995, by and among the parties
identified on the signature pages hereto.
WHEREAS, each of the parties hereto beneficially owns shares of Common
Stock, par value $0.16 2/3 per share ("Common Stock"), or options to purchase
shares of Common Stock (collectively, the "Company Securities") of Tesoro
Petroleum Corporation, a Delaware corporation; and
WHEREAS, the parties hereto may be deemed to constitute a "group" with
respect to the beneficial ownership of the Company Securities for purposes of
Rule 13d-5 and Schedule 13D promulgated by the Securities and Exchange
Commission;
NOW, THEREFORE, the parties hereto agree as follows:
1. The parties hereto shall prepare a single statement
containing the information required by Schedule 13D with respect to their
respective interests in the Company Securities (the "Schedule 13D"), and the
Schedule 13D shall be filed on behalf of each of them.
2. Each party hereto shall be responsible for the timely
filing of the Schedule 13D and any necessary amendments thereto, and for the
completeness and accuracy of the information concerning him or it contained
therein, but shall not be responsible for the completeness and accuracy of the
information concerning any other party contained therein, except to the extent
that he or it knows or has reason to believe that such information is
inaccurate.
3. The parties hereby designate Xxxxx X. Xxxxxxxx,
Xxxxxx X. Xxxxx, Xxxx Xxxxxxx, Xxxxx X. Xxxxx and Xxxxxx X. Xxxxxxxx as the
Committee for New Management of Tesoro Petroleum Corporation in order to
facilitate a concerted action to enhance shareholder value of the Company.
4. This Agreement shall continue unless terminated by
any party hereto.
5. Xxxx X. Xxxxxxx, Esq. shall be designated as the
person authorized to receive notices and communications with respect to the
Schedule 13D and any amendments thereto.
6. This Agreement may be executed in counterparts, each
of which taken together shall constitute one and the same instrument.
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SIGNATURE PAGE TO JOINT FILING AGREEMENT
IN WITNESS WHEREOF, the undersigned have executed this
Agreement in one or more counterparts as of the date first above written.
/s/ Xxxxx X. Xxxxxxxx
----------------------------
Xxxxx X. Xxxxxxxx
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SIGNATURE PAGE TO JOINT FILING AGREEMENT
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Xxxxx X. Xxxxxxxx, his or its true and lawful attorney-in-fact and
agent with full power of substitution and re-substitution for him or it and in
his or its name, place and stead, in any and all capacities, to sign the
initial and any or all amendments to his or its Schedule 13D, dated December
22, 1995, with respect to the common stock of Tesoro Petroleum Corporation and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, any national securities
exchange and the corporation, granting unto said attorney-in-fact and agent
full power and authority, to do and perform each and every act and thing
necessary or appropriate to be done in and about the premises, to all intents
and purposes and as fully as he or it might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement in one or more counterparts as of the date first above written.
/s/ Xxxx Xxxxxxx
----------------------------
Xxxx Xxxxxxx
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SIGNATURE PAGE TO JOINT FILING AGREEMENT
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Xxxxx X. Xxxxxxxx, his or its true and lawful attorney-in-fact and
agent with full power of substitution and re-substitution for him or it and in
his or its name, place and stead, in any and all capacities, to sign the
initial and any or all amendments to his or its Schedule 13D, dated December
22, 1995, with respect to the common stock of Tesoro Petroleum Corporation and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, any national securities
exchange and the corporation, granting unto said attorney-in-fact and agent
full power and authority, to do and perform each and every act and thing
necessary or appropriate to be done in and about the premises, to all intents
and purposes and as fully as he or it might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement in one or more counterparts as of the date first above written.
/s/ Xxxxx X. Xxxxx
----------------------------
Xxxxx X. Xxxxx
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SIGNATURE PAGE TO JOINT FILING AGREEMENT
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Xxxxx X. Xxxxxxxx, his or its true and lawful attorney-in-fact and
agent with full power of substitution and re-substitution for him or it and in
his or its name, place and stead, in any and all capacities, to sign the
initial and any or all amendments to his or its Schedule 13D, dated December
22, 1995, with respect to the common stock of Tesoro Petroleum Corporation and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, any national securities
exchange and the corporation, granting unto said attorney-in-fact and agent
full power and authority, to do and perform each and every act and thing
necessary or appropriate to be done in and about the premises, to all intents
and purposes and as fully as he or it might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement in one or more counterparts as of the date first above written.
