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                                                                 EXHIBIT 99.3(a)

                                PENNZOIL COMPANY
                           SAVINGS AND INVESTMENT PLAN
                              FOR HOURLY EMPLOYEES

               (As Amended and Restated Effective October 1, 1994)


                                 First Amendment

         Pennzoil Company, a Delaware corporation (the "Company"), having
established the Pennzoil Company Savings and Investment Plan for Hourly
Employees, effective January 1, 1989, as having thereafter amended and restated
said Plan effective October 1, 1994 (the "Plan"), and having reserved the right
under Section 10.4 thereof to amend the Plan, does hereby amend the Plan,
effective as of October 1, 1994, as follows:

         1. The first sentence of Section 4.1 of the Plan is hereby deleted and
replaced with the following:

         "Except as provided below, 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 twelve percent (12%), subject to the
     limitations set forth in the following schedule:

<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                         12%
</TABLE>



         Each eligible Employee, represented by either Local #175 International
     Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers of America
     or Local #699 United Electrical, Radio and Machine Workers of America 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




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     more than six percent (6%), subject to the limitations set forth in the
     following schedule:

<TABLE>
<CAPTION>
                                            Maximum Pre-Tax
          Years of                           and After-Tax
        Participation                      Contribution Rate
      ------------------                   -----------------
      <S>                                  <C>

      Less than 5 years                           3%
      5 - 10 years                                4%
      More than 10 years                          6%"
</TABLE>


         2. The first sentence of Section 4.2 of the Plan is hereby deleted and
replaced with the following:

         "Except as provided below, 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 twelve
     percent (12%) of his Compensation; provided, however, that the aggregate of
     a Member's Pre-Tax Contributions and 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 twelve percent
     (12%) of the Member's Compensation.


         Each eligible Employee represented by either Local #175, International
     Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers of America
     or Local #699 United Electrical Radio and Machine Workers of America,
     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
     six percent (6%) of his compensation provided, however, that the aggregate
     of a Member's Pre-Tax Contributions and 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 six percent (6%)
     of the Member's Compensation."

         IN WITNESS WHEREOF, Pennzoil 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




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the same instrument, which may be sufficiently evidenced by any executed copy
thereof, this 16th day of May, 1996, but effective as of April 1, 1994.

                                                  PENNZOIL COMPANY



                                                  By: /s/ WILLIAM B. ST. CLAIR
                                                      ------------------------
                                                      William B. St. Clair
                                                      Agent and Attorney-in-Fact

ATTEST:



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


[SEAL]




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