<PAGE>
                                                                    EXHIBIT 99.4

              PENNZOIL-QUAKER STATE COMPANY SAVINGS AND INVESTMENT
                            PLAN FOR HOURLY EMPLOYEES

               (As Amended and Restated Effective January 1, 2001)



<PAGE>

              PENNZOIL-QUAKER STATE COMPANY SAVINGS AND INVESTMENT
                            PLAN FOR HOURLY EMPLOYEES

               (As Amended and Restated Effective January 1, 2001)

                                      INDEX

<Table>
<S>                   <C>                                                                                      <C>
ARTICLE I             DEFINITIONS.................................................................................3
                      Account.....................................................................................3
                      Affiliate...................................................................................3
                      After-Tax Contribution Account..............................................................3
                      After-Tax Contributions.....................................................................3
                      ARU.........................................................................................3
                      Bargaining Agreement........................................................................3
                      Beneficiary.................................................................................3
                      Blue Coral Plan.............................................................................3
                      Board of Directors..........................................................................3
                      Code........................................................................................3
                      Committee...................................................................................4
                      Company.....................................................................................4
                      Compensation................................................................................4
                      Effective Date..............................................................................4
                      Eligible Members............................................................................4
                      Employee....................................................................................4
                      Employer....................................................................................4
                      Employer Matching Contribution Account......................................................5
                      Employer Matching Contributions.............................................................5
                      Entry Date..................................................................................5
                      ERISA.......................................................................................5
                      Forfeiture..................................................................................5
                      Income of the Trust Fund....................................................................5
                      Investment Fund.............................................................................5
                      Leased Employee.............................................................................5
                      Member......................................................................................5
                      Plan........................................................................................5
                      Plan Quarter................................................................................5
                      Plan Year...................................................................................5
                      Pre-Tax Contribution Account................................................................6
                      Pre-Tax Contributions.......................................................................6
                      Prior Plan..................................................................................6
                      Prior Plan Account..........................................................................6
                      Prior Plan Member...........................................................................6
                      Prior Savings Plan Account..................................................................6
                      Retirement Date.............................................................................6
                      Rollover Account............................................................................6
                      Rollover Amount.............................................................................6
                      Service.....................................................................................6
</Table>



                                        i
<PAGE>

<Table>
<Caption>
                                                                                                               Page
                                                                                                               ----
<S>                   <C>                                                                                      <C>
                      Trust Agreement.............................................................................6
                      Trust Fund..................................................................................6
                      Trustee.....................................................................................7
                      Valuation Date..............................................................................7

ARTICLE II            ADMINISTRATION OF THE PLAN..................................................................8
         2.1          Allocation of Responsibility Among Fiduciaries for Plan and
                      Trust Administration........................................................................8
         2.2          Appointment of Committee....................................................................8
         2.3          Records and Reports.........................................................................9
         2.4          Other Committee Powers and Duties...........................................................9
         2.5          Rules and Decisions........................................................................10
         2.6          Committee Procedure........................................................................10
         2.7          Authorization of Benefit Payments..........................................................10
         2.8          Payment of Expenses........................................................................10
         2.9          Application and Forms for Benefits.........................................................11
         2.10         Committee Liability........................................................................11
         2.11         Quarterly Statements.......................................................................11
         2.12         Annual Audit...............................................................................12
         2.13         Funding Policy.............................................................................12
         2.14         Allocation and Delegation of Committee Responsibilities....................................12

ARTICLE III           PARTICIPATION AND SERVICE..................................................................13
         3.1          Eligibility for Participation..............................................................13
         3.2          Notification of Eligible Employees.........................................................13
         3.3          Applications by Employees..................................................................13
         3.4          Service....................................................................................13
         3.5          Termination of Service.....................................................................14
         3.6          Break In Service...........................................................................14
         3.7          Participation and Service Upon Re-Employment...............................................14
         3.8          Transferred Members........................................................................15
         3.9          Beneficiary Upon Death.....................................................................15
         3.10         Qualified Election.........................................................................16
         3.11         Penreco Employees..........................................................................16
         3.12         Qualified Military Service.................................................................16

ARTICLE IV            CONTRIBUTIONS AND FORFEITURES..............................................................17
         4.1          Pre-Tax Contributions......................................................................17
         4.2          After-Tax Contributions....................................................................17
         4.3          Employer Matching Contributions............................................................18
         4.4          Employer Matching Contributions and Pre-Tax Contributions to be
                      Tax Deductible.............................................................................18
         4.5          Change of Elections and Suspension of Allotments...........................................19
         4.6          Delivery to Trustee........................................................................19
         4.7          Application of Funds.......................................................................19
         4.8          Disposition of Forfeitures.................................................................19
</Table>



                                       ii
<PAGE>

<Table>
<Caption>
                                                                                                               Page
                                                                                                               ----
<S>                   <C>                                                                                      <C>
         4.9          Rollover Accounts..........................................................................20
         4.10         Prior Plan Accounts........................................................................20
         4.11         Prior Savings Plan Accounts................................................................20

ARTICLE V             MEMBER ACCOUNTS............................................................................22
         5.1          Individual Accounts........................................................................22
         5.2          Account Adjustments........................................................................22
         5.3          Limitations on Contributions...............................................................23
         5.4          Valuation of Trust Fund....................................................................27
         5.5          Recognition of Different Investment Funds..................................................28

ARTICLE VI            VOLUNTARY WITHDRAWALS......................................................................29
         6.1          Withdrawal from After-Tax Contribution, Prior Plan Savings Account and Rollover
                      Accounts...................................................................................29
         6.2          Withdrawal from Employer Matching Contribution Account.....................................29
         6.3          Limitation on Withdrawals..................................................................29
         6.4          Withdrawal from Pre-Tax Contribution Account...............................................29
         6.5          Hardship Withdrawals.......................................................................29
         6.6          Loans to Members...........................................................................30

ARTICLE VII           MEMBERS' BENEFITS..........................................................................33
         7.1          Retirement of Members on or after Retirement Date..........................................33
         7.2          Disability of Members......................................................................33
         7.3          Death of Members...........................................................................33
         7.4          Other Termination of Service...............................................................33
         7.5          Valuation Dates Determinative of Member's Rights...........................................34

ARTICLE VIII          PAYMENT OF BENEFITS........................................................................35
         8.1          Payment of Benefits........................................................................35
         8.2          Direct Rollovers...........................................................................36
         8.3          Presenting Claims for Benefits.............................................................36
         8.4          Claims Review Procedure....................................................................37
         8.5          Disputed Benefits..........................................................................38

ARTICLE IX            TRUST AGREEMENT; INVESTMENT FUNDS; INVESTMENT
                       DIRECTIONS................................................................................39
         9.1          Trust Agreement............................................................................39
         9.2          Investment Funds...........................................................................39
         9.3          Benefits Paid Solely from Trust Fund.......................................................40
         9.4          Committee Directions to Trustee............................................................40
         9.5          Authority to Designate Investment Manager..................................................40

ARTICLE X             ADOPTION OF PLAN BY OTHER ORGANIZATIONS; SEPARATION
                      OF THE TRUST FUND; AMENDMENT AND TERMINATION OF
                      THE PLAN; DISCONTINUANCE OF CONTRIBUTIONS TO THE TRUST FUND................................41
         10.1         Adoptive Instrument........................................................................41
</Table>



                                       iii
<PAGE>

<Table>
<Caption>
                                                                                                               Page
                                                                                                               ----
<S>                   <C>                                                                                      <C>
         10.2         Separation of the Trust Fund...............................................................41
         10.3         Voluntary Separation.......................................................................42
         10.4         Amendment of the Plan......................................................................42
         10.5         Acceptance or Rejection of Amendment by Employers..........................................42
         10.6         Termination of the Plan....................................................................42
         10.7         Liquidation and Distribution of Trust Fund Upon Termination................................43
         10.8         Effect of Termination or Discontinuance of Contributions...................................43
         10.9         Merger of Plan with Another Plan...........................................................44
         10.10        Consolidation or Merger with Another Employer..............................................44

ARTICLE XI            MISCELLANEOUS PROVISIONS...................................................................45
         11.1         Terms of Employment........................................................................45
         11.2         Controlling Law............................................................................45
         11.3         Invalidity of Particular Provisions........................................................45
         11.4         Non-Alienation of Benefits.................................................................45
         11.5         Payments in Satisfaction of Claims of Members..............................................45
         11.6         Payments Due Minors and Incompetents.......................................................46
         11.7         Impossibility of Diversion of Trust Fund...................................................46
         11.8         Evidence Furnished Conclusive..............................................................46
         11.9         Copy Available to Members..................................................................46
         11.10        Unclaimed Benefits.........................................................................46
         11.11        Headings for Convenience Only..............................................................47
         11.12        Successors and Assigns.....................................................................47
         11.13        Plan Conditioned upon Internal Revenue Service Approval....................................47

ARTICLE XII           TESTING OF CONTRIBUTIONS...................................................................48
         12.1         Definitions................................................................................48
         12.2         Actual Deferral Percentage.................................................................48
         12.3         Actual Deferral Percentage Limits..........................................................49
         12.4         Reduction of Pre-Tax Contribution Rates by Leveling Method.................................49
         12.5         Increase in Pre-Tax Contribution Rates.....................................................50
         12.6         Excess Pre-Tax Contributions...............................................................50
         12.7         Contribution Percentage....................................................................52
         12.8         Contribution Percentage Limits.............................................................53
         12.9         Treatment of Excess Aggregate Contributions................................................53
         12.10        Multiple Use of Alternative Limitation.....................................................54
</Table>



                                       iv
<PAGE>

              PENNZOIL-QUAKER STATE COMPANY SAVINGS AND INVESTMENT
                            PLAN FOR HOURLY EMPLOYEES

               (As Amended and Restated Effective January 1, 2001)


                  Pennzoil Company, a Delaware corporation (the "Company"),
established the Pennzoil Company Savings and Investment Plan for Hourly
Employees, effective January 1, 1989 (the "Plan"), and a related trust for the
benefit of certain of its employees eligible to participate in the Plan pursuant
to a collective bargaining agreement which provides for participation in the
Plan. The Plan and Trust also holds the account balances of certain employees
attributable to their participation in the Roosevelt Refinery Hourly Employees
Retirement Savings Plan, which plan has been merged herewith.

                  The purpose of this Plan is to encourage employees to save,
and invest systematically, a portion of their current compensation in order that
they may have an additional source of income upon their retirement or
disability, or for their family in the event of their death. The Plan is a
trusteed plan and the benefits provided hereunder will be in addition to
benefits employees are entitled to receive under any other employee benefit
programs of the Company and under the Federal Social Security Act.

                  Effective as of October 1, 1994, the Board of Directors of the
Company authorized the amendment, restatement and continuation of the prior Plan
in the form of this plan to comply with the provisions of the Tax Reform Act of
1986 and to make certain other changes therein, including changes relating to
investment fund alternatives and employee loans, effective October 1, 1994.

                  In connection with Pennzoil Company's spinoff of Pennzoil
Products Company ("PPC") and PPC's merger with Quaker State Corporation
effective December 30, 1998, the Company was renamed the Pennzoil-Quaker State
Company and the name of the Plan was changed to the Pennzoil-Quaker State
Company Savings and Investment Plan for Hourly Employees. Effective January 1,
2001, the Board of Directors of the Company authorized the merger of the Blue
Coral, Inc. Savings Incentive Plan (the "Blue Coral Plan") into this Plan.

                  Also effective as of January 1, 2001, the Board of Directors
of the Company authorized the amendment and restatement of the Plan in order to
incorporate (i) all prior amendments to the 1994 amendment and restatement,
including amendments incorporating changes required by the Uniformed Services
Employment and Reemployment Rights Act, Retirement Protection Act of 1994 under
the General Agreement on Tariffs and Trades, Small Business Job Protection Act
of 1996 and Tax Reform Act of 1997, (ii) to include former members of the Blue
Coral Plan in the Plan and (iii) to make certain design changes to the Plan.

                  There shall be no termination and no gap or lapse in time or
effect between the prior Plan and this Plan, and the existence of a qualified
plan shall be uninterrupted. The provisions of this Plan shall apply to a Member
who terminates Service on or after January 1,


                                       1
<PAGE>

2001. The rights and benefits, if any, of a former employee shall be determined
in accordance with the provisions of the prior Plan in effect on the date his
employment terminated.

                  This Plan and its related trust are intended to meet the
requirements of Sections 401(a), 401(k) and 501(a) of the Internal Revenue Code
of 1986 and of the Employee Retirement Income Security Act of 1974, as either
may be amended from time to time.

                  NOW, THEREFORE, Pennzoil-Quaker State Company hereby amends,
restates and continues the Pennzoil-Quaker State Company Savings and Investment
Plan for Hourly Employees, which shall read as follows:



                                       2
<PAGE>

                                    ARTICLE I

                                   DEFINITIONS

                  As used in this Plan, the following words and phrases shall
have the following meanings unless the context clearly requires a different
meaning:

                  ACCOUNT: Collectively, the accounts maintained for each Member
pursuant to Section 5.1.

                  AFFILIATE: A corporation or other trade or business which is
not an Employer under this Plan but which, together with the Company, is under
common control within the meaning of Code Section 414(b) or (c); any
organization (whether or not incorporated) which together with the Company, is a
member of an affiliated service group within the meaning of Code Section 414(m);
and any other entity required to be aggregated with the Company pursuant to
regulations under Code Section 414(o).

                  AFTER-TAX CONTRIBUTION ACCOUNT: The separate account
maintained for a Member to record his After-Tax Contributions to the Plan and
adjustments relating thereto.

                  AFTER-TAX CONTRIBUTIONS: The amount contributed by a Member
pursuant to Section 4.2 and the amount of Pre-Tax Contributions which have been
recharacterized as After-Tax Contributions pursuant to Section 12.6.

                  ARU: Automated Response System.

                  BARGAINING AGREEMENT: The collective bargaining agreements by
and between the Company or other Employer and a union, providing (either
exclusively or among other things) for the application of the Plan to the
Employees represented by such union, together with any renewal, modification or
amendment thereof, or any successor agreement thereto. The unions representing
employees that are covered by the Plan are listed on Exhibit A attached hereto.

                  BENEFICIARY: A Member's surviving spouse, or if no surviving
spouse exists or if a qualified election has been made pursuant to Section 3.10,
such other natural person or persons, or the trustee of an inter vivos trust for
the benefit of natural persons, entitled to benefits hereunder following a
Member's death.

                  BLUE CORAL PLAN: The Blue Coral, Inc. Savings Incentive Plan.

                  BOARD OF DIRECTORS: The board of directors of the Company.

                  CODE: The Internal Revenue Code of 1986, as now in effect or
hereafter amended, or the corresponding provisions of any future Federal
internal revenue law.



                                       3
<PAGE>

                  COMMITTEE: The Administrative Committee of the Employee
Benefit Plans appointed by the Company to act as administrator of the Plan and
to perform the duties described in Article II.

                  COMPANY: Pennzoil-Quaker State Company, a Delaware
corporation, and its predecessors and successors.

                  COMPENSATION: Prior to May 3, 2001, the definition of
compensation in the Prior Plan shall apply. On and after May 3, 2001, the total
compensation of an Employee as stated in the payroll records of the Employer,
including wages, commissions and any amounts paid for time served over the basic
work week, or paid as bonuses, foreign service premium, hardship allowance or as
other special pay (other than non-incentive types of payments for foreign
employment and severance pay) and including any amounts by which a Member's
normal remuneration is reduced pursuant to a voluntary salary reduction plan
qualified under Section 125 of the Code or a cash or deferred arrangement
qualified under Section 401(k) of the Code. The Compensation of a Member as
reflected on the books and records of his Employer shall be conclusive.

                  Compensation taken into account under the Plan for any
Employee during any Plan Year shall not exceed $170,000, as adjusted by the
Commissioner for increases in the cost of living in accordance with Section
401(a)(17)(B) of the Code. The cost-of-living adjustment in effect for a
calendar year applies to any period, not exceeding 12 months, over which
Compensation is determined (determination period) beginning in such calendar
year. If a determination period consists of fewer than 12 months, the
Compensation limit will be multiplied by a fraction, the numerator of which is
the number of months in the determination period, and the denominator of which
is 12.

                  EFFECTIVE DATE: January 1, 2001, unless otherwise specified
herein.

                  ELIGIBLE MEMBERS: For purposes of determining the Members on
whose behalf Employer Matching Contributions shall be made under Section 4.3,
Eligible Members shall include Employees of the Employer who were Members in the
Plan during the applicable calendar month, including those who terminated
Service prior to the end of such month for any reason and those who were
transferred to an Affiliate or to another Employer (either as an Employee or to
an employment classification which is not covered by this Plan) prior to the end
of the applicable month.