/s/ Xxxxxx X. Xxxxxxxx
----------------------------
Xxxxxx X. Xxxxxxxx
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SIGNATURE PAGE TO JOINT FILING AGREEMENT
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Xxxxx X. Xxxxxxxx, his or its true and lawful attorney-in-fact and
agent with full power of substitution and re-substitution for him or it and in
his or its name, place and stead, in any and all capacities, to sign the
initial and any or all amendments to his or its Schedule 13D, dated December
22, 1995, with respect to the common stock of Tesoro Petroleum Corporation and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, any national securities
exchange and the corporation, granting unto said attorney-in-fact and agent
full power and authority, to do and perform each and every act and thing
necessary or appropriate to be done in and about the premises, to all intents
and purposes and as fully as he or it might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement in one or more counterparts as of the date first above written.
/s/ Xxxx Xxxxxxx
----------------------------
Xxxx Xxxxxxx
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SIGNATURE PAGE TO JOINT FILING AGREEMENT
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Xxxxx X. Xxxxxxxx, his or its true and lawful attorney-in-fact and
agent with full power of substitution and re-substitution for him or it and in
his or its name, place and stead, in any and all capacities, to sign the
initial and any or all amendments to his or its Schedule 13D, dated December
22, 1995, with respect to the common stock of Tesoro Petroleum Corporation and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, any national securities
exchange and the corporation, granting unto said attorney-in-fact and agent
full power and authority, to do and perform each and every act and thing
necessary or appropriate to be done in and about the premises, to all intents
and purposes and as fully as he or it might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement in one or more counterparts as of the date first above written.
XXXXXXX CHILDREN'S TRUST
By: /s/ Xxxx Xxxxxxx
----------------------------
Name: Xxxx Xxxxxxx
Title: Trustee
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SIGNATURE PAGE TO JOINT FILING AGREEMENT
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Xxxxx X. Xxxxxxxx, his or its true and lawful attorney-in-fact and
agent with full power of substitution and re-substitution for him or it and in
his or its name, place and stead, in any and all capacities, to sign the
initial and any or all amendments to his or its Schedule 13D, dated December
22, 1995, with respect to the common stock of Tesoro Petroleum Corporation and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, any national securities
exchange and the corporation, granting unto said attorney-in-fact and agent
full power and authority, to do and perform each and every act and thing
necessary or appropriate to be done in and about the premises, to all intents
and purposes and as fully as he or it might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement in one or more counterparts as of the date first above written.
XXXXXX X. AND XXXXXXX X. XXXXXXXX
REVOCABLE TRUST
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Co-Trustee
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SIGNATURE PAGE TO JOINT FILING AGREEMENT
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Xxxxx X. Xxxxxxxx, his or its true and lawful attorney-in-fact and
agent with full power of substitution and re-substitution for him or it and in
his or its name, place and stead, in any and all capacities, to sign the
initial and any or all amendments to his or its Schedule 13D, dated December
22, 1995, with respect to the common stock of Tesoro Petroleum Corporation and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, any national securities
exchange and the corporation, granting unto said attorney-in-fact and agent
full power and authority, to do and perform each and every act and thing
necessary or appropriate to be done in and about the premises, to all intents
and purposes and as fully as he or it might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement in one or more counterparts as of the date first above written.
XXXXXX X. XXXXXXXX MONEY PURCHASE,
PENSION AND PROFIT SHARING XXXXX
PLAN TRUSTS
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Trustee
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SIGNATURE PAGE TO JOINT FILING AGREEMENT
IN WITNESS WHEREOF, the undersigned have executed this
Agreement in one or more counterparts as of the date first above written.
XXXXXX MANAGEMENT CORP.
/s/ Xxxxx X. Xxxxxxxx
----------------------------
By: Xxxxx X. Xxxxxxxx
President
