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EXHIBIT 99.3
PENNZOIL-QUAKER STATE COMPANY
SAVINGS AND INVESTMENT PLAN
FOR HOURLY EMPLOYEES
(As Amended and Restated Effective October 1, 1994)
Sixth Amendment
Pennzoil Company, a Delaware corporation ("Pennzoil"), having
established the Pennzoil Company Savings and Investment Plan for Hourly
Employees, effective January 1, 1989, and having thereafter amended and restated
said Plan effective October 1, 1994 (the "Plan"), by action of the Board of
Directors of Pennzoil on December 2, 1998 transferred the Plan to Pennzoil
Products Company, renamed the company Pennzoil-Quaker State Company (the
"Company"), and concurrent therewith transferred the right under Section 10.4
thereof to amend the Plan. Therefore, the Company does hereby amend the Plan,
effective as of May 8, 2000, as follows: 1. Section 4.11 of the Plan is hereby
amended in its entirety, to read as follows:
"4.11 Prior Savings Plan Accounts: The Committee shall instruct
the Trustee to accept a transfer of a Member's Prior Savings Plan
Account including 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
cash in lieu of fractional shares from the Prior Savings Plan, which
assets are attributable to the Member's interest in such Prior Savings
Plan. Any such transferred assets 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 Savings Plan Account. The BMGC Stock
shall at all times remain invested in such stock. Except as provided
below, no portion of any such Prior Savings 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 such stock
funds shall be reinvested in Pennzoil-Quaker State Company Common
Stock. Such Prior Savings Plan Account shall at all times be 100%
vested in the Employee or Member, shall not share in the Employer
Matching Contribution allocations, and with respect to BMGC Stock and
Devon Stock shall not share in the Income of the Trust Fund in
accordance with Section 5.2. Subject to such rules and procedures as
may be adopted by the Committee and communicated to Members, any Member
may withdraw any or all of that portion of the Member's Prior Savings
Plan Account attributable to employer contributions (the "Prior Plan
Employer Account") by giving the Committee appropriate timely written
notice of such withdrawal.
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Upon termination of employment, the total amount of the Prior Savings
Plan Account invested in the BMGC or Devon Stock Funds shall be
distributed in kind in accordance with Article VIII. A Member who has a
Prior Savings Plan Account may elect to invest all or any part of such
Prior Savings Plan Account, other than those assets held in BMGC Stock,
in any of the Investment Funds authorized under Section 9.2."
2. The first paragraph of Section 9.2 of the Plan is hereby amended in
its entirety, to read as follows:
"The Trustee shall divide the Trust Fund into the Company
Stock Fund, the Devon Stock Fund (as hereinafter defined), the Battle
Mountain Gold Company Stock Fund and such other 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."
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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]