                  EMPLOYEE: Any person who, on or after the Effective Date, is
represented by a Bargaining Agreement and is receiving remuneration on an hourly
basis for personal services (or would be receiving such remuneration except for
an authorized leave of absence) as an employee of the Employer. The term
"Employee" also includes individuals who are Leased Employees.

                  EMPLOYER: The Company, any Affiliate and any other corporation
or organization with employees which shall adopt this Plan or the Blue Coral
Plan pursuant to the provisions of Section 10.1 and the successors, if any, to
such entities.



                                       4
<PAGE>

                  EMPLOYER MATCHING CONTRIBUTION ACCOUNT: The account maintained
for a Member to record his share of the Employer Matching Contributions and
adjustments relating thereto.

                  EMPLOYER MATCHING CONTRIBUTIONS: The amount contributed by an
Employer pursuant to Section 4.3.

                  ENTRY DATE: The beginning of the first payroll period of the
Employer coincident with or next following an Employee's completion of one year
of continuous service.

                  ERISA: Public Law No. 93-406, the Employee Retirement Income
Security Act of 1974, as amended from time to time.

                  FORFEITURE: The portion of a Member's Employer Matching
Contribution Account which is forfeited because of termination of Service before
full vesting pursuant to Section 7.4.

                  INCOME OF THE TRUST FUND: The net gain or loss of the Trust
Fund from investments, as reflected by interest payments, dividends, realized
and unrealized gains and losses on securities and other investment transactions
and expenses paid from the Trust Fund.

                  INVESTMENT FUND: Any of the investment funds comprising the
Trust Fund, as described in Section 9.2.

                  LEASED EMPLOYEE: Any person who is not an employee of the
Employer or an Affiliate but who performs services for the Employer or an
Affiliate pursuant to a leasing agreement (oral or written) between the Employer
or an Affiliate and any leasing organization, provided that such person has
performed such services for the Employer or an Affiliate or for related persons
(within the meaning of Section 144(a)(3) of the Code) on a substantially
full-time basis for a period of at least one year and such services are
performed under primary direction or control by the Employer or an Affiliate.
Notwithstanding the preceding sentence, the term "Leased Employee" does not
include individuals described in Section 414(n)(5) of the Code.

                  MEMBER: An Employee who, pursuant to the provisions of Article
III, has met the eligibility requirements for participation in this Plan, is not
participating under the terms of the Blue Coral Plan document and is
participating in the Plan.

                  PLAN: The Pennzoil-Quaker State Company Savings and Investment
Plan for Hourly Employees, set forth herein, and as hereafter amended from time
to time.

                  PLAN QUARTER: The three-month period commencing on January 1,
April 1, July 1 and October 1 of each Plan Year.

                  PLAN YEAR: The 12-month period commencing on January 1 and
ending on December 31.



                                       5
<PAGE>

                  PRE-TAX CONTRIBUTION ACCOUNT: The account maintained for a
Member to record his Pre-Tax Contributions to the Plan and adjustments relating
thereto.

                  PRE-TAX CONTRIBUTIONS: The amount contributed pursuant to the
Member's deferral election by the Employer in accordance with Section 4.1.

                  PRIOR PLAN: The Pennzoil-Quaker State Company Savings and
Investment Plan for Hourly Employees as in effect on December 31, 2000.

                  PRIOR PLAN ACCOUNT: The account maintained for a Prior Plan
Member pursuant to the provisions of the Prior Plan and which has been
transferred to this Plan pursuant to Section 4.10 and adjustments relating
thereto.

                  PRIOR PLAN MEMBER: Any person who is in the employment of an
Employer or Affiliate on December 31, 2000, and was included in and covered by
the Prior Plan, or who is the beneficiary, spouse or estate representative of
such a person who died or who was receiving or entitled to receive benefits
under the Prior Plan.

                  PRIOR SAVINGS PLAN ACCOUNT: The account maintained by a Member
who previously participated in the Pennzoil Company Savings and Investment Plan
for Hourly Employees pursuant to the provisions of such plan and which has been
transferred to this Plan pursuant to Section 4.11 and adjustments relating
thereto.

                  RETIREMENT DATE: The 55th birthday of a Member.

                  ROLLOVER ACCOUNT: The account maintained for a Member to
record his Rollover Amount and adjustments relating thereto.

                  ROLLOVER AMOUNT: One or more distributions to an Employee of
all or any portion of the balance to the credit of an Employee in a qualified
trust; except that such term shall not include (i) any distribution which is one
of a series of substantially equal periodic payments (not less frequently than
annually) made (1) for the life (or life expectancy of the employee or the joint
lives (or joint life expectancies) of the employee and the employee's designated
beneficiary, or (2) for a specified period of ten years or more and (ii) any
distribution to the extent such distribution is required under Section 401(a)(9)
of the Code.

                  SERVICE: For purposes of determining an Employee's eligibility
to participate in the Plan under Section 3.1 and for determining a Member's
vested percentage in his Employer Matching Contribution Account under Section
7.4, an Employee's or Member's period of employment with an Employer or
Affiliate as determined in accordance with Section 3.4.

                  TRUST AGREEMENT: The Trust Agreement provided for in Article
IX, as amended from time to time.

                  TRUST FUND: The Investment Funds held by the Trustee under the
Trust Agreement, together with all income, profits or increments thereon.



                                       6
<PAGE>

                  TRUSTEE: The trustee under the Trust Agreement.

                  VALUATION DATE: "Valuation Date" shall mean any date on which
the United States financial markets are open and any date on which the value of
the assets of the Trust Fund is determined by the Trustee pursuant to Section
5.4. The last business day of each calendar month shall be the "Monthly
Valuation Date," the last day of each Plan Quarter shall be the "Quarterly
Valuation Date," and the last day of December of each Plan Year shall be the
"Annual Valuation Date."

                  Words used in this Plan and in the Trust Agreement in the
singular shall include the plural and in the plural the singular, and the gender
of words used shall be construed to include whichever may be appropriate under
any particular circumstances of the masculine, feminine or neuter genders.



                                       7
<PAGE>

                                   ARTICLE II

                           ADMINISTRATION OF THE PLAN

         2.1 Allocation of Responsibility Among Fiduciaries for Plan and Trust
Administration: The Employers, the Investment Committee (said Investment
Committee, as designated pursuant to the terms of the Trust Agreement, being
hereinafter referred to as the "Investment Committee"), the Administrative
Committee of the Employee Benefit Plans ("Administrative Committee" or
"Committee") and the Trustee (hereinafter collectively referred to as the
"Fiduciaries") shall have only those specific powers, duties, responsibilities
and obligations as are specifically given them under this Plan or the Trust
Agreement. In general, each Employer shall have the sole responsibility for
making the contributions provided for under Article IV. The Board of Directors
shall have the sole authority to appoint and remove the Trustee and the members
of the Administrative and Investment Committees, and to amend or terminate, in
whole or in part, this Plan or the Trust Agreement. The Investment Committee
shall have the sole responsibility to establish and carry out the funding policy
and method of the Plan insofar as such funding policy and method involves the
investment of Plan assets, to appoint and remove any Investment Manager which
may be provided for under the Trust Agreement and to monitor the performance of
the Trustee and any such Investment Manager, which responsibilities are
specifically described in the Trust Agreement. The Administrative Committee
shall have the sole responsibility to administer the Plan, which
responsibilities are more specifically described in this Plan and the Trust
Agreement. The Trustee shall have the sole responsibility for the administration
of the Trust Fund and shall have exclusive authority and discretion to manage
and control the Trust Fund, except to the extent that the authority to manage,
acquire and dispose of assets of the Trust Fund is delegated to an Investment
Manager, all as more specifically provided in the Trust Agreement. Each
Fiduciary warrants that any directions given, information furnished, or action
taken by it shall be in accordance with the provisions of the Plan or the Trust
Agreement, as the case may be, authorizing or providing for such direction,
information or action. Furthermore, each Fiduciary may rely upon any such
direction, information or action of another Fiduciary as being proper under this
Plan or the Trust Agreement, and is not required under this Plan or the Trust
Agreement to inquire into the propriety of any such direction, information or
action. It is intended under this Plan and the Trust Agreement that each
Fiduciary shall be responsible for the proper exercise of its own powers,
duties, responsibilities and obligations under this Plan and the Trust Agreement
and shall not be responsible for any act or failure to act of another Fiduciary.
No Fiduciary guarantees the Trust Fund in any manner against investment loss or
depreciation in asset value.

         2.2 Appointment of Committee: The Plan shall be administered by an
Administrative Committee consisting of at least three persons who shall be
appointed by and serve at the pleasure of the Board of Directors, which
Committee shall serve in the capacity of the "plan administrator" within the
meaning of Section 404 of ERISA. The members of the Committee shall not receive
compensation with respect to their services for the Committee. All usual and
reasonable expenses of the Committee may be paid in whole or in part by the
Company, and any expenses not paid by the Company shall be paid by the Trustee
out of the Trust Fund. The Company shall pay the premiums on any bond secured
for the performance of the duties of the Committee members described hereunder.
The Company shall be entitled to reimbursement by



                                       8
<PAGE>

other Employers for their proportionate shares of any such costs paid in whole
or in part by the Company.

         2.3 Records and Reports: The Committee shall exercise such authority
and responsibility as it deems appropriate in order to comply with ERISA and any
governmental regulations issued thereunder relating to records of Members'
Service, Account balances, the percentage of such Account balances which are
non-forfeitable under the Plan, and notifications to Members. The Committee
shall file or cause to be filed with the appropriate office of the Internal
Revenue Service and the Department of Labor all reports, returns, notices and
other information required of plan administrators under ERISA, including, but
not limited to, the summary Plan description, annual reports and amendments
thereof to be filed with the Department of Labor and requests for determination
letters, annual reports and registration statements required to be filed with
the Internal Revenue Service by Section 6057(a) of the Code.

         2.4 Other Committee Powers and Duties: The Committee shall have such
powers as may be necessary to discharge its duties hereunder, including, but not
by way of limitation, the following powers and duties:

                  (a) To construe and interpret the Plan, decide all questions
         of eligibility and determine the amount, manner and time of payment of
         any benefits hereunder;

                  (b) To prescribe procedures to be followed by Members or
         Beneficiaries filing applications for benefits;

                  (c) To receive from the Employers and from Employees such
         information as shall be necessary for the proper administration of the
         Plan;

                  (d) To prepare and distribute, in such manner as the Committee
         determines to be appropriate, information explaining the Plan;

                  (e) To furnish the Employers, upon request, such annual
         reports with respect to the administration of the Plan as are
         reasonable and appropriate;

                  (f) To give written directions to the Trustee, on behalf of
         Members, as to the investment and reinvestment of the Trust Fund;

                  (g) To receive and review reports of the financial condition,
         and of the receipts and disbursements, of the Trust Fund from the
         Trustee and any Investment Manager, and to transmit such reports, along
         with its findings and recommendations surrounding the investment
         performance of the Trust Fund, to the Investment Committee;

                  (h) To appoint or employ individuals to assist in the
         administration of the Plan and any other agents it deems advisable,
         including legal and actuarial counsel; and



                                       9
<PAGE>

                  (i) To interpret and construe all terms, provisions,
         conditions and limitations of this Plan and to reconcile any
         inconsistency or supply any omitted detail that may appear in this Plan
         in such manner and to such extent, consistent with the general terms of
         this Plan, as the Committee shall deem necessary and proper to
         effectuate the Plan for the greatest benefit of all the parties
         interested in the Plan.

The Committee shall have no power to add to, subtract from or modify any of the
terms of the Plan, nor to change or add to any benefits provided by the Plan,
nor to waive or fail to apply any requirements of eligibility for a benefit
under the Plan.

         2.5 Rules and Decisions: The Committee may adopt such rules for the
administration of the Plan as it deems necessary, desirable or appropriate. All
rules and decisions of the Committee shall be uniformly and consistently applied
to all Employees in similar circumstances. The judgment of the Committee and
each member thereof on any question arising hereunder shall be binding, final
and conclusive on all parties concerned. When making a determination or
calculation, the Committee shall be entitled to rely upon information furnished
by a Member or Beneficiary, the Employer, the legal counsel of the Employer, or
the Trustee.

         2.6 Committee Procedure: The Committee may act at a meeting or in
writing without a meeting. The Committee shall elect one of its members as
chairman, appoint a secretary, who may or may not be a member of the Committee,
and shall advise the Trustee of such actions in writing. The secretary of the
Committee shall keep a record of all meetings and forward all necessary
communications to the Employer or the Trustee. The Committee may adopt such
bylaws and regulations as it deems desirable for the conduct of its affairs. All
decisions of the Committee shall be made by the vote of the majority, including
actions taken in writing without a meeting. A dissenting Committee member who,
within a reasonable time after he has knowledge of any action or failure to act
by the majority, registers his dissent in writing delivered to the other
Committee members, the Employer and the Trustee shall not be responsible for any
such action or failure to act. The Committee shall designate one of its members
as agent of the Plan and of the Committee for service of legal process at the
principal office of the Company.

         2.7 Authorization of Benefit Payments: The Committee shall issue
directions to the Trustee concerning all benefits which are to be paid from the
Trust Fund pursuant to the provisions of the Plan, and warrants that all such
directions are in accordance with this Plan. The Committee shall keep on file,
in such manner as it may deem convenient or proper, all reports from the
Trustee.

         2.8 Payment of Expenses: All expenses incident to the administration,
termination or protection of the Plan and Trust Fund, including, but not limited
to, legal, accounting, Investment Manager and Trustee fees, shall be paid by the
Company, which may require reimbursement from the other Employers for their
proportionate shares, or, if not paid by the Company, shall be



                                       10
<PAGE>

paid by the Trustee from the Trust Fund and, until paid, shall constitute a
first and prior claim and lien against the Trust Fund.

         2.9 Application and Forms for Benefits: The Committee may require an
Employee or Member to complete and file with the Committee an application for a
benefit and all other forms approved by the Committee, and to furnish all
pertinent information requested by the Committee. The Committee may rely on such
information so furnished it, including the Employee's or Member's current
mailing address.

         2.10 Committee Liability: Except to the extent that such liability is
created by ERISA, no member of the Committee shall be liable for any act or
omission of any other member of the Committee, nor for any act or omission on
his own part except for his own gross negligence or willful misconduct, nor for
the exercise of any power or discretion in the performance of any duty assumed
by him hereunder. The Company shall indemnify and hold harmless each member of
the Committee from any and all claims, losses, damages, expenses (including
counsel fees approved by the Committee), and liabilities (including any amounts
paid in settlement with the Committee's approval but excluding any excise tax
assessed against any member or members of the Committee pursuant to the
provisions of Section 4975 of the Code) arising from any act or omission of such
member in connection with duties and responsibilities under the Plan, except
when the same is judicially determined to be due to the gross negligence or
willful misconduct of such member.

         2.11 Quarterly Statements: As soon as practicable after each Quarterly
Valuation Date, the Committee shall prepare and deliver to each Member a written
or electronic statement showing:

                  (a) The balance in the Member's Account in the Trust Fund as
         of the preceding Quarterly Valuation Date;

                  (b) The amount of Employer Matching Contributions allocated to
         the Member's Employer Matching Contribution Account, the amount of
         Rollover Contributions, if any allocated to the Rollover Account, and
         the amount of the Member's Pre-Tax Contributions and After-Tax
         Contributions for the period ending on such Quarterly Valuation Date;

                  (c) The adjustments to the Member's Account to reflect the
         Member's share of income and expenses of the Trust Fund and
         appreciation or depreciation in Trust Fund assets during the period
         ending on the Quarterly Valuation Date;

                  (d) The new balance in the Member's Account as of the
         Quarterly Valuation Date; and

                  (e) Such information as the Committee deems appropriate to
         advise the Member of the Member's relative interests in each Investment
         Fund as of the preceding Quarterly Valuation Date and the current
         Quarterly Valuation Date.



                                       11
<PAGE>

         2.12 Annual Audit: The Committee shall engage, on behalf of all
Members, an independent Certified Public Accountant who shall conduct an annual
examination of any financial statements of this Plan and Trust Fund and of other
books and records of this Plan and Trust Fund as the Certified Public Accountant
may deem necessary to enable him to form and provide a written opinion as to
whether the financial statements and related schedules required to be filed with
the Department of Labor or furnished to each Member are presented fairly and in
conformity with generally accepted accounting principles applied on a basis
consistent with that of the preceding Plan Year. If, however, the statements
required to be submitted as part of the reports to the Department of Labor are
prepared by a bank or similar institution or insurance carrier regulated and
supervised and subject to periodic examination by a state or federal agency and
if such statements are certified by the preparer as accurate and if such
statements are, in fact, made a part of the annual report to the Department of
Labor and no such audit is required by ERISA, then the audit required by the
foregoing provisions of this Section shall be optional with the Committee.

