EXHIBIT 99.5
PENNZOIL-QUAKER STATE COMPANY
SAVINGS AND INVESTMENT PLAN FOR HOURLY EMPLOYEES
(As Amended and Restated Effective January 1, 2001)
First Amendment
Pennzoil-Quaker State Company, a Delaware corporation (the "Company"),
having adopted the Pennzoil-Quaker State Company Savings and Investment Plan for
Hourly Employees, effective January 1, 1999 (the "Plan"), having amended and
restated the Plan, effective January 1, 2001 and having reserved the right to
amend the Plan under Section 10.04 of the Plan, does hereby amend the Plan,
effective as herein provided. A number of the provisions of this First Amendment
(the "Amendment") are adopted to reflect certain provisions of the Economic
Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA"). This Amendment is
intended as good faith compliance with the requirements of EGTRRA and the
guidance issued thereunder. This Amendment shall supercede the provisions of the
Plan to the extent those provisions are inconsistent with the provisions of this
Amendment.
1. Article I of the Plan is hereby amended, effective January 1, 2002,
by amending the first sentence in the second paragraph of the definition of
Compensation to read as follows:
"The annual compensation of each participant taken into account in
determining allocations for any Plan Year beginning after December 31,
2001, shall not exceed $200,000, as adjusted for cost-of-living
increases in accordance with Section 401(a)(17)(B) of the Code."
2. Subparagraph (b) of Section 4.1 of the Plan is hereby eliminated in
its entirety and subparagraph (a) is hereby amended in its entirety to read as
follows:
"Each eligible Employee who elects to make Pre-Tax Contributions for a
Plan Year shall initially elect to defer a portion of his salary in
whole percentages of not less than 1% and not
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more than 25% of his Compensation, subject to the limitations set
forth in the following schedule:
Fixed Contribution Rate:
<Table>
<Caption>
Maximum Pre-Tax
Years of and After-Tax
Participation Contribution Rate
------------- -----------------
Less than 5 years 9%
5-10 years 10%
More than 10 years 25%
</Table>
No Member shall be permitted to make Pre-Tax Contributions under this
Plan or any other Plan of the Company during any Plan Year, in excess
of the dollar limitation contained in Section 402(g) of the Code in
effect for such Plan Year, except to the extent permitted under
paragraph 4 of this Amendment (the new Section 4.3 of the Plan) and
Section 414(v) of the Code, if applicable."
3. The first paragraph of Section 4.2 is hereby amended in its
entirety to read as follows:
"Each eligible Employee, regardless of whether he has elected to defer
any percentage of his salary in the form of Pre-Tax Contributions to
the Plan may elect to make After-Tax Contributions of not less than
one percent (1%) and not more than twenty-five percent (25%) of his
Compensation; provided, however, that the aggregate of a Member's
Pre-Tax Contributions and After-Tax Contributions be limited to the
maximum rate based on years of Participation as set forth in Section
4.1 and shall not total, in any event, more than twenty-five percent
(25%) of the Member's Compensation."
4. Article IV of the Plan is hereby amended, effective January 1,
2002, by adding a new section 4.3 to read as follows and by renumbering the
subsequent sections accordingly:
"Section 4.3 Catch-Up Contributions. All Members who are eligible to
make Pre-Tax Contributions under this Plan and who have attained age
50 before the close of the Plan Year shall be eligible to make
catch-up contributions in accordance with, and subject to the
limitations of, Section 414(v) of the Code. Such
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catch-up contributions shall not be taken into account for purposes of
the provisions of the Plan implementing the required limitations of
Sections 402(g) and 415 of the Code. The Plan shall not be treated as
failing to satisfy the provisions of the Plan implementing the
requirements of Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or
416 of the Code, as applicable, by reason of the making of such
catch-up contributions.
No Member shall be permitted to have elective deferrals made under
this Plan, or any other qualified plan maintained by the Employer
during any taxable year in excess of the dollar limitation contained
in Code Section 402(g) in effect for such taxable year, except to the
extent permitted under this Section and Code Section 414(v), if
applicable."
5. The first sentence of Section 4.3 (now Section 4.4 as provided
above) is hereby amended, effective January 1, 2002, by eliminating the opening
reference to former Members of the Blue Coral Plan.
