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                                                                    EXHIBIT 99.2


                          PENNZOIL-QUAKER STATE COMPANY
                           SAVINGS AND INVESTMENT PLAN

                        (As Established January 1, 1999)


                                 Third Amendment

                  Pennzoil-Quaker State Company, a Delaware corporation
("Pennzoil"), having established the Pennzoil-Quaker State Company Savings and
Investment Plan, effective January 1, 1999, (the "Plan") and having reserved the
right under Section 10.4 thereof to amend the Plan does hereby amend the Plan,
effective as of the dates specified herein, as follows:


                  1. The second and third sentences under the definition of
Employee in Article I of the Plan are hereby amended, in their entirety,
effective as of January 1, 2000, to read as follows:

         "Notwithstanding anything herein to the contrary, the term "Employee"
         excludes any person who performs services for an Employer pursuant to
         an arrangement wherein the person is designated as a consultant or
         independent contractor, or any leased employee. For purposes of this
         section, the term "leased employee" means any person who is not
         employed by an Employer but who provides services performed under the
         primary direction or control of the Employer and pursuant to an
         agreement between the Employer and a third party."

                  2. Section 4.10 of the Plan is hereby amended in its entirety,
effective as of May 8, 2000, to read as follows:

                  "4.10 Prior Plan Account: The Committee shall instruct the
         Trustee to accept a transfer of a Member's Prior Plan Account. That
         portion of a Member's Prior Plan account consisting of full shares of
         Devon Energy Corporation common stock (formerly PennzEnergy Company
         common stock and hereinafter 'Devon Stock'), Battle Mountain Gold
         Company common stock ('BMGC Stock'), and that Pennzoil-Quaker State
         Company common stock ('Pennzoil-Quaker State Stock') held in a frozen
         account by the Member in the Prior Plan 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 Plan Account. The BMGC Stock
         shall at all times remain invested in such stock. Except as provided
         below, no portion of any such Prior Plan Account may be commingled with
         other assets of the Trust Fund for investment purposes and any cash
         dividends or other income paid with respect to the Account





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         shall be reinvested in Pennzoil-Quaker State Company Stock. Such Prior
         Plan Account shall at all times be 100% vested in the Employee or
         Member, shall not share in Employer Matching Contribution allocations,
         and with respect to BMGC Stock and Devon Stock shall not share in the
         Income of the Trust Fund. Subject to such rules and procedures as may
         be adopted by the Committee and communicated to the Members, any Member
         may withdraw any or all of that portion of the Member's Prior Plan
         Account 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 Plan Account shall be distributed in kind in
         accordance with Article VIII. As provided under Section 9.2, 9.3 and
         9.4 of the Plan, a Member who has a Prior Plan Account may elect to
         invest all or any part of such Prior Plan Account other than those
         assets held in BMGC Stock in any of the Investment Funds authorized
         under Section 9.3."

                  3. The first paragraph of Section 9.2 of the Plan is hereby
amended in its entirety, effective as May 8, 2000, to read as follows:

                  "9.2 Investment Funds: The Trustee shall divide the Trust Fund
         into the Company Stock Fund, the Battle Mountain Gold Company Stock
         Fund, the Devon Stock Fund (as hereinafter defined) and such additional
         Investment Funds which shall be selected and reviewed from time to time
         by the Investment Committee. The Devon Stock Fund, formerly the
         PennzEnergy Company Stock Fund, is a frozen fund established effective
         as of December 31, 1998, consisting only of shares of common stock of
         Devon Energy Corporation, and cash in lieu of fractional shares. Each
         Member's assets held in the Devon Stock Fund shall be further divided
         into two sub-accounts, the Devon Employee Account and the Devon
         Employer Account. Any cash dividends or other income paid with respect
         to the Devon Fund shall be reinvested in Pennzoil-Quaker State Company
         Stock. A Member who has a Devon Employee Account or Devon Employer
         Account may elect to invest all or any part of such Devon Employee
         Account or Devon Employer Account in any of the Investment Funds
         authorized herein. Subject to such rules and procedures as may be
         adopted by the Committee and communicated to Members, any Member who
         has a Devon Employer Account may withdraw all of such account by giving
         the Committee appropriate timely written notice of such withdrawal.
         Notwithstanding the foregoing, Matching Contributions on behalf of each
         Member who is employed by Penreco shall be invested, during the Member'
         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."



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                           IN WITNESS WHEREOF, Pennzoil-Quaker State Company has
caused these presents to be executed by its duly authorized officers in a number
of copies, all of which shall constitute one and the same instrument, which may
be sufficiently evidenced by any executed copy thereof, this 2nd day of August,
2000, but effective as herein provided.


                                            PENNZOIL-QUAKER STATE COMPANY

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

ATTEST:


/s/  LINDA F. CONDIT
---------------------------
Secretary

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