         2.13 Funding Policy: The Investment Committee shall, at a meeting duly
called for such purpose, establish a funding policy and method consistent with
the objectives of the Plan and the requirements of Title I of ERISA. The
Investment Committee shall meet at least annually to review such funding policy
and method. In establishing and reviewing such funding policy and method, the
Investment Committee shall endeavor to determine the Plan's short- and long-term
objectives and financial needs, taking into account the need for liquidity to
pay benefits and the need for investment growth. All actions of the Investment
Committee taken pursuant to this Section and the reasons therefor shall be
recorded in the minutes of meetings of the Investment Committee and shall be
communicated to the Trustee, any investment manager who may be managing a
portion or all of the Trust Fund in accordance with the provisions of the Trust
Agreement, the Administrative Committee and the Board of Directors.

         2.14 Allocation and Delegation of Committee Responsibilities: Upon the
approval of a majority of the members of the Committee, the Committee may (i)
allocate among any of the members of the Committee any of the responsibilities
of the Committee under the Plan and Trust Agreement and/or (ii) designate any
person, firm or corporation that is not a member of the Committee to carry out
any of the responsibilities of the Committee under the Plan and Trust Agreement.
Any such allocation or designation shall be made pursuant to a written
instrument executed by a majority of the members of the Committee.



                                       12
<PAGE>

                                   ARTICLE III

                            PARTICIPATION AND SERVICE

         3.1 Eligibility for Participation: Each Employee in active Service as
of the Effective Date who was a Prior Plan Member shall be eligible to become a
Member of this Plan as of the Effective Date. Except as herein provided, each
other Employee shall be eligible to commence participation on the Effective Date
or the Employee's Entry Date. An Employee who does not participate in the Plan
when he first becomes eligible may commence such participation at the beginning
of any payroll period thereafter, provided he is otherwise eligible hereunder.
Notwithstanding anything herein to the contrary, Leased Employees shall not be
eligible to participate in the Plan.

         3.2 Notification of Eligible Employees: The Committee, which shall be
the sole judge of the eligibility of an Employee to participate under the Plan,
shall notify each Employee of his initial eligibility to participate in the
Plan.

         3.3 Applications by Employees: Each Employee who shall become eligible
to become a Member under the Plan, and who shall desire to become a Member,
shall make application to participate in the Plan via phone or internet. In each
such application, the applicant shall (i) designate the amount of his Pre-Tax
and/or After-Tax Contributions to the Plan, (ii) agree to be bound by the terms
and conditions of the Plan and (iii) authorize payroll deductions for his
Pre-Tax and/or After-Tax Contributions.

         3.4 Service: The term Service shall mean all of an Employee's or
Member's years, months and days of active employment with an Employer or
Affiliate, including periods of absence:

                  (a) Due to accident or sickness so long as the person is
         continued on the employment rolls of the Employer or Affiliate and
         remains eligible to return to work upon his recovery;

                  (b) In the service of the Armed Forces of the United States
         (but if such absence is not pursuant to orders issued by the Armed
         Forces of the United States, only if with the consent of the Employer
         or Affiliate); and

                  (c) Due to an authorized leave of absence granted by the
         Employer or Affiliate for any other purpose approved by the Board of
         Directors in accordance with established practices of the Employer or
         Affiliate, consistently applied in a non-discriminatory manner in order
         that all employees under similar circumstances shall be treated alike.

                  An Employee's or Member's Service shall commence (or
recommence) on the date he first performs an "hour of service" within the
meaning of Department of Labor Regulation Section 2530.200b-2(a)(1) for an
Employer or Affiliate. All periods of Service shall be aggregated so that a
one-year period of Service shall be completed as of the date the Employee



                                       13
<PAGE>

or Member completes 12 months of Service (30 days shall be deemed to be a month
in the case of the aggregation of fractional months), or 365 days of Service.

                  Hours of Service will be credited for employment with other
members of an affiliated service group (under Code Section 414(m)), a controlled
group of corporations (under Code Section 414(b)), or a group of trades or
businesses under common control (under Code Section 414(c)), of which the
Employer is a member. Hours of Service will also be credited for any individual
considered an Employee for purposes of this Plan under Code Section 414(n).

         3.5 Termination of Service: A period of Service of an Employee or
Member shall terminate on the date of the first to occur of (i) his retirement
or death, (ii) his quitting or discharge other than during or upon expiration of
an authorized leave of absence under Section 3.4, (iii) his quitting or
discharge during such an authorized leave of absence, (iv) his deemed date of
termination of employment pursuant to his failure to return to work upon the
expiration of such an authorized leave of absence, or (v) one year from the date
the Employee or Member is absent from active employment for any reason other
than retirement, quitting, discharge, authorized leave of absence or death. For
purposes of clause (iv) immediately above, an Employee's or Member's deemed date
of termination shall be the earlier of (A) the expiration date of such
authorized leave of absence and (B) one year from the date such authorized leave
of absence commenced.

         3.6 Break In Service: For purposes of the Plan, a "Break In Service"
shall occur upon the expiration of the 12 consecutive month period next
following an Employee's or Member's termination of Service (as determined in
accordance with the provisions of Section 3.4 hereof), unless such Employee or
Member sooner recommences Service with an Employer or Affiliate.

                  Solely for purposes of determining whether a Break In Service
has occurred for participation and vesting purposes under this Plan, the Service
of an individual who is absent from work for maternity or paternity reasons
shall not terminate until the expiration of two years after the date such
absence commenced. For purposes of this paragraph, an absence from work for
maternity or paternity reasons means an absence (a) by reason of the pregnancy
of the individual, (b) by reason of the birth of a child of the individual, (c)
by reason of the placement of a child with the individual in connection with the
adoption of such child by such individual, or (d) for purposes of caring for
such child for a period beginning immediately following such birth or placement.

         3.7 Participation and Service Upon Re-Employment: Upon the
re-employment of any person on or after the Effective Date who had previously
been employed by an Employer or Affiliate, the following rules shall apply in
determining his eligibility for participation under Section 3.1 and his Service
under Section 3.4:

                  (a) Participation: If the re-employed person was not a Member
         during his prior period of Service, he must meet the requirements of
         Section 3.1 for participation in the Plan as if he were a new Employee.
         If the re-employed person was a Member in the Plan during his prior
         period of Service, he shall be entitled to recommence participation as
         of the date of his re-employment, and may also be



                                       14
<PAGE>

         entitled to a reinstatement of the amount previously forfeited from his
         prior Employer Matching Contribution Account as provided in Section
         7.4.

                  (b) Service: Any Service attributable to his prior period of
         Service shall be reinstated as of the date of his re-employment. In
         addition, in the event an Employee or Member recommences Service with
         an Employer or Affiliate prior to incurring a Break In Service, the
         period of his interim absence shall also constitute Service for
         purposes of Section 7.4.

         3.8 Transferred Members: If a Member is transferred to an Affiliate, or
to an employment classification with an Employer which is not covered by this
Plan, his participation shall be suspended until he is subsequently re-employed
by an Employer in an employment classification covered by the Plan; provided,
however, that during such suspension period (i) such Member shall be credited
with Service in accordance with Section 3.4, (ii) he shall not be entitled or
required to make Pre-Tax Contributions or After-Tax Contributions under Section
4.1 or 4.2, (iii) his Employer Matching Contribution Account shall receive no
Employer Matching Contribution allocations except to the extent provided in
Sections 4.3 and 5.2, and (iv) his Account shall continue to share
proportionately in Income of the Trust Fund as provided in Section 5.2. If an
Employee is transferred from an employment classification with an Employer that
is not covered by the Plan to an employment classification that is so covered,
or from an Affiliate to an employment classification with an Employer that is so
covered, his period of Service prior to the date of transfer shall be considered
for purposes of determining his eligibility to become a Member under Section 3.1
and for purposes of vesting under Section 7.4.

                  In the event an employee of an Affiliate is transferred to
employment with an Employer in an employment classification covered by this Plan
and such Affiliate provides a thrift, savings or profit-sharing plan of like
nature and intent as this Plan in which the employee was a participant
immediately preceding his transfer, such employee's account balance in a
domestic Affiliate's defined contribution plan qualified under Section 401(a) of
the Code, determined on the Valuation Date coincident with or next following the
date of the employee's transfer, will, subject to the approval of the Committee,
be transferred to the Trust Fund held under this Plan and allocated among the
Investment Funds in accordance with the provisions of Section 9.3 hereof. In the
event a Member under this Plan is transferred to employment with an Affiliate
and such Affiliate provides a thrift, savings or profit-sharing plan of like
nature and intent as this Plan in which the Member will be eligible to
participate as an employee of such Affiliate, such Member's account balances in
this Plan, determined as of the Valuation Date coincident with or next following
the date of the Member's transfer, will, subject to the approval of the plan
administrator of the Affiliate's plan, be transferred to such plan and allocated
between the investment funds held thereunder in accordance with the provisions
thereof. For purposes of this paragraph, all references to "Affiliate" shall
include employment classifications with an Employer.

         3.9 Beneficiary Upon Death: Upon the death of a Member, his Account
shall be distributed to the Member's surviving spouse, but if there is no
surviving spouse, or if the surviving spouse has already consented by a
qualified election pursuant to Section 3.10, to the Beneficiary or Beneficiaries
designated by the Member in a written designation filed with his



                                       15
<PAGE>

Employer, or if no such designation shall have been so filed, to his estate. No
designation of any Beneficiary other than the Member's surviving spouse shall be
effective unless in writing and received by the Member's Employer, and in no
event shall it be effective as of a date prior to such receipt. The former
spouse of a Member shall be treated as a surviving spouse to the extent provided
under a qualified domestic relations order as described in Section 414(p) of the
Code. As soon as possible after an Employee has become a Member he shall file
with the Committee a written designation, in the form prescribed by the
Committee, of the Beneficiary to receive benefits payable hereunder upon his
death. Subject to the provisions of Section 3.10, the Member may at any time
change or cancel any such designation on a form prescribed by the Committee. The
last such designation received by the Committee shall be controlling over any
testamentary or other disposition; provided, however, that no designation or
change or cancellation thereof shall be effective prior to the Member's death,
and in no event shall it be effective as of a date prior to such receipt. If the
Committee shall be in doubt as to the right of any Beneficiary designated by a
deceased Member to take the interest of such decedent, the Committee may direct
the Trustee to pay the amount in question to the estate of such Member, in which
event the Trustee, the Employer, the Committee and any other person in any
manner connected with the Plan shall have no further liability in respect of the
amount so paid.

         3.10 Qualified Election: The Member's spouse may waive the right to
receive the Member's full vested Account balance. The election to waive the
Member's full vested Account balance must designate a Beneficiary which may not
be changed without spousal consent (or the consent of the spouse must expressly
permit designation by the Member without any requirement of further consent of
the spouse). A consent that permits designations by the Member without any
requirement of further consent by the spouse must acknowledge that the spouse
has the right to limit consent to a specific beneficiary and that the spouse
voluntarily elects to relinquish such right. The waiver must be in writing and
the Member's spouse must acknowledge the effect of the waiver. The spouse's
consent to a waiver must be witnessed by a Plan representative or a notary
public. The Member may file a waiver without the spouse's consent if it is
established to the satisfaction of the Committee that such written consent may
not be obtained because there is no spouse or the spouse may not be located. Any
consent under this Section 3.10 will be valid only with respect to the spouse
who signs the consent. Additionally, a revocation of a prior waiver may be made
by a Member without the consent of the spouse at any time before the
distribution of the Account. The number of revocations shall not be limited.

         3.11 Penreco Employees: Effective September 15, 2001, pursuant to an
agreement between the Company and Penreco, Penreco will withdraw as an Employer
under the Plan and Penreco employees will no longer be Members of the Plan;
provided, however, that a former Penreco Member's service with Penreco
subsequent to September 15, 2001 and subject to the Break In Service provisions
in Section 3.6 hereunder, shall be counted as Service under the Plan for
purposes of vesting in such former Member's Employer Contribution Account.

         3.12 Qualified Military Service: Notwithstanding any provision of this
Plan to the contrary, effective as of December 12, 1994, contributions, benefits
and service credit with respect to Qualified Military Service will be provided
in accordance with Section 414(u) of the Code.



                                       16
<PAGE>

                                   ARTICLE IV

                          CONTRIBUTIONS AND FORFEITURES

         4.1 Pre-Tax Contributions:

                  (a) Except as provided below, with respect to former Members
         of the Blue Coral Plan, each eligible Employee, who elects to make
         Pre-Tax Contributions for a Plan Year shall initially elect to defer a
         portion of his Compensation in whole percentages of not less than one
         percent (1%) and not more than fifteen percent (15%), 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
                    -------------                                         -----------------
<S>                                                                       <C>
                  Less than 5 years                                              9%
                  5 - 10 years                                                  10%
                  More than 10 years                                            15%
</Table>

                  (b) A Former Member of the Blue Coral Plan who meets the
         eligibility requirements hereunder shall initially elect to defer a
         portion of his Compensation in whole percentages of not less than one
         percent (1%) and not more than fifteen percent (15%).

                  (c) For purposes of this Article, a Member's Years of
         Participation shall include all periods of active participation in this
         Plan, and all periods of active participation in the Pennzoil Company
         and Participating Companies Employees Stock Purchase Plan, in the Blue
         Coral Plan and in the Pennzoil-Quaker State Company Savings and
         Investment Plan immediately preceding participation in this Plan.
         Pre-Tax Contributions under this Section 4.1 shall not total more than
         $10,500 per Plan Year (as adjusted upward by the Secretary of the
         Treasury to reflect increases in the cost-of-living). Each election
         hereunder shall be made pursuant to the provisions of Section 3.3 and
         shall continue in effect during subsequent Plan Years unless the Member
         shall change or discontinue his Pre-Tax Contribution rate as provided
         in Section 4.5. Each Member's Pre-Tax Contribution Account shall be
         fully vested and non-forfeitable at all times.

         4.2 After-Tax Contributions: Except with respect to former Members of
the Blue Coral Plan, 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 fifteen percent (15%) of his
Compensation; provided, however, that the aggregate of a Member's Pre-Tax
Contributions and



                                       17
<PAGE>

After-Tax Contributions shall 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 fifteen percent (15%) of the Member's Compensation.

                  Any After-Tax Contribution election shall be made pursuant to
the provisions of Section 3.3 and shall continue in effect during subsequent
Plan Years unless the Member shall change or discontinue his After-Tax
Contribution rate as provided in Section 4.5. Each Member's After-Tax
Contribution Account shall be fully vested and non-forfeitable at all times.

         4.3 Employer Matching Contributions: Except with respect to former
Members of the Blue Coral Plan, each Plan Year, the Company shall make a
Matching Contribution to the Trust Fund on behalf of the Eligible Members in an
amount equal to the applicable percentage (as set forth below) of the first 3%,
4% or 6% of the Pre-Tax Contributions and After-Tax Contributions elected or
contributed by the Eligible Members during such Plan Year:

<Table>
<Caption>
                                                                     Total Percentage of
                                        Applicable Percentage        Member Contributions
             Years of                     Employer Matching         Eligible for Employer
           Participation                     Contribution           Matching Contribution
           -------------                ---------------------       ---------------------
<S>                                     <C>                         <C>
         Less than 5 years                          50%                       3%
         5 - 10 years                               75%                       4%
         More than 10 years                        100%                       6%
</Table>

                  An Employer Matching Contribution shall be deemed to be made
on account of a Plan Year if the Board of Directors of the Company determines
the amount of such Employer Matching Contribution by appropriate action and
either (i) the Company claims such amount as a deduction on its Federal income
tax return for such Plan Year or (ii) the Company designates such amount in
writing to the Trustee as payment on account of such Plan Year. All Employer
Matching Contributions of the Company shall be paid to the Trustee in cash, and
payment shall be made not later than the time prescribed by law for filing the
Federal income tax return of the Employer, including any extension which has
been granted for the filing of such tax return; provided, however, that at its
option the Company may make Employer Matching Contributions in common stock of
the Company with a market value equal to the amount otherwise payable under this
Section 4.3.

                  In the case of the reinstatement of any amounts forfeited
under Section 7.4 or pursuant to the unclaimed benefit provisions of Section
11.10, the Employer shall also contribute, within a reasonable time after the
repayment described in Section 7.4 or after a claim is filed under Section
11.10, a Minimum Contribution in an amount sufficient when added to Forfeitures
to reinstate such amounts. All such Employer Minimum Contributions shall be
transmitted to the Trustee as soon as practicable after such Employer Minimum
Contributions are made.

