1
EXHIBIT 3.5
COMMON STOCK
$0.10 PAR VALUE
INCORPORATED UNDER THE LAWS SEE REVERSE SIDE
OF THE STATE OF DELAWARE FOR LEGEND
CUSIP ______
THIS CERTIFICATE IS TRANSFERABLE IN
HOUSTON TX AND NEW YORK, NY SEE REVERSE SIDE
FOR CERTAIN CONDITIONS
PENNZOIL-QUAKER STATE COMPANY
THIS CERTIFIES THAT
FULLY-PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK
Pennzoil-Quaker State Company transferable on the books of the Corporation by
the holder hereof in person or by duly authorized attorney upon surrender of
this certificate properly endorsed. The shares represented hereby are issued and
shall be held subject to the provisions of the Certificate of Incorporation of
the Corporation, copies of which are on file with the Transfer Agents, to all of
which the holder by acceptance hereof assents. This certificate is not valid
unless countersigned by the Transfer Agent and registered by the Registrar.
Witness the facsimile signatures of its duly authorized officers.
Dated:
/s/ LINDA F. CONDIT /s/ JAMES L. PATE
- -------------------------------------- ---------------------------------
VICE PRESIDENT AND CORPORATE SECRETARY CHAIRMAN OF THE BOARD AND
REGISTERED CHIEF EXECUTIVE OFFICER
HARRIS TRUST AND SAVINGS BANK COUNTERSIGNED
REGISTRAR PENNZOIL COMPANY
By [HOUSTON, TX] TRANSFER AGENT
BY
AUTHORIZED SIGNATURE
AUTHORIZED SIGNATURE
2
PENNZOIL-QUAKER STATE COMPANY
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common UNIF GIFT MIN ACT -- _____________ Custodian ___________
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act _________________
in common (State)
Additional abbreviations may also be used though not in the above list
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO
REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING
OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF OF THE
CORPORATION, AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH
PREFERENCES AND/OR RIGHTS. SUCH REQUEST MAY BE MADE TO THE CORPORATION IN
HOUSTON, TEXAS OR TO EITHER TRANSFER AGENT.
For Value received, ______________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
[ ]
_______________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
________________________________________________________________________ Shares
of the Capital stock represented by the within certificate, and do hereby
irrevocably constitute and appoint ____________________________________________
___________________________________________________________________ Attorney to
transfer the said stock on the books of the within named Corporation with full
power of substitution in the premises.
Dated, ______________________________
Signature:
NOTICE: X ________________________________________
THE SIGNATURE TO THIS (SIGNATURE)
ASSIGNMENT MUST CORRES-
POND WITH THE NAME AS
WRITTEN UPON THE FACE
OF THE CERTIFICATE IN
EVERY PARTICULAR,
WITHOUT ALTERATION OR
ENLARGEMENT OR ANY
CHANGE WHATEVER. X ________________________________________
(SIGNATURE)
________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY
AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM), PURSUANT
TO S.E.C. RULE 17Ad-16,
________________________________________
SIGNATURE(S) GUARANTEED BY:
________________________________________
This certificate also __________ and causes the holder hereof to certain Rights
as set forth in the Rights Agreement (the "Rights Agreement") between
Pennzoil-Quaker State Company (the "Company") and ___________, the "Rights
Agent"), the terms of which are hereby incorporated herein by reference and a
copy of which is on file at the principal offices of the Company. Under certain
circumstances, as set forth in the Rights Agreement, such Rights will be
evidenced by separate certificates and will no longer be evidenced by this
certificate. The Company or the Rights Agent will mail to the holder of this
certificate a copy of the Rights Agreement as in effect on the date of mailing,
without charge promptly after receipt of a written request therefor. Under
certain circumstances set forth in the Rights Agreement, Rights beneficially
owned by or transferred to any Person who is, was or becomes an Acquiring Person
or an Affiliate or Associate thereof (as such terms are defined in the Rights
Agreement, and certain transferees thereof, will become null and void and will
no longer be transferable.