6. Subparts A and B in Section 5.3III(4) are hereby amended, effective
January 1, 2002, to read as follows:
"Maximum Permissible Amount. Except to the extent permitted under
paragraph 4 of this Amendment and Section 414(v) of the Code, if
applicable, the Maximum Permissible Amount with respect to any Member
shall be the lesser of:
(A) $40,000, as adjusted for increases in the cost-of-living under
section 415(d) of the Code, or
(B) 100 percent of the participant's compensation within the meaning
of Section 415(c)(3) of the Code, for the limitation year.
7. The first sentences of Sections 6.5 and 6.6 are hereby amended,
effective January 1, 2002, by eliminating the opening references to former
Members of the Blue Coral Plan.
8. Section 6.5 of the Plan is hereby amended, effective January 1,
2002 by adding a paragraph thereto to read as follows:
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"Notwithstanding anything herein to the contrary, a Member who
receives a distribution of Pre-Tax Contributions after December 31, 2001, on
account of hardship shall be prohibited from making Pre-Tax Contributions under
this and all other plans of the Company for 6 months after receipt of the
distribution."
9. Article VII of the Plan is hereby amended by adding a Section 7.6
in its entirety, effective January 1, 2002, to read as follows:
"7.6 In-Service Distributions: A Member's Employer Contribution
Account, Pre-Tax Contribution Account, After-Tax Contribution Account,
Prior-Plan Account, and Rollover Account and earnings attributable to
those Accounts shall be distributed on account of the Member's
severance from employment. However, such a distribution shall be
subject to the other provisions of the Plan regarding distributions
other than provisions that require a separation from service before
amounts may be distributed."
10. Section 8.2 of the Plan is hereby amended, effective January 1,
2002, by adding the following paragraphs thereto:
"For purposes of the direct rollover provisions in this section of the
Plan, an eligible retirement plan shall also mean an annuity contract
described in Section 403(b) of the Code and an eligible plan under
Section 457(b) of the Code which is maintained by a state, political
subdivision of a state, or any agency or instrumentality of a state or
political subdivision of a state and which agrees to separately
account for amounts transferred into such plan from this Plan. The
definition of eligible retirement plan shall also apply in the case of
a distribution to a surviving spouse, or to a spouse or former spouse
who is the alternate payee under a qualified domestic relations order,
as defined in Section 414(p) of the Code.
For purposes of the direct rollover provisions in this section of the
Plan, any amount that is distributed on account of hardship shall not
be an eligible rollover distribution and the distributee may not elect
to have any portion of such a distribution paid directly to an
eligible retirement plan.
For purposes of the direct rollover provisions of this section of the
Plan, a portion of a distribution shall not fail to be an eligible
rollover distribution merely because the portion consists of after-
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tax employee contributions which are not includible in gross income.
However, such portion may be transferred only to an individual
retirement account or annuity described in Section 408(a) or (b) of
the Code, or to a qualified defined contribution plan described in
Section 401(a) or 403(a) of the Code that agrees to separately account
for amounts so transferred, including separately accounting for the
portion of such distribution which is includible in gross income and
the portion of such distribution which is not so includible."
11. The first paragraph of Section 9.2 of the Plan is hereby amended,
effective June 30, 2002, by replacing the last sentence therein with the
following:
"Notwithstanding anything herein to the contrary, effective June 30,
2002 the Investment Funds maintained under the Plan shall no longer
include the Newmont Mining Corporation Stock Fund and the Devon Stock
Fund and any Member with assets invested in such funds shall elect to
either withdraw the assets, if vested, in such funds or transfer the
assets to other Investment Funds as provided in Section 9.2 of the
Plan."
12. Section 12.10 of the Plan is hereby amended, effective January 1,
2002, by adding a sentence thereto to read as follows:
"The multiple use test described in Treasury Regulation Section
1.401(m)-2 and in the Section of the Plan shall not apply for Plan
Years beginning after December 31, 2001."
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IN WITNESS WHEREOF, Pennzoil-Quaker State Company has caused these
documents to be executed by its duly authorized officer in a number of copies,
each of which shall be deemed an original but all of which shall constitute but
one and the same instrument which may be sufficiently evidenced by any executed
copy hereof, this 21st day of November, 2001.
PENNZOIL-QUAKER STATE COMPANY
By /s/ RAYMOND T. FISCHER
--------------------------
Raymond T. Fischer
Agent and Attorney-in-fact
Attest:
/s/ LINDA F. CONDIT
- -------------------
Secretary
[SEAL]
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