          4.4 Employer Matching Contributions and Pre-Tax Contributions to be
Tax Deductible: Employer Matching Contributions and Pre-Tax Contributions shall
not be made in



                                       18
<PAGE>

excess of the amount deductible under applicable Federal law now or hereafter in
effect limiting the allowable deduction for contributions to profit-sharing
plans. The Employer Matching Contributions and Pre-Tax Contributions to this
Plan when taken together with all other contributions made by the Employer to
other qualified retirement plans shall not exceed the maximum amount deductible
under Code Section 404.

          4.5 Change of Elections and Suspension of Allotments: Any Member may
increase or decrease the percentage of his salary designated as Pre-Tax and/or
After-Tax Contributions, but not retroactively and such change shall be
effective as soon as reasonably practicable following receipt of the change of
elections. Further, any Member may, by voice-response, ARU or internet suspend
his Pre-Tax Contributions and/or After-Tax Contributions. In the case of total
suspension of Pre-Tax Contributions and After-Tax Contributions, the Employer
Matching Contribution will automatically cease. Pre-Tax Contributions and/or
After-Tax Contributions which are not made during a period of suspension shall
not be made retroactively. All such changes of elections related to
contributions in the investments of Accounts shall be made by telephone
voice-response system.

          4.6 Delivery to Trustee: Each Employer shall as soon as practicable
and not less frequently than monthly, pay the Pre-Tax Contributions, After-Tax
Contributions and Employer Matching Contributions to the Trustee.

          4.7 Application of Funds: The Trustee shall hold or apply the Pre-Tax
Contributions, After-Tax Contributions and Employer Matching Contributions so
received by it subject to the provisions of the Plan, and no part thereof
(except as otherwise provided in the Trust Agreement) shall be used for any
purpose other than the exclusive use of the Members or their Beneficiaries.

          4.8 Disposition of Forfeitures: In any case in which a Member is not
entitled to the full amount in his Employer Matching Contribution Account, the
amount to which he is not entitled shall be forfeited as of the earlier of (i)
the distribution of the entire vested portion of the Member's Account or (ii)
the end of the month in which the Member incurs five consecutive one-year Breaks
In Service. If the Member terminates Service without being entitled to receive a
distribution from the Plan, he shall be deemed to have received a distribution
as of the date of his termination of Service. Forfeitures shall be allocated in
the following order:

                  (a) First, such Forfeitures shall be allocated to reinstate
           any Employer Matching Contribution Accounts of Members who return to
           Service and are entitled to reinstatement of their Employer Matching
           Contribution Account in accordance with Section 7.4.

                  (b) Second, such Forfeitures shall be applied to restore any
           amounts forfeited under the unclaimed benefits provisions of Section
           11.10.

                  (c) Third, such Forfeitures shall be applied against the next
         succeeding Employer Matching Contribution.



                                       19
<PAGE>

          4.9 Rollover Accounts: Any Employee who is otherwise eligible to
participate in the Plan but who has not yet completed the participation
requirements of Section 3.1 may file with the Committee a written request that
the Trustee accept a Rollover Amount from such Employee, provided, however that
such Rollover Amount shall be transferred only in the form of cash. The
Committee shall develop such procedures and may require such information from
the Employee desiring to make such a transfer as it deems necessary or desirable
to determine that the proposed transfer will meet the requirements of this
Section and of the Code. Upon approval by the Committee, the amount transferred
shall be deposited in the Trust Fund and shall be credited to a separate
Rollover Account. Such account shall at all times be fully vested and
non-forfeitable, shall share in the Income of the Trust Fund in accordance with
Section 5.2, but shall not share in Employer Matching Contribution allocations.
Upon termination of employment, the total amount of the Rollover Account shall
be distributed in accordance with Article VIII. Notwithstanding anything in this
Plan to the contrary, no such transfer of a Rollover Amount shall include a
transfer of benefits from a defined benefit plan or from a defined contribution
plan subject to Code Section 412.

                  Upon such a transfer by an Employee who is otherwise eligible
to participate in the Plan but who has not yet completed the participation
requirements of Section 3.1, his Rollover Account shall represent his sole
interest in the Plan until he becomes a Member. In all respects, the Rollover
Account shall be treated as a regular account under this Plan and shall be
subject to the investment directions of the Member and the change thereof as
otherwise permitted herein.

          4.10 Prior Plan Accounts: The Committee shall instruct the Trustee to
accept a transfer of the full account balance of each Prior Plan Member who is
eligible for participation hereunder on the Effective Date. Any such transferred
assets shall be designated as a "Prior Plan Account." Such Prior Plan Account
shall at all times be fully vested and non-forfeitable. The Prior Plan Account
shall be treated as a regular account under this Plan and shall be subject to
the investment directions of the Member and the changes thereof as otherwise
permitted herein. Upon termination of employment, the total amount of the Prior
Plan Account shall be distributed in accordance with Article VIII.

          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"), Newmont Mining Corporation
Common Stock ("Newmont Mining Stock"), and cash in lieu of fractional shares
from the Prior Plan Account, 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. 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 not share in the Employer Matching Contribution allocations,
and with respect to Newmont Mining 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 vested Prior
Savings Plan Account



                                       20
<PAGE>

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 Savings Plan Account
invested in the Newmont Mining 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 in any of
the Investment Funds authorized under Section 9.2.



                                       21
<PAGE>

                                    ARTICLE V

                                 MEMBER ACCOUNTS

          5.1 Individual Accounts: The Committee shall create and maintain
adequate records to disclose the interest in the Trust Fund and in its component
Investment Funds of each Member, former Member and Beneficiary. Such records
shall be in the form of individual accounts and credits and charges shall be
made to such accounts in the manner herein described. A Member may have up to
five separate accounts, an Employer Matching Contribution Account, a Pre-Tax
Contribution Account, an After-Tax Contribution Account, a Prior Plan Account
and a Rollover Account. Any Member who transfers from one Employer to another
Employer, or who is simultaneously employed by two or more Employers, may have
individual accounts with each such Employer. The maintenance of individual
Accounts is only for accounting purposes, and a segregation of the assets of the
Trust Fund to each Account shall not be required. Distribution and withdrawals
made from an Account shall be charged to the Account as of the date paid.

         5.2 Account Adjustments: Prior to October 1, 1994, the Accounts of
Members, former Members and Beneficiaries shall be adjusted each Plan Year in
accordance with the following:

                  (a) Income of the Trust Fund: As of each Valuation Date, the
           Trustee shall value the Trust Fund at its then market value to
           determine the amount of Income of the Trust Fund for the day then
           ended. Then the Trustee shall allocate such Income of the Trust Fund
           among the Accounts of Members, former Members and Beneficiaries who
           had unpaid balances in their Accounts at the close of such day, the
           allocation to each such Account to be in the proportion that the
           balance of such Account bears to the balance of all Accounts under
           the Plan.

                  (b) Pre-Tax and After-Tax Contributions: Bi-weekly, the
           Pre-Tax Contributions of each Member made to the Plan during such
           bi-weekly period shall be allocated to his Pre-Tax Contribution
           Account. As of the end of each bi-weekly period, the After-Tax
           Contributions of each Member made to the Plan during such bi-weekly
           period shall be allocated to his After-Tax Contribution Account.

                  (c) Employer Matching Contributions: On a bi-weekly basis, the
           Employer Matching Contribution for such period shall be allocated
           among its Eligible Members during such period based on the matching
           rates set forth in Section 4.3 and in the ratio that each Eligible
           Member's unwithdrawn Pre-Tax Contributions and After-Tax
           Contributions for the period bears to the total unwithdrawn Pre-Tax
           Contributions and After-Tax Contributions of all such Eligible
           Members for the period.

                  (d) Forfeitures: Forfeitures which have become available for
           reallocation during such Plan Year shall be applied pursuant to
           Section 4.8.



                                       22
<PAGE>

                  (e) Employer Minimum Contributions: Employer Minimum
           Contributions shall be used solely to reinstate Accounts in
           accordance with Section 7.4 and to restore Accounts pursuant to
           Section 11.10 whenever the Forfeitures available for such
           reinstatement or restoration are insufficient.

          5.3 Limitations on Contributions: Notwithstanding any provision of
this Plan to the contrary, the total Annual Additions made to the account of an
Employee for any Limitation Year (the Plan Year) shall be subject to the
following limitations:

         I. Single Defined Contribution Plan

                           1. If an Employer does not maintain any other
                  qualified plan, the amount of Annual Additions which may be
                  allocated under this Plan on an Employee's behalf for a
                  Limitation Year shall not exceed the lesser of the Maximum
                  Permissible Amount or any other limitation contained in this
                  Plan.

                           2. Prior to the determination of the Employee's
                  actual Compensation for a Limitation Year, the Maximum
                  Permissible Amount may be determined on the basis of the
                  Employee's estimated annual Compensation for such Limitation
                  Year. Such estimated annual Compensation shall be determined
                  on a reasonable basis and shall be uniformly determined for
                  all Employees similarly situated. Any Employer contributions
                  (including allocation of forfeitures) based on estimated
                  annual Compensation shall be reduced by any Excess Amounts
                  carried over from prior years.

                           3. As soon as is administratively feasible after the
                  end of the Limitation Year, the Maximum Permissible Amount for
                  such Limitation Year shall be determined on the basis of the
                  Employee's actual Compensation for such Limitation Year.

                           4. If there is an Excess Amount with respect to an
                  Employee for the Limitation Year, any non-deductible voluntary
                  employee contributions, to the extent they would reduce the
                  Excess Amount, will be returned to the Employee. Then, Excess
                  Amounts will be treated as a forfeiture and shall be applied
                  as a credit to subsequent Employer contributions or
                  reallocated to other Employees to the extent such allocations
                  do not exceed the Maximum Permissible Amount. Any Excess
                  Amounts that cannot be allocated will be held in a suspense
                  account. All amounts in the suspense account must be allocated
                  and reallocated to the Employee's accounts (subject to the
                  limitations of Section 415) in succeeding Limitation Years
                  before any Employer contribution



                                       23
<PAGE>

                  and non-deductible employee contribution which would
                  constitute Annual Additions may be made to the Plan. If a
                  suspense account is in existence at any time during the
                  Limitation Year pursuant to this Section, it will not
                  participate in the allocation of the Trust's investment gains
                  and losses.

                                    If any such Excess Amount shall then remain,
                  the Excess Amount of the Member's Pre-Tax Contributions, as
                  defined in Section 4.1, shall be used to reduce Pre-Tax
                  Contributions for the next Limitation Year (and succeeding
                  Limitation Years, as necessary) for that Member if that Member
                  is eligible to participate in the Plan as of the end of the
                  next and succeeding Limitation Years. However, if that Member
                  is not eligible to participate in the Plan as of the end of
                  the Limitation Year, then the Excess Amounts must be held
                  unallocated in a suspense account and applied in the next
                  subsequent calendar quarter or quarters as a part of (and to
                  reduce to such extent what would otherwise be) the Employer
                  Matching Contribution for all Members required to be made to
                  the Plan. No portion of such Excess Amount may be distributed
                  to Members or former Members. If a suspense account is in
                  existence at any time during the Limitation Year pursuant to
                  this paragraph, such suspense account shall not participate in
                  the allocation of investment gains or losses of the Trust
                  Fund.

         II. Two or More Defined Contribution Plans

                           1. If, in addition to this Plan, the Employer
                  maintains any other qualified defined contribution plan, the
                  amount of Annual Additions which may be allocated under this
                  Plan on an Employee's behalf for a Limitation Year shall not
                  exceed the lesser of:

                                    A. the Maximum Permissible Amount, reduced
                           by the sum of any Annual Additions allocated to the
                           Employee's accounts for the same Limitation Year
                           under this Plan and such other defined contribution
                           plans; or

                                    B. any other limitation contained in this
                           Plan.

                           2. Prior to the determination of the Employee's
                  actual Compensation for the Limitation Year, the amount
                  referred to in Section 1(A) above, may be determined on the
                  basis of the Employee's estimated annual Compensation for such
                  Limitation Year. Such estimated annual Compensation shall be
                  determined



                                       24
<PAGE>

                  on a reasonable basis and shall be uniformly determined for
                  all Employees similarly situated. Any Employer contribution
                  (including allocation of forfeitures) based on estimated
                  annual Compensation shall be reduced by any Excess Amounts
                  carried over from prior years.

                           3. As soon as is administratively feasible after the
                  end of the Limitation Year, the amounts referred to in Section
                  1(A) above shall be determined on the basis of the Employee's
                  actual Compensation for such Limitation Year.

                           4. If an Employee's Annual Additions under this Plan
                  and all such other plans result in an Excess Amount, such
                  Excess Amount shall be deemed to consist of the amounts last
                  allocated.

                           5. If an Excess Amount was allocated to an Employee
                  on an allocation date of this Plan which coincides with an
                  allocation date of another plan, the Excess Amount attributed
                  to this Plan will be the product of:

                                    A. the total Excess Amount allocated as of
                           such date (including any amount which would have been
                           allocated but for the limitations of Section 415 of
                           the Code); times

                                    B. the ratio of (A) the amount allocated to
                           the Employee as of such date under this Plan, divided
                           by (B) the total amount allocated as of such date
                           under all qualified defined contribution plans
                           (determined without regard to the limitations of
                           Section 415 of the Code).

                           6. Any Excess Amounts attributed to this Plan shall
                  be disposed of as provided in Section 5.3(I)(4).

         III. Definitions

                  1. Employer: The Company and any other Employer that adopts
         this Plan. In the case of a group of employers which constitutes a
         controlled group of corporations (as defined in Section 414(b) of the
         Code as modified by Section 415(h)) or which constitutes trades and
         businesses (whether or not incorporated) which are under common control
         (as defined in Section 414(c) as modified by Section 415(h)) or an
         affiliated service group (as defined in Section 414(m)), all such
         employers shall be considered a single Employer for purposes of
         applying the limitations of this Section.



                                       25
<PAGE>

                  2. Excess Amount: The excess of the Employee's Annual
         Additions for the Limitation Year over the Maximum Permissible Amount,
         less loading and other administrative charges allocable to such excess.

                  3. Limitation Year: A 12 consecutive month period ending on
         December 31.

                  4. Maximum Permissible Amount: For a Limitation Year, the
         Maximum Permissible Amount with respect to any Employee shall be the
         lesser of:

                           A. $30,000, as adjusted by the Secretary of the
                  Treasury or his delegate; or

                           B. 25% of the Employee's Compensation for the
                  Limitation Year.

                           The Compensation limitation referred to in
         subparagraph B above shall not apply to:

                           (i) Any contribution for medical benefits (within the
                  meaning of Code Section 419A(f)(2)) after separation from
                  service which is otherwise treated as an Annual Addition; or

                           (ii) Any amount otherwise treated as an Annual
                  Addition under Code Section 415(1)(1).

                  5. Compensation: For purposes of determining compliance with
         the limitations of Code Section 415, Compensation shall mean an
         Employee's earned income, wages, salaries, fees for professional
         services and other amounts received for personal services actually
         rendered in the course of employment with an Employer maintaining the
         Plan, including, but not limited to, commissions paid salesmen,
         compensation for services on the basis of a percentage of profits,
         commissions on insurance premiums, tips, and bonuses and excluding the
         following:

                           (a) Employer contributions to a plan of a deferred
                  compensation to the extent contributions are not included in
                  gross income of the Employee for the taxable year in which
                  contributed, or on behalf of an Employee to a Simplified
                  Employee Pension Plan to the extent such contributions are
                  deductible under Code Section 219(b)(2), and any distributions
                  from a plan of deferred compensation whether or not includable
                  in the gross income of the Employee when distributed (however,
                  any amounts received by an Employee pursuant to an unfunded
                  non-qualified plan may be



                                       26
<PAGE>

                  considered as Compensation in the year such amounts are
                  included in the gross income of the Employee);

                           (b) amounts realized from the exercise of a
                  non-qualified stock option, or when restricted stock (or
                  property) held by an Employee becomes freely transferable or
                  is no longer subject to a substantial risk of forfeiture;

                           (c) amounts realized from the sale, exchange or other
                  disposition of stock acquired under a qualified stock option;
                  and

                           (d) other amounts which receive special tax benefits,
                  or contributions made by an Employer (whether or not under a
                  salary reduction agreement) towards the purchase of a Section
                  403(b) annuity contract (whether or not the contributions are
                  excludable from the gross income of the Employee).

