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EXHIBIT 10(a)
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement ("Amendment") is made and
entered into as of the 10th day of May, 1996, by and between Quaker State
Corporation (the "Corporation"), a Delaware corporation, and Herbert M. Baum
(the "Executive"), an individual currently residing in Dallas, Texas.
WHEREAS, the Corporation and the Executive entered into an Employment
Agreement (the "Agreement") dated as of August 1, 1994; and
WHEREAS, the parties desire by this Amendment to modify certain terms
of the Agreement;
NOW, therefore, the Corporation and the Employee, in consideration of
their mutual covenants herein, hereby agree as follows:
1. All capitalized terms used in this Amendment without definition shall
have the meanings assigned to them in the Agreement.
2. Paragraph 1(a) of the Agreement is hereby amended and restated in its
entirety to provide as follows:
(a) Employment. The Corporation hereby offers to employ
the Executive, and the Executive hereby accepts such employment, for
the term set forth in Paragraph 1(b).
3. The first sentence of Paragraph 2 of the Agreement is hereby amended
and restated in its entirety to provide as follows:
2. Duties. During the period of employment from August
1, 1994 through June 30, 1995, the Executive shall serve as Chairman,
President and Chief Executive Officer of the Corporation, and during
the period of employment commencing July 1, 1995, the Executive shall
serve as Chairman and Chief Executive Officer of the Corporation, and
in each case, he shall have all powers and duties consistent with such
positions subject to the direction of the Board.
4. Subparagraphs (a) and (b) of Paragraph 10 are hereby amended and
restated in their entirety to provide as follows:
(a) if to the Board or the Corporation, to:
Quaker State Corporation
225 East John Carpenter Freeway
Irving, Texas 75062
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Attention: Secretary
(b) if to the Executive, to:
Herbert M. Baum
5101 Lakehill Court
Dallas, Texas 75220
In witness whereof, the parties hereto have executed this Amendment as
of the day and year first above written.
QUAKER STATE CORPORATION
By: /s/ Conrad A. Conrad
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Title: Vice Chairman / CFO
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EXECUTIVE
/s/ Herbert M. Baum
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Herbert M. Baum