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EXHIBIT 99.2
PENNZOIL-QUAKER STATE COMPANY
SAVINGS AND INVESTMENT PLAN
(As Established January 1, 1999)
Third Amendment
Pennzoil-Quaker State Company, a Delaware corporation
("Pennzoil"), having established the Pennzoil-Quaker State Company Savings and
Investment Plan, effective January 1, 1999, (the "Plan") and having reserved the
right under Section 10.4 thereof to amend the Plan does hereby amend the Plan,
effective as of the dates specified herein, as follows:
1. The second and third sentences under the definition of
Employee in Article I of the Plan are hereby amended, in their entirety,
effective as of January 1, 2000, to read as follows:
"Notwithstanding anything herein to the contrary, the term "Employee"
excludes any person who performs services for an Employer pursuant to
an arrangement wherein the person is designated as a consultant or
independent contractor, or any leased employee. For purposes of this
section, the term "leased employee" means any person who is not
employed by an Employer but who provides services performed under the
primary direction or control of the Employer and pursuant to an
agreement between the Employer and a third party."
2. Section 4.10 of the Plan is hereby amended in its entirety,
effective as of May 8, 2000, to read as follows:
"4.10 Prior Plan Account: The Committee shall instruct the
Trustee to accept a transfer of a Member's Prior Plan Account. That
portion of a Member's Prior Plan account consisting of full shares of
Devon Energy Corporation common stock (formerly PennzEnergy Company
common stock and hereinafter 'Devon Stock'), Battle Mountain Gold
Company common stock ('BMGC Stock'), and that Pennzoil-Quaker State
Company common stock ('Pennzoil-Quaker State Stock') held in a frozen
account by the Member in the Prior Plan shall be maintained in the
Trust Fund on behalf of the Member as a separate account under this
Plan, which shall be designated as a Prior Plan Account. The BMGC Stock
shall at all times remain invested in such stock. Except as provided
below, no portion of any such Prior Plan Account may be commingled with
other assets of the Trust Fund for investment purposes and any cash
dividends or other income paid with respect to the Account
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shall be reinvested in Pennzoil-Quaker State Company Stock. Such Prior
Plan Account shall at all times be 100% vested in the Employee or
Member, shall not share in Employer Matching Contribution allocations,
and with respect to BMGC Stock and Devon Stock shall not share in the
Income of the Trust Fund. Subject to such rules and procedures as may
be adopted by the Committee and communicated to the Members, any Member
may withdraw any or all of that portion of the Member's Prior Plan
Account attributable to employer contributions (the "Prior Plan
Employer Account") by giving the Committee appropriate timely written
notice of such withdrawal. Upon termination of employment, the total
amount of the Prior Plan Account shall be distributed in kind in
accordance with Article VIII. As provided under Section 9.2, 9.3 and
9.4 of the Plan, a Member who has a Prior Plan Account may elect to
invest all or any part of such Prior Plan Account other than those
assets held in BMGC Stock in any of the Investment Funds authorized
under Section 9.3."
3. The first paragraph of Section 9.2 of the Plan is hereby
amended in its entirety, effective as May 8, 2000, to read as follows:
"9.2 Investment Funds: The Trustee shall divide the Trust Fund
into the Company Stock Fund, the Battle Mountain Gold Company Stock
Fund, the Devon Stock Fund (as hereinafter defined) and such additional
Investment Funds which shall be selected and reviewed from time to time
by the Investment Committee. The Devon Stock Fund, formerly the
PennzEnergy Company Stock Fund, is a frozen fund established effective
as of December 31, 1998, consisting only of shares of common stock of
Devon Energy Corporation, and cash in lieu of fractional shares. Each
Member's assets held in the Devon Stock Fund shall be further divided
into two sub-accounts, the Devon Employee Account and the Devon
Employer Account. Any cash dividends or other income paid with respect
to the Devon Fund shall be reinvested in Pennzoil-Quaker State Company
Stock. A Member who has a Devon Employee Account or Devon Employer
Account may elect to invest all or any part of such Devon Employee
Account or Devon Employer Account in any of the Investment Funds
authorized herein. Subject to such rules and procedures as may be
adopted by the Committee and communicated to Members, any Member who
has a Devon Employer Account may withdraw all of such account by giving
the Committee appropriate timely written notice of such withdrawal.
Notwithstanding the foregoing, Matching Contributions on behalf of each
Member who is employed by Penreco shall be invested, during the Member'
employment by Penreco, proportionately among those Investment Funds
selected by the Member for the investment of such Member's After-Tax
and Pre-Tax Contribution Account."
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IN WITNESS WHEREOF, Pennzoil-Quaker State Company has
caused these presents to be executed by its duly authorized officers in a number
of copies, all of which shall constitute one and the same instrument, which may
be sufficiently evidenced by any executed copy thereof, this 2nd day of August,
2000, but effective as herein provided.
PENNZOIL-QUAKER STATE COMPANY
By: /s/ RAYMOND T. FISCHER
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Raymond T. Fischer
Agent and Attorney-in-Fact
ATTEST:
/s/ LINDA F. CONDIT
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Secretary
[SEAL]