           For purposes of applying the limitations in this Section, amounts
           included as compensation are those actually paid or made available to
           a Member within the Limitation Year. Compensation shall be limited to
           $170,000 (as adjusted by the Secretary of the Treasury or his
           delegate in the manner as permitted under Code Section 415).
           Notwithstanding anything to the contrary in the definition,
           Compensation under this shall include any and all items which may be
           includable in Compensation under Section 415(c)(3) of the Code,
           including, (i) any elective deferral (as defined in Code Section
           402(g)(3)), and (ii) any amount which is contributed or deferred by
           the Employer at the election of the Employer and which is not
           includable in the gross income of the Employee by reason of Code
           Sections 125, 132(f) and 457.

                  6. Annual Benefit: A benefit payable annually in the form of a
           straight life annuity (with no ancillary benefits) under a plan to
           which Employees do not contribute and under which no rollover
           contributions are made.

                  7. Annual Additions: With respect to each Limitation Year, the
           total of the Employer Matching Contributions, Pre-Tax Contributions,
           After-Tax Contributions, Forfeitures and amounts described in Code
           Sections 415(l) and 419A(d)(2) which are allocated to a Member's
           Account.

          5.4 Valuation of Trust Fund: A valuation of the Trust Fund shall be
made as of each Valuation Date and on any other date during the Plan Year that
the Committee deems a valuation to be advisable. Any such interim valuation
shall be exercised on a uniform and non-discriminatory basis. For the purposes
of each valuation, the assets of the Trust Fund shall be valued at the
respective current market values, and the amount of any obligations for which
the Trust Fund may be liable, as shown on the books of the Trustee, shall be
deducted from the total value of the assets. For the purposes of maintenance of
books of account in respect of



                                       27
<PAGE>

properties constituting the Trust Fund, and of making any such valuation, the
Trustee shall account for the transactions of the Trust Fund on a modified cash
basis.

          5.5 Recognition of Different Investment Funds: As provided in Article
IX, Investment Funds shall be established, and each Member shall direct, within
the limitations set forth in Section 9.3, what portion of the balance in his
Accounts shall be deposited in each Investment Fund. Consequently, when
appropriate, a Member may have a Pre-Tax Contribution Account, an After-Tax
Contribution Account, a Prior Plan Account, and a Rollover Account in each such
Investment Fund and the allocations described in Section 5.2 shall be adjusted
in such manner as is appropriate to recognize the existence of the Investment
Funds. Because Members have a choice of Investment Funds, any reference in this
Plan to a Pre-Tax Contribution Account, an After-Tax Contribution Account, a
Prior Plan Account, or a Rollover Account shall be deemed to mean and include
all accounts of a like nature which are maintained for the Member under each
Investment Fund.



                                       28
<PAGE>

                                   ARTICLE VI

                              VOLUNTARY WITHDRAWALS

         6.1 Withdrawal from After-Tax Contribution, Prior Plan Savings Account
and Rollover Accounts: Each Member of the Plan shall be entitled to withdraw
from his After-Tax Contribution Account, Prior Plan Savings Account and Rollover
Account (valued as of the Valuation Date next preceding the Member's election),
any amount up to but not to exceed the balance of such Account as of such date,
plus the net dollar amount of any After-Tax Contributions made during the month
of such withdrawal but not yet credited to the Member's Account.

         6.2 Withdrawal from Employer Matching Contribution Account: Each Member
who has been a Member of the Plan for five years may withdraw up to 100% of the
amount in his Employer Matching Contribution Account as of the Valuation Date
preceding the Member's election. A withdrawal by a Member from his Employer
Contribution Account will be limited to one such withdrawal every five years.

         6.3 Limitation on Withdrawals: Any provision of Section 6.2 hereof to
the contrary notwithstanding, an Employee must withdraw the entire amount in his
After-Tax Contribution, Prior Savings Plan Account and Rollover Account, if any,
prior to exercising his right to withdraw from his Employer Matching
Contribution Account.

         6.4 Withdrawal from Pre-Tax Contribution Account: Any Member who has
attained age 59 1/2 may withdraw all or any part of his Pre-Tax Contributions,
plus any earnings thereon valued as of the Valuation Date next preceding the
Member's election. A withdrawal from the Pre-Tax Contribution Account under this
Section shall not affect the Member's remaining rights hereunder.

         6.5 Hardship Withdrawals: Except with respect to a former Member of the
Blue Coral Plan, a Member may at any time file with the Committee an appropriate
written request for a hardship withdrawal from his Pre-Tax Contribution Account
excluding any Income of the Trust Fund allocated to his Pre-Tax Contribution
Account (under the Plan or the Prior Plan). A Member must first withdraw any
available amount credited to his After Tax Contribution Account, Prior Plan
Account, Rollover Account and his Employer Matching Contribution Account in
order to be permitted to make a hardship withdrawal from his Pre-Tax
Contribution Account and must also have taken all distributions and loans
otherwise available under this Plan and all employee plans maintained by the
Member's Employer. The Member must certify that he is facing a hardship creating
an immediate and substantial financial need and that the resources necessary to
satisfy that financial need are not reasonably available from other sources
available to the Member. The amount of the hardship withdrawal shall be limited
to that amount which the Committee determines to be required to meet the
immediate financial need created by the hardship, including anticipated federal
and state income taxes and penalties resulting from the distribution. The
hardship withdrawal distribution shall be made in cash as soon as practicable
after the Member submits the hardship request and the dollar amount withdrawn
shall be



                                       29
<PAGE>

determined by reference to the Pre-Tax Contribution Account as of the Valuation
Date immediately preceding the date of withdrawal, plus the net dollar amount of
his Pre-Tax Contributions. A Member who receives a hardship withdrawal shall be
prohibited from making pre-tax contributions and employee contributions to this
Plan and any other plan maintained by the Employer (except "welfare plans" as
defined in Section 3(1) of ERISA) for 365 days following the date of
distribution. In addition, the dollar limitation on the Pre-Tax Contributions
described in Section 4.1 shall be reduced (but not below zero) in the Plan Year
following the hardship withdrawal by the amount of Pre-Tax Contributions made by
the Member of the Plan Year during which the withdrawal was made. The following
standards (or such other standards as may be acceptable under Treasury
Regulations issued pursuant to Section 401(k) of the Code) shall be applied by
the Committee on a uniform and non-discriminatory basis in determining the
existence of such a hardship:

                  (a) To be considered a hardship for purposes of this Section,
         the event giving rise to the need for funds must relate to financial
         hardship resulting from:

                           (i) medical expenses (described in Code Section
                  213(d) previously incurred by the Member or the Member's
                  Spouse or dependents (as defined in Code Section 152) or
                  necessary for those persons to obtain medical care (as
                  evidenced by a written estimate thereof);

                           (ii) purchase (excluding mortgage payments) of a
                  principal residence for the Member;

                           (iii) payment for tuition for the next 12 months of
                  post secondary education for the Member or the Member's
                  spouse, children or dependents (as defined in Code Section
                  152); or

                           (iv) the need to prevent the eviction of the Member
                  from his principal residence or foreclosure on the mortgage of
                  the Member's principal residence.

                           A person shall be considered to be dependent on the
         Member if the Member certifies that he reasonably expects to be
         entitled to claim that person as a dependent for Federal income tax
         purposes for a calendar year coinciding with the Plan Year in which the
         certification of hardship is made.

                  (b) A financial need shall be considered immediate if it must
         be satisfied in substantial part within a period of 12 months from the
         date on which the Member certifies his eligibility for a hardship
         withdrawal.

         6.6 Loans to Members: Except with respect to former Members of the Blue
Coral Plan, a Member who is an Employee and, to the extent not resulting in
discrimination prohibited by Section 401(a)(4) of the Code, any other Member or
any Beneficiary (including an "alternate



                                       30
<PAGE>

payee" within the meaning of Code Section 414(p)(8)) who is a "party in
interest" with respect to the Plan within the meaning of ERISA Section 3(14) and
who must be eligible to obtain a Plan loan in order for the exemption set forth
in 29 C.F.R. Section 2550.408b-1 to apply to the Plan, (hereinafter "Borrower"),
may make application to the Committee to borrow from the Accounts maintained by
or for the Borrower in the Trust Fund, and the Committee in its sole discretion
may permit such a loan. Any such loan shall be withdrawn from the Borrower's
Accounts in the following order: first, from the Rollover Account, if any,
second from the Prior Plan Account, if any, third from the After-Tax
Contribution Account, fourth from the Employer Matching Contribution Account and
last from the Pre-Tax Contribution Account. Loans shall be granted in a uniform
and non-discriminatory manner on terms and conditions determined by the
Committee which shall not result in more favorable treatment of highly
compensated employees and shall be set forth in written procedures promulgated
by the Committee in accordance with applicable governmental regulations. All
such loans shall also be subject to the following terms and conditions:

                  (a) The amount of the loan shall not exceed the lesser of (i)
         $50,000, or (ii) 50% of the present value of the Borrower's vested
         Account balance under the Plan. In no event shall a loan of less than
         $1,000 be made to a Borrower. A Borrower; may not have more than one
         loan outstanding at a time under this Plan and may not refinance an
         outstanding loan.

                  (b) The loan shall be for a term not to exceed five years,
         unless the loan is used to acquire any dwelling unit which within a
         reasonable time is to be used as a principal residence of the Borrower.
         A loan for the purchase of a principal residence shall be for a term
         not to exceed 20 years. The loan shall be evidenced by a note signed by
         the Borrower. The loan shall be payable in periodic installments and
         shall bear interest at a reasonable rate which shall be determined by
         the Committee on a uniform and consistent basis and set forth in the
         procedures in accordance with applicable governmental regulations.
         Payments by a Borrower who is an Employee receiving compensation from
         the Employer will be made by means of payroll deduction from the
         Borrower's compensation. If the Borrower is not receiving compensation
         from the Employer, the loan repayment shall be made in accordance with
         the terms and procedures established by the Committee. A Borrower may
         repay an outstanding loan in a single lump-sum payment before the
         scheduled due date for repayment of such loan but may not accelerate
         the payment of the loan by increasing the amount of the installments.

                  (c) In the event an installment payment is not paid on a
         scheduled due date, the Committee shall give written notice to the
         Borrower sent to his last known address. If such installment payment is
         not made within 90 days thereafter, the Committee may proceed with
         foreclosure in order to collect the full remaining loan balance or
         shall make such other arrangements with the Borrower as the Committee
         deems appropriate. Foreclosures need not be effected until occurrence
         of a distributable event under the terms of the Plan



                                       31
<PAGE>

         and no rights against the Borrower or the security shall be deemed
         waived by the Plan as a result of such delay.

                  (d) The unpaid balance of the loan, together with interest
         thereon, shall become due and payable upon the date of distribution of
         the Account or as set forth in the applicable procedures and the
         Trustee shall first satisfy the indebtedness from the amount payable to
         the Borrower or to the Borrower's Beneficiary before making any
         payments to the Borrower or to the Beneficiary.

                  (e) Any loan to a Borrower under the Plan shall be adequately
         secured. Such security shall include a pledge of a portion of the
         Borrower's right, title and interest in the Trust Fund which shall not
         exceed 50% of the present value of the Borrower's vested Account
         balance under the Plan as determined immediately after the loan is
         extended. Such pledge shall be evidenced by the execution of a
         promissory note by the Borrower which shall grant the security interest
         and provide that, in the event of any default by the Borrower on a loan
         repayment, the Committee shall be authorized to take any and all
         appropriate lawful actions necessary to enforce collection of the
         unpaid loan. The borrower may not reduce the Account's value below the
         value of any outstanding loan balance. Thus, a loan may limit
         availability of funds for withdrawal.

                  (f) A request by a Borrower for a loan shall be made by
         telephone or through ARU or the Internet specifying the amount of the
         loan. If a Borrower's request for a loan is approved, the Trustee shall
         make the loan in a lump-sum payment of cash to the Borrower.

                  (g) A loan to a Borrower shall be considered an investment of
         the separate Account(s) of the Borrower from which the loan is made.
         All loan repayments shall be reinvested in accordance with such
         Member's investment election for future contributions as further
         provided in Section 9.4.



                                       32
<PAGE>

                                   ARTICLE VII

                                MEMBERS' BENEFITS

         7.1 Retirement of Members on or after Retirement Date: Any Member who
terminates his Service on or after his Retirement Date shall be vested in and
entitled to receive the entire amount of his Account. The "entire amount" in
such Member's Account at termination of employment shall include any After-Tax
Contributions, Pre-Tax Contributions, and Employer Matching Contributions.
Payment of benefits due under this Section shall be made in accordance with
Section 8.1.

         7.2 Disability of Members: If the Committee shall find and advise the
Trustee that Service of a Member has been terminated because of physical or
mental disability, which in the judgment of the Committee, based upon advice of
competent physicians of their selection, will permanently prevent such Member
from resuming his Service with an Employer, such Member shall become entitled to
receive the entire amount of his Account. The "entire amount" in such Member's
Account shall include any After-Tax Contributions, Pre-Tax Contributions, and
Employer Matching Contributions. Payment of benefits due under this Section
shall be made in accordance with Section 8.1.

         7.3 Death of Members: In the event of the termination of Service of any
Member by death, and after receipt by the Committee of acceptable proof of
death, his Beneficiary shall be entitled to receive the entire amount in the
Member's Account. The "entire amount" in such Member's Account shall include any
After-Tax Contributions, Pre-Tax Contributions, and Employer Matching
Contributions. Payment of benefits due under this Section shall be made in one
lump sum.

         7.4 Other Termination of Service: In the event of termination of
Service of any Member for any reason other than retirement on or after his
Retirement Date, disability or death, a Member shall, subject to the further
provisions of this Plan, be entitled to receive the entire amount credited to
his After-Tax Contribution Account, Pre-Tax Contribution Account, Prior Plan
Account, and Rollover Account, plus any of his After-Tax and Pre-Tax
Contributions made but not yet allocated.

                  In addition, if the Member has completed at least five years
of Service, he will be eligible to receive 100% of his Employer Matching
Contribution Account. Upon termination of Service by a Member who has not
completed five years of Service, the following schedule will apply:



                                       33
<PAGE>

<Table>
<Caption>
                   Years of Service         Vested Percentage
                   ----------------         -----------------
<S>                <C>                      <C>
                     Less than 2                    0%
                           2                       25%
                           3                       50%
                           4                       75%
                           5                      100%
</Table>

The non-vested portion of the Employer Matching Contribution Account of a
terminated Member who has not completed five years of Service from and after the
Effective Date shall be a Forfeiture which shall be disposed of as provided in
Section 4.8. Payment of benefits due under this Section shall be made in
accordance with Section 8.1.

                  If a Member terminates his Service and thereafter recommences
such Service before he incurs five consecutive one-year Breaks In Service, any
amounts forfeited from the prior Employer Matching Contribution Account of such
Member upon his earlier termination of Service shall be reinstated to his new
Employer Matching Contribution Account (as provided in Section 4.3 hereof)
within a reasonable time after repayment by the Member of the amount of his
previous distribution. Such repayment must be made by means of a lump-sum cash
payment and before the earlier of (i) the occurrence of five consecutive
one-year Breaks In Service or (ii) five years from the date of recommencement of
Service.

         7.5 Valuation Dates Determinative of Member's Rights: In the case of
any Member whose Service is terminated for any reason, the amount to which such
Member or his Beneficiary is entitled upon such termination of Service shall be
determined as of the Valuation Date coinciding with or next following his
termination of Service.



                                       34
<PAGE>

                                  ARTICLE VIII

                               PAYMENT OF BENEFITS

         8.1 Payment of Benefits:

                  (a) Form of Benefits: Subject to Section 8.2, upon a Member's
         or former Member's entitlement to payment of benefits under Section
         7.1, 7.2 or 7.4, or a Beneficiary's entitlement to payment of benefits
         under Section 7.3, he shall file with the Committee his written
         election on such form or forms, and subject to such conditions, as the
         Committee shall provide. Payment of a Member's benefits will be made by
         payment in one lump sum. The amount which a Member is entitled to
         receive from the After-Tax and/or Pre-Tax Contribution Accounts at any
         time and from time to time may be paid in cash or in common stock of
         the Company, or in any combination thereof, provided no discrimination
         in value results therefrom. The amount which a Member, former Member or
         Beneficiary is entitled to receive from the Employer Matching
         Contribution Account at any time and from time to time shall be paid in
         shares of common stock of the Company unless such Member, former Member
         or Beneficiary has elected to receive the vested balance in his
         Employer Matching Contribution Account in cash.

                  (b) Timing of Benefits: The day following the date of the
         Member's termination of Service is the earliest date that payment of
         his benefits may commence and is herein referred to as such Member's
         "Distribution Date." Payment of a Member's benefits shall be made or
         commence as soon as practicable after his Distribution Date, subject to
         the Member's election to defer receipt thereof, but in any event must
         be made or commence prior to the expiration of 60 days after the end of
         the Plan Year within which such Member's Retirement Date occurs.

                  If the amount to which a terminated Member is entitled is not
more than $5,000 ($3,500 prior to January 1, 1998), such amount shall be paid to
the Member as soon as practicable after his Distribution Date; if such amount is
in excess of $5,000 ($3,500 prior to January 1, 1998), the distribution shall be
made only if the Member so consents. If such consent is withheld, distribution
of the amount to which the terminated Member is entitled shall be made to such
Member within 60 days after the end of the Plan Year in which occurs the earlier
of the Member's death or his attainment of age 70. If a Member's termination of
Service occurs after his attainment of age 70, distribution shall be made within
60 days after the end of the Plan Year in which termination occurs. If such
consent is withheld and the distribution of a Member's Account is delayed as
provided immediately above, the amount to which such Member is otherwise
entitled shall be segregated by the Trustee and deposited in an interest bearing
account for ultimate distribution pursuant to the above provisions of this
Section 8.1. Distribution of a Member's Account shall commence no later than
April 1 following the later of (i) the calendar year in which the Member attains
70 1/2 or (ii) the calendar year in which the Member's employment terminates,
provided, however, that clause (ii) of this sentence shall not apply in the



                                       35
<PAGE>

case of a Member who is a "5% owner" (as such term is defined in Section 416 of
the Code) with respect to the Plan Year ending in the calendar year in which
such Member attains 70 1/2.

         8.2 Direct Rollovers: Notwithstanding any provision of the Plan to the
contrary that would otherwise limit a Distributee's election under this Section
8.3, a Distributee may elect, at the time and in the manner prescribed by the
Committee, to have any portion of an Eligible Rollover Distribution greater than
$200 paid directly to an Eligible Retirement Plan specified by the Distributee
in a Direct Rollover. For the purposes of this Section the following definitions
shall apply:

                  (a) "Eligible Rollover Distribution" shall mean any
         distribution of all or any portion of the balance to the credit of the
         Distributee, except that an Eligible Rollover Distribution does not
         include: any distribution that is one of a series of substantially
         equal periodic payments (not less frequently than annually) made for
         the life (or life expectancy) of the Distributee or the joint lives (or
         joint life expectancies) of the Distributee and the Distributee's
         designated beneficiary, or for a specific period of ten years or more;
         any distribution to the extent such distribution is required under
         Section 401(a)(9) of the Code; the portion of any distribution that is
         not includable in gross income (determined without regard to the
         exclusion for net unrealized appreciation with respect to employer
         securities); and a hardship withdrawal under Section 6.5 hereof.

                  (b) "Eligible Retirement Plan" shall mean an individual
         retirement account described in Section 408(a) of the Code, an
         individual retirement annuity described in Section 408(b) of the Code,
         an annuity plan described in Section 403(a) of the code, or a qualified
         trust described in Section 401(a) of the Code, that accepts the
         Distributee's Eligible Rollover Distribution. However, in the case of
         an Eligible Rollover Distribution to the surviving spouse, an Eligible
         Retirement Plan is an individual retirement account or individual
         retirement annuity.

                  (c) "Distributee" shall mean a Member or former Member of the
         Plan. In addition, the Member's or Member's surviving spouse and the
         Member's or former Member's spouse or former spouse who is the
         alternate payee under a qualified domestic relations order, as defined
         in Section 414(p) of the code, are Distributees with regard to the
         interest of the spouse or former spouse.

                  (d) "Direct Rollover" shall mean a payment by the Plan to the
         Eligible Retirement Plan specified by the Distributee.

         8.3 Presenting Claims for Benefits: Any Member, former Member or the
Beneficiary of any deceased Member may submit written application to the
Committee for the payment of any benefit asserted to be due him under the Plan.
Such application shall set forth the nature of



                                       36
<PAGE>

the claim and such other information as the Committee may reasonably request.
Promptly upon the receipt of any application required by this Section, the
Committee shall determine whether or not the Member, former Member or
Beneficiary involved is entitled to a benefit hereunder and, if so, the amount
thereof and shall notify the claimant of its findings.

                  If a claim is wholly or partially denied, the Committee shall
so notify the claimant within 90 days after receipt of the claim by the
Committee, unless special circumstances require an extension of time for
processing the claim. If such an extension of time for processing is required,
written notice of the extension shall be furnished to the claimant prior to the
end of the initial 90-day period. In no event shall such extension exceed a
period of 90 days from the end of such initial period. The extension notice
shall indicate the special circumstances requiring an extension of time and the
date by which the Committee expects to render its final decision. Notice of the
Committee's decision to deny a claim in whole or in part shall be set forth in a
manner calculated to be understood by the claimant and shall contain the
following:

                  (a) the specific reason or reasons for the denial;

                  (b) specific reference to the pertinent Plan provisions on
         which the denial is based;

                  (c) a description of any additional material or information
         necessary for the claimant to perfect the claim and an explanation of
         why such material or information is necessary; and

                  (d) an explanation of the claims review procedure set forth in
         Section 8.5 hereof.

If notice of denial is not furnished, and if the claim is not granted within the
period of time set forth above, the claim shall be deemed denied for purposes of
proceeding to the review stage described in Section 8.5.

         8.4 Claims Review Procedure: If an application filed by a Member,
former Member or Beneficiary under Section 8.2 above shall result in a denial by
the Committee of the benefit applied for, either in whole or in part, such
applicant shall have the right, to be exercised by written application filed
with the Committee within 60 days after receipt of notice of the denial of his
application or, if no such notice has been given, within 60 days after the
application is deemed denied under Section 8.4, to request the review of his
application and of his entitlement to the benefit applied for. Such request for
review may contain such additional information and comments as the applicant may
wish to present. Within 60 days after receipt of any such request for review,
the Committee shall reconsider the application for the benefit in light of such
additional information and comments as the applicant may have presented, and if
the applicant shall have so requested, shall afford the applicant or his
designated representative a hearing before the Committee. The Committee shall
also permit the applicant or his designated representative to review pertinent
documents in its possession, including copies of the Plan document and
information provided by the Employer relating to the applicant's entitlement to
such benefit. The Committee shall make a final determination with respect to the
applicant's



                                       37
<PAGE>

application for review as soon as practicable, and in any event not later than
60 days after receipt of the aforesaid request for review, except that under
special circumstances, such as the necessity for holding a hearing, such 60-day
period may be extended to the extent necessary, but in no event beyond the
expiration of 120 days after receipt by the Committee of such request for
review. If such an extension of time for review is required because of special
circumstances, written notice of the extension shall be furnished to the
applicant prior to the commencement of the extension. Notice of such final
determination of the Committee shall be furnished to the applicant in writing,
in a manner calculated to be understood by him, and shall set forth the specific
reasons for the decision and specific references to the pertinent provisions of
the Plan upon which the decision is based. If the decision on review is not
furnished within the time period set forth above, the claim shall be deemed
denied on review.

         8.5 Disputed Benefits: If any dispute still exists between a Member,
former Member or a Beneficiary and the Committee after a review of the claim or
in the event any uncertainty shall develop as to the person to whom payment of
any benefit hereunder shall be made, the Trustee may withhold the payment of all
or any part of the benefits payable hereunder to the Member, former Member or
Beneficiary until such dispute has been resolved by a court of competent
jurisdiction or settled by the parties involved.



                                       38
<PAGE>

                                   ARTICLE IX

                           TRUST AGREEMENT; INVESTMENT
                          FUNDS; INVESTMENT DIRECTIONS

         9.1 Trust Agreement: The Company has entered into a Trust Agreement
governing the administration of the Trust established as of January 1, 2001,
under which UMB Bank, N.A., serves as Trustee, and the provisions of which are
herein incorporated by reference as fully as if set out herein.

         9.2 Investment Funds: The Trustee shall divide the Trust Fund into the
Company Stock Fund, the Devon Stock Fund (as hereinafter defined), the Newmont
Mining Company Stock Fund and such other additional Investment Funds which shall
be selected and reviewed from time to time by the Investment Committee. Each
Member's assets held in the Devon Stock Fund and the Newmont Mining Stock Fund
shall be further divided into two sub-accounts, the Devon and Newmont Mining
Employee Account and the Devon and Newmont Mining Employer Account. Any cash
dividends or other income paid with respect to the Devon and Newmont Mining Fund
shall be reinvested in Pennzoil-Quaker State Company Stock. A Member who has a
Devon or Newmont Mining Employee Account or Employer Account may elect to invest
all or any part of such accounts 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 or Newmont Mining
Employer Account may withdraw all of such vested account by giving the Committee
appropriate timely written notice of such withdrawal.

                  Contributions shall be paid into the Fund or Funds pursuant to
the directions of the Members given in accordance with the provisions of
Sections 9.3 and 9.4 as certified to the Trustee by the Committee. Employer
Matching Contributions shall be paid into the Company Stock Fund. Except as
otherwise provided herein, interest, dividends and other income and all profits
and gains produced by each such Investment Fund shall be paid into such
Investment Fund, and such interest, dividends and other income or profits and
gains, without distinction between principal and income, may be invested and
reinvested but only in the property specified for the particular Investment
Fund. As allowed in the exception provided in Section 407 of ERISA, amounts in
excess of 10% of the assets in the Trust Fund may be invested in Company Stock.

                  Each Member may invest his After-Tax and Pre-Tax Contribution
Accounts and his Prior Plan Account in increments of 1% in such Investment Funds
as selected by the Investment Committee.

                  In the event a Member fails to direct the manner of investing
his Pre-Tax Contribution Account or After-Tax Contribution Account as provided
herein, such Account shall be invested in the JP Morgan Diversified Fund. All
Employer Matching Contributions on behalf of each Member shall be invested
solely in shares of the common stock of the Company to be held in the Company
Stock Fund. Notwithstanding the foregoing, Matching Contributions on behalf of
each Member who is employed by Penreco shall be invested, during the Member's



                                       39
<PAGE>

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.

                  Each Member may direct that all or a part of his vested
Employer Matching Contribution Account consisting of full shares of common stock
of the Company or his existing Devon Stock Fund consisting of full shares of
Devon Stock be liquidated and the proceeds invested among the various Investment
Funds as provided in this Section 9.2.

         9.3 Benefits Paid Solely from Trust Fund: All of the benefits to be
paid under Article VIII shall be paid by the Trustee out of the Trust Fund to be
administered under such Trust Agreement. No fiduciary shall be responsible or
liable in any manner for payment of any such benefits, and all Members hereunder
shall look solely to such Trust Fund and to the adequacy thereof for the payment
of any such benefits of any nature or kind which may at any time be payable
hereunder.

         9.4 Committee Directions to Trustee: The Trustee shall make only such
distributions and payments out of the Trust Fund as may be directed by the
Committee. The Trustee shall not be required to determine or make any
investigation to determine the identity or mailing address of any person
entitled to any distributions and payments out of the Trust Fund and shall have
discharged its obligation in that respect when it shall have sent certificates
and checks or other papers by ordinary mail to such persons and addresses as may
be certified to it by the Committee.

         9.5 Authority to Designate Investment Manager: The Investment Committee
may appoint an investment manager or managers to manage (including the power to
acquire and dispose of) any assets of the Trust Fund in accordance with the
terms of the Trust Agreement and ERISA.



                                       40
<PAGE>

                                    ARTICLE X

                    ADOPTION OF PLAN BY OTHER ORGANIZATIONS;
                          SEPARATION OF THE TRUST FUND;
                     AMENDMENT AND TERMINATION OF THE PLAN;
                DISCONTINUANCE OF CONTRIBUTIONS TO THE TRUST FUND

         10.1 Adoptive Instrument: Any corporation or other organization with
employees, now in existence or hereafter formed or acquired which is not already
an Employer under this Plan and which is otherwise legally eligible, may, with
the approval of the Company by action of the Board of Directors, adopt and
become an Employer under this Plan by executing and delivering to the Company
and the Trustee an adoptive instrument specifying the classification of its
Employees who are to be eligible to participate in the Plan and by agreeing to
be bound as an Employer by all the terms of the Plan with respect to its
eligible Employees. The adoptive instrument may contain such changes and
variations in the terms of the Plan as may be acceptable to the Company. Any
such approved organizations which shall adopt this Plan shall designate the
Company as its agent to act for it in all transactions affecting the
administration of the Plan and shall designate the Committee to act for such
Employer and its Members in the same manner in which the Committee may act for
the Company and its Members hereunder. The adoptive instrument shall specify the
effective date of such adoption of the Plan and shall become, as to such
adopting Employer and its Employees, a part of this Plan. The Company may, in
its absolute discretion, terminate an adopting Employer's participation at any
time when in its judgment such adopting Employer fails or refuses to discharge
its obligations under the Plan.

                  Notwithstanding the above provisions of this Section or any
other provision of this Plan to the contrary, any employee or Member who becomes
an employee (pursuant to transfer or otherwise) of a subsidiary of a
participating Employer the outstanding common stock of which is at least 80%
owned by said participating Employer (or owned by a new subsidiary owned by a
participating Employer) will be eligible to participate in the Plan provided any
such employee or Member is paid through a payroll office located in the United
States and otherwise meets the eligibility requirements of the Plan. It shall
not be necessary for any such first tier or second tier subsidiary of a
participating Employer to formally adopt the Plan, such adoption to be deemed
automatic if this provision becomes operative unless (after due notice) the
board of directors or other appropriate governing authority of such subsidiary
shall direct otherwise within one year of the effective date of such adoption.

         10.2 Separation of the Trust Fund: A separation of the Trust Fund as to
the interest therein of the Members of any particular Employer may be made by an
Employer at any time. In such event, the Trustee shall set apart that portion of
the Trust Fund which shall be allocated to such Members pursuant to a valuation
and allocation of the Trust Fund made in accordance with the procedures set
forth in Sections 5.2 and 5.4, but as of the date when such separation of the
Trust Fund shall be effective. Such portion may in the Trustee's discretion be
set apart in cash or in kind out of the properties of the Trust Fund. That
portion of the Trust Fund so set apart shall continue to be held by the Trustee
as though such Employer had entered into the Trust Agreement as a separate trust
agreement with the Trustee. Such Employer may in such event



                                       41
<PAGE>

designate a new trustee of its selection to act as trustee under such separate
trust agreement. Such Employer shall thereupon be deemed to have adopted the
Plan as its own separate plan, and shall subsequently have all such powers of
amendment or modification of such plan as are reserved herein to the Company.

         10.3 Voluntary Separation: If any Employer shall desire to separate its
interest in the Trust Fund, it may request such a separation in a notice in
writing to the Company and the Trustee. Such separation shall then be made as of
any specified date after service of such notice, and such separation shall be
accomplished in the manner set forth in Section 10.2.

         10.4 Amendment of the Plan: The Company shall have the right to amend
or modify this Plan and (with the consent of the Trustee) the Trust Agreement at
any time and from time to time to any extent that it may deem advisable. Any
such amendment or modification shall be set out in an instrument in writing duly
authorized by the Board of Directors and executed by the Company. No such
amendment or modification shall, however, increase the duties or
responsibilities of the Trustee without its consent thereto in writing, or have
the effect of transferring to or vesting in any Employer any interest or
ownership in any properties of the Trust Fund, or of permitting the same to be
used for or diverted to purposes other than for the exclusive benefit of the
Members and their Beneficiaries. No such amendment shall decrease the Account of
any Member or shall decrease any Member's vested interest in his Account.
Notwithstanding anything herein to the contrary, the Plan or the Trust Agreement
may be amended in such manner as may be required at any time to make it conform
to the requirements of the Code or of any United States statutes with respect to
employees' trusts, or of any amendment thereto, or of any regulations or rulings
issued pursuant thereto, and no such amendment shall be considered prejudicial
to any then existing rights of any Member or his Beneficiary under the Plan.

         10.5 Acceptance or Rejection of Amendment by Employers: The Company
shall promptly deliver to each other Employer any amendment to this Plan or the
Trust Agreement. Each such Employer will be deemed to have consented to such
amendment unless it notifies the Company and the Trustee in writing within 30
days after receipt of the amendment that it does not consent thereto, and
requests a separation of its interest in the Trust Fund in accordance with the
provisions of Section 10.2, as of the first day of the month following such
written notification to the Company and the Trustee.

         10.6 Termination of the Plan: Subject to the terms of any applicable
Bargaining Agreement which may provide to the contrary, a termination of the
Plan as to any particular Employer (and only as to any such particular Employer)
shall occur under the following circumstances:

                  (a) The Plan may be terminated by the delivery to the Trustee
         of an instrument in writing approved and authorized by the board of
         directors of such Employer. In such event, termination of the Plan
         shall be effective as of any subsequent date specified in such
         instrument.



                                       42
<PAGE>

                  (b) Except as otherwise provided in Section 10.10, the Plan
         shall terminate effective at the expiration of 60 days following the
         merger into another corporation or dissolution of any Employer, or
         following any final legal adjudication of any Employer as a bankrupt or
         an insolvent, unless within such time a successor organization approved
         by the Company shall deliver to the Trustee a written instrument
         certifying that such organization (i) has become the Employer of more
         than 50% of those Employees of such Employer who are then Members under
         this Plan and (ii) has adopted the Plan as to its Employees. In any
         such event the interest in the Plan of any Member whose employment may
         not be continued by the successor shall be fully vested as of the date
         of termination of his Service, and shall be payable in cash or in kind
         within six months from the date of termination of his Service.

Any distribution made upon termination of the Plan shall be subject to the
distribution limitations otherwise applicable under the Plan, specifically
including the consent provisions of Section 8.1.

         10.7 Liquidation and Distribution of Trust Fund Upon Termination: In
the event a complete or partial termination of the Plan in respect of any
Employer shall occur, a separation of the Trust Fund in respect of the affected
Members of such Employer shall be made as of the effective date of such
termination of the Plan in accordance with the procedure set forth in Section
10.2. Following separation of the Trust Fund in respect of the Members of any
Employer as to whom the Plan has been terminated, the assets and properties of
the Trust Fund so set apart, other than common stock of the Company, shall be
reduced to cash as soon as may be expeditious under the circumstances. Any
administrative costs or expenses incurred incident to the final liquidation of
such separate trust funds shall be paid by the Employer, except that in the case
of bankruptcy or insolvency of such Employer any such costs shall be charged
against the Trust Fund. Following such partial reduction of such Trust Fund to
cash, the Accounts of the Members shall then be valued as provided in Sections
5.2 and 5.4 and shall be fully vested, whereupon each such Member shall become
entitled to receive the entire amount in his Account in cash and/or common stock
of the Company, as directed by the Committee. The terminating Employer shall
promptly advise the appropriate District Director of the Internal Revenue
Service of such complete or partial termination.

         10.8 Effect of Termination or Discontinuance of Contributions: If any
Employer shall terminate or partially terminate the Plan as to its Employees,
then all amounts credited to the Accounts of the Members of such Employer with
respect to whom the Plan has terminated shall become fully vested and
non-forfeitable. If any Employer shall completely discontinue its contributions
to the Trust Fund or suspend its contributions to the Trust Fund under such
circumstances as to constitute a complete discontinuance of contributions within
the meaning of Section 1.401-6(c) of the regulations under the Code, then all
amounts credited to the Accounts of the Members of such Employer shall become
fully vested and non-forfeitable, and throughout any such period of
discontinuance of contributions by an Employer all other provisions of the Plan
shall continue in full force and effect with respect to such Employer other than
the provisions for contributions by such Employer.



                                       43
<PAGE>

         10.9 Merger of Plan with Another Plan: In the event of any merger or
consolidation of the Plan with, or transfer in whole or in part of the assets
and liabilities of the Trust Fund to another trust fund held under, any other
plan of deferred compensation maintained or to be established for the benefit of
all or some of the Members of this Plan, the assets of the Trust Fund applicable
to such Members shall be transferred to the other trust fund only if:

                  (a) Each Member would (if either this Plan or the other plan
         then terminated) receive a benefit immediately after the merger,
         consolidation or transfer which is equal to or greater than the benefit
         he would have been entitled to receive immediately before the merger,
         consolidation or transfer (if this Plan had then terminated);

                  (b) Resolutions of the board of directors of the Employer
         under this Plan, or of any new or successor employer of the affected
         Members, shall authorize such transfer of assets, and, in the case of
         the new or successor employer of the affected Members, its resolutions
         shall include an assumption of liabilities with respect to such
         Members' inclusion in the new employer's plan; and

                  (c) Such other plan and trust are qualified under Sections
         401(a) and 501(a) of the Code.

         10.10 Consolidation or Merger with Another Employer: Notwithstanding
any provision of this Article X to the contrary, upon the consolidation or
merger of two or more Employers under this Plan with each other, the surviving
Employer or organization shall automatically succeed to all the rights and
duties under the Plan and Trust of the Employers involved, and their shares of
the Trust Fund shall, subject to the provisions of Section 10.9, be merged and
thereafter be allocable to the surviving Employer or organization for its
Members and their Beneficiaries.



                                       44
<PAGE>

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

         11.1 Terms of Employment: The adoption and maintenance of the
provisions of this Plan shall not be deemed to constitute a contract between any
Employer and Employee, or to be a consideration for, or an inducement or
condition of, the employment of any person. Nothing herein contained shall be
deemed to give to any Employee the right to be retained in the employ of an
Employer or to interfere with the right of an Employer to discharge an Employee
at any time, nor shall it be deemed to give to an Employer the right to require
any Employee to remain in its employ, nor shall it interfere with any Employee's
right to terminate his employment at any time.

         11.2 Controlling Law: Subject to the provisions of ERISA, this Plan
shall be construed, regulated and administered under the laws of the State of
Texas.

         11.3 Invalidity of Particular Provisions: In the event any provision of
this Plan shall be held illegal or invalid for any reason, said illegality or
invalidity shall not affect the remaining provisions of this Plan but shall be
fully severable, and this Plan shall be construed and enforced as if said
illegal or invalid provisions had never been inserted herein.

         11.4 Non-Alienation of Benefits: Except as otherwise provided below and
with respect to certain judgments and settlements pursuant to Section 401(a)(13)
of the Code, no benefit which shall be payable out of the Trust Fund to any
person (including a Member or Beneficiary) shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or
charge, and any attempt to anticipate, alienate, sell, transfer, assign, pledge,
encumber, or charge the same shall be void; and no such benefit shall in any
manner be liable for, or subject to, the debts, contracts, liabilities,
engagements, or torts of any such person, nor shall it be subject to attachment
or legal process for or against such person, and the same shall not be
recognized by the Trustee, except to the extent as may be required by law.

                  This provision shall not apply to a "qualified domestic
relations order" as defined in Code Section 414(p), and those other domestic
relations orders permitted to be so treated by the Committee under the
provisions of the Retirement Equity Act of 1984. The Committee shall establish a
written procedure to determine the qualified status of domestic relations orders
and to administer distributions under such qualified orders. Further, to the
extent provided under a "qualified domestic relations order," a former spouse of
a Member shall be treated as the spouse or surviving spouse for all purposes of
the Plan. If the Committee receives a qualified domestic relations order with
respect to a Member, the Committee may authorize the immediate distribution of
the amount assigned to the Member's former spouse pursuant to such order, to the
extent vested and permitted by law, from the Member's Pre-Tax, After-Tax, Prior
Plan, Prior Plan Savings and Rollover and Employer Matching Contribution
Accounts.

         11.5 Payments in Satisfaction of Claims of Members: Any payment or
distribution to any Member or his legal representative or any Beneficiary in
accordance with the provisions of this Plan shall be in full satisfaction of all
claims under the Plan against the Trust Fund, the



                                       45
<PAGE>

Trustee and the Employer. The Trustee may require that any distributee execute
and deliver to the Trustee a receipt and a full and complete release as a
condition precedent to any payment or distribution under the Plan.

         11.6 Payments Due Minors and Incompetents: If the Committee determines
that any person to whom a payment is due hereunder is a minor or is incompetent
by reason of physical or mental disability, the Committee shall have the power
to cause the payments becoming due such person to be made to another for the
benefit of such minor or incompetent, without the Committee or the Trustee being
responsible to see to the application of such payment. To the extent permitted
by ERISA, payments made pursuant to such power shall operate as a complete
discharge of the Committee, the Trustee and the Employer.

         11.7 Impossibility of Diversion of Trust Fund: Notwithstanding any
provision herein to the contrary, no part of the corpus or the income of the
Trust Fund shall ever be used for or diverted to purposes other than for the
exclusive benefit of the Members or their Beneficiaries or for the payment of
expenses of the Plan. No part of the Trust Fund shall ever directly or
indirectly revert to any Employer.

         11.8 Evidence Furnished Conclusive: The Employer, the Committee and any
person involved in the administration of the Plan or management of the Trust
Fund shall be entitled to reply upon any certification, statement, or
representation made or evidence furnished by a Member or Beneficiary with
respect to facts required to be determined under any of the provisions of the
Plan, and shall not be liable on account of the payment of any monies or the
doing of any act or failure to act in reliance thereon. Any such certification,
statement, representation, or evidence, upon being duly made or furnished, shall
be conclusively binding upon such Member or Beneficiary but not upon the
Employer or the Committee or any other person involved in the administration of
the Plan or management of the Trust Fund. Nothing herein contained shall be
construed to prevent any of such parties from contesting any such certification,
statement, representation, or evidence or to relieve the Member or Beneficiary
from the duty of submitting satisfactory proof of such fact.

         11.9 Copy Available to Members: A copy of the Plan, and of any and all
future amendments thereto, shall be provided to the Committee and shall be
available to Members and, in the event of the death of a Member, to his
Beneficiary, for inspection at the offices of his Employer during the regular
office hours of the Employer.

         11.10 Unclaimed Benefits: If at, after, or during the time when a
benefit hereunder is payable to any Member, Beneficiary or other distributee,
the Committee, upon request of the Trustee, or at its own instance, shall mail
by registered or certified mail to such Member, Beneficiary or other distributee
at his last known address a written demand for his then address or for
satisfactory evidence of his continued life, or both, and if such Member,
Beneficiary or distributee shall fail to furnish the same to the Committee
within two years from the mailing of such demand, then the Committee may, in its
sole discretion, determine that such Member, Beneficiary or other distributee
has forfeited his right to such benefit and may declare such benefit, or any
unpaid portion thereof, terminated as if the death of the distributee (with no
surviving Beneficiary) had occurred on the date of the last payment made
thereon, or on the date



                                       46
<PAGE>

such Member, Beneficiary or distributee first became entitled to receive benefit
payments, whichever is later; provided, however, that such forfeited benefit
shall be reinstated if a claim for the same is made by the Member, Beneficiary
or other distributee at any time thereafter. Such reinstatement shall be made
out of the Forfeitures for the Plan Year during which such claim was filed with
the Committee (as provided in Section 4.8); and, if Forfeitures for the Plan
Year are insufficient to reinstate such amounts, the Employer shall make the
Minimum Contribution required under Section 4.3 hereof.

         11.11 Headings for Convenience Only: The headings and subheadings
herein are inserted for convenience of reference only and are not to be used in
construing this instrument or any provision thereof.

         11.12 Successors and Assigns: This agreement shall bind and inure to
the benefit of the successors and assigns of the Employers.

         11.13 Plan Conditioned upon Internal Revenue Service Approval: Anything
in this Plan and the Trust Agreement to the contrary notwithstanding, if the
Internal Revenue Service determines that this Plan and the Trust Agreement do
not initially meet the requirements of the applicable provisions of the Code:

                  (a) The Employer shall execute and deliver any agreement
         amending the Plan, and the Employer and Trustee shall execute and
         deliver any agreement amending the Trust Agreement so that they will
         meet such requirements, if they approve such amendment.

                  (b) If the Employer or Trustee notifies the other that it does
         not approve such amendment:

                           (i) This Plan and related Trust Agreement shall be
                  cancelled and shall be null and void;

                           (ii) The rights and interests of all Members
                  hereunder shall be cancelled and terminated; and

                           (iii) Trustee shall terminate the Trust and all
                  moneys and property then constituting the assets of the Trust
                  Fund shall be returned to the Employer.



                                       47
<PAGE>

                                   ARTICLE XII

                            TESTING OF CONTRIBUTIONS

         12.1 Definitions: For purposes of this Article XII, the capitalized
words have the following meanings:

                  (a) "After-Tax Contributions" shall mean those contributions
         defined in Section 4.2.

                  (b) "Compensation" shall mean the Employee's total
         Compensation, as defined in Code Section 414(s), for services rendered
         to an Employer during the Plan Year and, unless the Committee elects
         otherwise, the Employee's Pre-Tax Contributions for the Plan Year and
         any amounts not currently included in the Employee's gross income by
         reason of the application of Section 125 of the Code.

                  (c) "Employer Matching Contributions" shall mean the amounts
         contributed to the Trust Fund by the Employer pursuant to Section 4.3.

                  (d) "Highly Compensated Employee" shall mean any Employee and
         any employee of an Affiliate who is a highly compensated employee under
         Section 414(q) of the Code, including any Employee and any employee of
         an Affiliate who during the Plan Year:

                           (i) was a 5% owner at any time during the Plan Year
                  or the preceding Plan Year; or

                           (ii) received Compensation (as defined in Section
                  5.3(III)(5)) in excess of $85,000 for the preceding Plan Year
                  (or such other amount as determined by the Secretary of the
                  Treasury in accordance with the provisions of Code Section
                  414(q)(1).

                  (e) "Pre-Tax Contributions" shall mean the amounts contributed
         to the Trust Fund out of a Member's Compensation pursuant to Section
         4.1.

         12.2 Actual Deferral Percentage: The Actual Deferral Percentage for a
specified group of Employees for a Plan Year shall be the average of the ratios
(calculated separately for each Employee in such group) of:

                  (a) The amount of Pre-Tax Contributions actually paid to the
         Plan on behalf of each such Employee for such Plan Year; over

                  (b) The Employee's Compensation (as defined in Section
         5.3(III)(5)) for such Plan Year. Notwithstanding any provision in this
         Plan to the contrary,



                                       48
<PAGE>

         an Employer may, to the extent permitted by the Code and applicable
         regulations, elect to include as Compensation pre-tax or after-tax
         contributions made under this Plan or any other plan of the Employer.

The Plan uses the Actual Deferred Percentage for Member's who are Highly
Compensated Employees and non-Highly Compensated Employees for the prior Plan
Year in performing the nondiscrimination testing required under this Section for
the current Plan Year.

The individual ratios and Actual Deferral Percentages shall be calculated to the
nearest 1/100 of 1% of an Employee's Compensation.

                  An eligible Employee for the purpose of computing the Actual
Deferral Percentage is defined in Treasury Regulation Section 1.401(k)-1(g)(4).
The Actual Deferral Percentage of an eligible Employee who makes no Pre-Tax
Contributions is zero.

         12.3 Actual Deferral Percentage Limits: The Actual Deferral Percentage
for the eligible Highly Compensated Employees for any Plan Year shall not exceed
the greater of (a) or (b), as follows:

                  (a) The Actual Deferral Percentage of Compensation for the
         eligible non-Highly Compensated Employees times 1.25; or

                  (b) The lesser of (i) the Actual Deferral Percentage of
         Compensation for the eligible non-Highly Compensated Employees times
         2.0 or (ii) the Actual Deferral Percentage of Compensation for the
         eligible non-Highly Compensated Employees plus two percentage points or
         such lesser amount as the Secretary of the Treasury shall prescribe to
         prevent the multiple use of this alternative limitation with respect to
         any Highly Compensated Employee.

                  The Actual Deferral Percentage for any Highly Compensated
Employee who is eligible to have deferred contributions allocated to his account
under one or more plans described in Section 401(k) of the Code that are
maintained by an Employer or an Affiliate in addition to this Plan shall be
determined as if all such contributions were made to this Plan. For purposes of
determining whether the Actual Deferral Percentage limits of Section 12.3 are
satisfied, all Pre-Tax Contributions that are made under two or more plans that
are aggregated for purposes of Code Section 401(a)(4) or 410(b) (other than Code
Section 410(b)(2)(A)(ii)) are to be treated as made under a single plan and if
two or more plans are permissively aggregated for purposes of Code Section
401(k) the aggregated plans must also satisfy Code Sections 401(a)(4) and 410(b)
as though they were a single plan.

         12.4 Reduction of Pre-Tax Contribution Rates by Leveling Method: If on
the basis of the Pre-Tax Contribution rates elected by Members for any Plan
Year, the Committee determines, in its sole discretion, that neither of the
tests contained in (a) or (b) of Section 12.3 will be satisfied, the Committee
may reduce the Pre-Tax Contribution rate of any Member who is among the eligible
Highly Compensated Employees to the extent necessary to reduce the overall
Actual Deferral Percentage for eligible Highly Compensated Employees to a level
which will



                                       49
<PAGE>

satisfy either (a) or (b) of Section 12.3. The reductions in Pre-Tax
Contribution rates shall be made in a manner so that the Actual Deferral
Percentage of the affected Members who elected the highest Actual Deferral
Percentage shall be first lowered to the level of the affected Members who
elected the next to the highest Actual Deferral Percentage. If further overall
reductions are required to achieve compliance with (a) or (b) of Section 12.3,
both of the above-described groups of Members will be lowered to the level of
Members with the next highest Actual Deferral Percentage, and so on, until
sufficient total reductions in Pre-Tax Contribution rates have occurred to
achieve compliance with (a) or (b) of Section 12.3. The Committee may, in
accordance with such uniform rules and procedures as it may in its discretion
prescribe, permit a Member whose Pre-Tax Contributions are reduced under this
paragraph, to elect to recharacterize a like amount as After-Tax Contributions.
Notwithstanding the foregoing, however, recharacterized Pre-Tax Contributions
shall, for purposes of this Plan other than this Article XII, continue to be
treated as Pre-Tax Contributions and not as After-Tax Contributions. The
Committee may also allow the Member to make an election to reduce his Pre-Tax
Contribution rate for the remainder of any Plan Year in which the Committee
determines, based on the Pre-Tax Contribution rates elected by Members, that
neither of the tests contained in Section 12.3 will be satisfied, and to receive
a distribution as of the end of the Plan Year of any such excess Pre-Tax
Contributions.

         12.5 Increase in Pre-Tax Contribution Rates: If a Member's Pre-Tax
Contribution rate is reduced below the level necessary to satisfy either (a) or
(b) of Section 12.3 for the Plan Year, such Member may be eligible to increase
his Pre-Tax Contribution rate for the remainder of the Plan Year to a level not
in excess of that level which will satisfy the greater of (a) or (b) of Section
12.3. Such an increase in the Pre-Tax Contribution rate shall be made by Members
on a uniform and non-discriminatory basis, pursuant to such rules and procedures
as the Committee may prescribe.

         12.6 Excess Pre-Tax Contributions: As soon as possible following the
end of the Plan Year, the Committee shall determine whether either of the tests
contained in Section 12.3 were satisfied as of the end of the Plan Year, and any
excess Pre-Tax Contributions, plus any income and minus any loss attributable
thereto, of those Members who are among the Highly Compensated Employees shall
be recharacterized as After-Tax Contributions or distributed and shall be
considered as taxable income to such Members. Any amounts recharacterized as
After-Tax Contributions shall be transferred to the comparable After-Tax
Contribution Accounts of such Members as of the end of such Plan Year; provided,
however, that such recharacterized amounts shall continue to be treated as
Pre-Tax Contributions for all purposes of the Plan other than this Article XII.
If the excess Pre-Tax Contributions are not recharacterized, such excess Pre-Tax
Contributions, plus any income and minus any loss attributable thereto, shall be
distributed to the affected Members as of the end of such Plan Year.

                  The amount of any excess Pre-Tax Contributions to be
recharacterized or distributed shall be reduced by Excess Deferrals previously
distributed to a Member pursuant to Section 4.1 for the taxable year ending in
the same Plan Year. All excess Pre-Tax Contributions shall be returned to the
Members no later than the last day of the following Plan Year. The excess
Pre-Tax Contributions, if any, of each Member who is among the Highly
Compensated Employees shall be determined by computing the maximum Actual
Deferral Percentage which



                                       50
<PAGE>

each such Member may defer under (a) or (b) of Section 12.3 and then reducing
the Actual Deferral Percentage of some or all of such Members through the
distribution [OR RECHARACTERIZATION] of such excess Pre-Tax Contributions of
such Members, on the basis of the amount of Pre-Tax Contributions of such
Members, as necessary to reduce the overall Actual Deferral Percentage for
eligible Members who are among the Highly Compensated Employees to a level which
satisfies either (a) or (b) of Section 12.3, according to the following
procedures:

                  (a) The Pre-Tax Contributions of the Highly Compensated
         Employee or Employees with the highest dollar amount of Pre-Tax
         Contributions shall be reduced to equal the dollar amount of the
         Pre-Tax Contributions of the Highly Compensated Employee or Employees
         with the next highest dollar amount of Pre-Tax Contributions;

                  (b) The reduction amount determined in the preceding sentence
         shall be distributed to the Highly Compensated Employee or Employees
         who had the highest dollar amount of Pre-Tax Contributions prior to
         such reduction; and

                  (c) The procedures in clauses (a) and (b) above shall be
         repeated until the total excess Pre-Tax Contributions are distributed
         and compliance is achieved under (a) or (b) of Section 12.3 hereof.

                  If these distributions are made, the Actual Deferral
Percentage is treated as meeting the nondiscrimination test of Section 401(k)(3)
of the Code regardless of whether the Actual Deferral Percentage, if
recalculated after distributions, would satisfy Section 401(k)(3) of the Code.
The above procedures are used for purposes of recharacterizing excess Pre-Tax
Contributions under Section 401(k)(8)(A)(ii) of the Code. For purposes of
Section 401(m)(9) of the Code, if a corrective distribution of excess Pre-Tax
Contributions has been made, or a recharacterization has occurred, the Actual
Deferral Percentage for Highly Compensated Employees is deemed to be the largest
amount permitted under Section 401(k)(3) of the Code.

                  The income or loss attributable to the Member's excess Pre-Tax
Contributions for the Plan Year shall be determined by multiplying the income or
loss attributable to the Member's Pre-Tax Contributions Account for the Plan
Year by a fraction, the numerator of which is the excess Pre-Tax Contributions
and the denominator of which is the Member's Pre-Tax Contributions Account.
Unless the Administrative Committee elects otherwise, the income or loss
attributable to the Member's excess Pre-Tax Contributions for the period between
the end of the Plan Year and the date of distribution shall be determined using
the safe harbor method set forth in Treasury Regulations to Section 401(k) of
the Code, and shall be equal to 10% of the allocable income or loss for the Plan
Year, calculated as set forth immediately above, multiplied by the number of
calendar months that have elapsed since the end of such Plan Year. A calendar
month shall be deemed to have elapsed and shall be counted as a full month for
this purpose if the distribution of excess Pre-Tax Contributions is made after
the 15th day of that month; otherwise such distribution shall be treated as
having been made on the last day of the preceding month. Excess Pre-Tax
Contributions shall be treated as Annual Additions under Section 5.3 of the
Plan.



                                       51
<PAGE>

         12.7 Contribution Percentage: The Contribution Percentage for a
specified group of Employees for a Plan Year shall be the average of the ratios
(calculated separately for each Employee in such group) of:

                  (a) The total of the After-Tax Contributions and Employer
         Matching Contributions (the "Aggregate Contributions") paid under the
         Plan on behalf of each Employee for such Plan Year; to

                  (b) The Employee's Compensation (as defined in Section
         5.3(III)(5)) for such Plan Year.

         The Plan uses the Contribution Percentage for Members who are Highly
         Compensated Employees and non-Highly Compensated Employees for the
         prior Plan Year in performing the nondiscrimination testing
         requirements under this Section for the current Plan Year.

                  In computing the Contribution Percentage, the Employer may
elect to take into account after-tax and pre-tax contributions made under this
Plan or any other plan of the Employer to the extent that the following
requirements are satisfied:

                  (1) the amount of non-elective contributions, including those
         qualified non-elective contributions treated as Employer Matching
         Contributions for purposes of calculating the Contribution Percentage,
         satisfies the requirements of Section 401(a)(4) of the Code;

                  (2) the amount of non-elective contributions, excluding those
         qualified non-elective contributions treated as Employer Matching
         Contributions for purposes of calculating the Contribution Percentage
         and those qualified non-elective contributions treated as elective
         contributions under Section 1.401(k)-1(b)(5) for purposes of
         calculating the Actual Deferral Percentage, satisfies the requirements
         of Section 401(a)(4) of the Code;

                  (3) the elective contributions, including those treated as
         Employer Matching Contributions for purposes of calculating the
         Contribution Percentage, satisfy the requirements of Section 401(k)(3)
         of the Code;

                  (4) the qualified non-elective contributions are allocated to
         the Employee under the Plan as of a date within the Plan Year and the
         elective contributions satisfy Section 1.401(k)-1(b)(i) for the Plan
         Year; and, if applicable, the Plan and the plans to which the qualified
         non-elective contributions and elective contributions are made, are or
         could be aggregated for purposes of Section 410(b).

A Member's Contribution Percentage shall be determined after determining the
Member's Excess Deferrals, if any, pursuant to Section 4.1, and after
determining the Member's excess Pre-Tax Contributions pursuant to Section 12.6.



                                       52
<PAGE>

         12.8 Contribution Percentage Limits: The Contribution Percentage for
the eligible Employees for any Plan Year who are Highly Compensated Employees
shall not exceed the greater of (a) or (b), as follows:

                  (a) The Contribution Percentage for the eligible Employees who
         are not Highly Compensated Employees times 1.25; or

                  (b) The lesser of (i) the Contribution Percentage for the
         eligible Employees who are not Highly Compensated Employees times 2.0
         or (ii) the Contribution Percentage for the eligible Employees who are
         not Highly Compensated Employees plus two percentage points or such
         lesser amount as the Secretary of the Treasury shall prescribe to
         prevent the multiple use of this alternative limitation with respect to
         any Highly Compensated Employee.

                  The Contribution Percentage for any Highly Compensated
Employee for any Plan Year who is eligible to have matching employer
contributions made on his behalf or to make after-tax contributions under one or
more plans described in Section 401(a) of the Code that are maintained by an
Employer or an Affiliate in addition to this Plan shall be determined as if all
such contributions were made to this Plan.

                  In the event that this Plan must be combined with one or more
other plans in order to satisfy the requirements of Code Section 410(b), then
the Contribution Percentage shall be determined as if all such plans were a
single plan. If two or more plans are permissively aggregated for the purposes
of Code Section 410(b) (other than the average benefit percentage test), then
the Contribution Percentage shall be determined as if all such plans were a
single plan.

         12.9 Treatment of Excess Aggregate Contributions: If neither of the
tests described in (a) or (b) of Section 12.8 are satisfied, the excess
Aggregate Contributions, plus any income and minus any loss attributable
thereto, shall be forfeited, or if not forfeitable, shall be distributed no
later than the last day of the Plan Year following the Plan Year in which such
excess Aggregate Contributions were made. Such income shall include the
allocable gain or loss for the Plan Year. The income or loss attributable to the
Member's excess Aggregate Contributions for the Plan Year shall be determined by
multiplying the income or loss attributable to the Member's Employer Matching
Contribution Account and After-Tax Contribution Account for the Plan Year by a
fraction, the numerator of which is the excess Aggregate Contribution, and the
denominator of which is the Member's total Employer Matching Contribution
Account and After-Tax Contribution Account balance. Unless the Committee elects
otherwise, the income or loss attributable to the Member's excess Aggregate
Contributions for the period between the end of the Plan Year and the date of
distribution shall be determined using the safe harbor method set forth in
Treasury Regulations to Code Section 401(m), and shall be equal to 10% of the
allocable income or loss for the Plan Year (as calculated immediately above)
multiplied by the number of calendar months that have elapsed since the end of
the Plan Year. A calendar month shall be deemed to have elapsed and a full month
shall be counted for this purpose if the distribution of excess Aggregate
Contributions is made after the 15th day of that month; otherwise such



                                       53
<PAGE>

distribution shall be treated as having been made on the last day of the
preceding month. Excess Aggregate Contributions shall be treated as Annual
Additions under Section 5.3 of the Plan.

                  The excess Aggregate Contributions, if any, of each Member who
is among the Highly Compensated Employees shall be determined by computing the
maximum Contribution Percentage under (a) or (b) of Section 12.8 and then
reducing the Contribution Percentage of some or all of such Members whose
Contribution Percentage exceeds the maximum through the distribution or
forfeiture of the excess Aggregate Contributions, on the basis of the amount of
such excess contributions attributable to such Members, as necessary to reduce
the overall Contribution Percentage for eligible Members who are among the
Highly Compensated Employees to a level which satisfies either (a) or (b) of
Section 12.8, as necessary according to the following procedures:

                  (a) The Aggregate Contributions of the Highly Compensated
         Employee or Employees with the highest dollar amount of such
         contributions shall be reduced to equal the dollar amount of the
         Aggregate Contributions of the Highly Compensated Employee or Employees
         with the next highest dollar amount of such contributions;

                  (b) The reduction amount determined in the preceding sentence
         shall be forfeited by or, if not forfeitable, distributed to the Highly
         Compensated Employee or Employees who had the highest dollar amount of
         Aggregate Contributions prior to such reduction; and

                  (c) The procedures in clauses (a) and (b) above shall be
         repeated until the total excess Aggregate Contributions are forfeited
         and/or distributed and compliance is achieved under (a) or (b) of
         Section 12.8 hereof.

                  If these forfeitures and/or distributions are made, the
Contribution Percentage is treated as meeting the nondiscrimination test of
Section 401(m)(2) of the Code regardless of whether the Contribution Percentage,
if recalculated after such forfeitures and/or distributions would satisfy
Section 401(m)(2) of the Code. For purposes of Section 401(m)(9) of the Code, if
a corrective distribution of excess Aggregate Contributions has been made, the
Contribution Percentage for Highly Compensated Employees is deemed to be the
largest amount under Section 401(m)(2) of the Code.

                  For each Member who is a Highly Compensated Employee, the
amount of excess Aggregate Contributions is equal to the total Employer
Contributions on behalf of the Member (determined prior to the application of
this paragraph) minus the amount determined by multiplying the Member's actual
contribution ratio (determined after application of this paragraph) by his
Compensation used in determining such ratio. The individual ratios and
Contribution Percentages shall be calculated to the nearest 1/100 of 1% of the
Employee's Compensation.

         12.10 Multiple Use of Alternative Limitation: The rules set forth in
Treasury Regulation Section 1.401(m)-2(b) for determination of multiple use of
the alternative methods of



                                       54
<PAGE>

compliance with respect to Sections 12.3 and 12.8 are hereby incorporated into
the Plan. If a multiple use of the alternative limitation occurs with respect to
two or more plans or arrangements maintained by an Employer, it shall be treated
as an excess Aggregate Contribution and must be corrected by reducing the actual
contribution ratio of Highly Compensated Employees eligible both to make
elective contributions to receive matching contributions under the 401(k)
arrangement or to make contributions under the 401(m) plan. Such reduction shall
be by the leveling process set forth in Section 12.9.



                                       55
<PAGE>

                  IN WITNESS WHEREOF, the Company has executed these presents as
evidenced by the signatures affixed hereto of its officers hereunto duly
authorized, and by its corporate seal being affixed hereto, in a number of
copies, all of which shall constitute but one and the same instrument which may
be sufficiently evidenced by any such executed copy hereof, as of the 14th day
of August, 2001.

                                       PENNZOIL-QUAKER STATE COMPANY



                                       By /s/ RAYMOND T. FISCHER
                                         ---------------------------------------
                                         Raymond T. Fischer
                                         Agent and Attorney-in-Fact

ATTEST:

/s/ SUSAN DIANE KOONTZ
----------------------------------
Assistant Secretary

[SEAL]



                                       56
<PAGE>

                                    EXHIBIT A


                  (a) Local 8-455, Oil, Chemical & Atomic Workers, International
Union

                  (b) Local 4-245, Oil, Chemical & Atomic Workers, International
Union

                  (c) Local 8-889, Oil, Chemical & Atomic Workers, International
Union

                  (d) Local #347, International Union of Operating Engineers

                  (e) Local #273 (Pittsburgh, Pennsylvania), International
Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers of America

                  (f) Local #273 (Oil City, Pennsylvania), International
Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers of America

                  (g) Local #273 (Mercer, Pennsylvania), International
Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers of America

                  (h) Local #170, International Brotherhood of Teamsters,
Chauffeurs, Warehousemen and Helpers of America (Penreco - Magee Brothers
Franklin Park IL and Karns City Drivers 8290)

                  (i) Local #743, International Brotherhood of Teamsters,
Chauffeurs, Warehousemen and Helpers of America (Penreco - Magee Brothers 8380)

                  (j) Local #70, International Brotherhood of Teamsters,
Chauffeurs, Warehousemen and Helpers of America (Alameda, CA Specialty Plan
Operators 8280)

                  (k) Local #853, International Brotherhood of Teamsters,
Chauffeurs, Warehousemen and Helpers of America (Alameda, CA Specialty Plan
Operators 8300)

                  (l) Local #397, International Brotherhood of Teamsters,
Chauffeurs, Warehousemen and Helpers of America (North East, PA Distribution
Center Drivers 8250)

                  (m) Local #416, International Brotherhood of Teamsters,
Chauffeurs, Warehousemen and Helpers of America (Blue Coral, Cleveland 8630
8635)