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                                                                 EXHIBIT 99.3(e)

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

               (As Amended and Restated Effective October 1, 1994)


                                 Fifth Amendment

         Pennzoil Company, a Delaware corporation ("Pennzoil"), having
established the Pennzoil Company Savings and Investment Plan for Hourly
Employees, effective January 1, 1989, and having thereafter amended and restated
said Plan effective October 1, 1994 (the "Plan"), by action of the Board of
Directors of Pennzoil on December 2, 1998 transferred the Plan to Pennzoil
Products Company, renamed the company Pennzoil-Quaker State Company (the
"Company"), and concurrent therewith transferred the right under Section 10.4
thereof to amend the Plan. Therefore, the Company does hereby amend the Plan,
effective as herein provided, as follows:

         1. The Plan is hereby amended, effective August 16, 1999, by changing
all references to PennzEnergy Company stock therein to Devon Energy Corporation
stock.

         2. Article I of the Plan is hereby amended, effective January 1, 1999,
by amending the following definition to read as follows:

         "Prior Savings Plan Account: The account maintained by a Member who
     previously participated in the Pennzoil-Quaker State Company Savings and
     Investment Plan pursuant to the provisions of such plan and which has been
     transferred to this Plan pursuant to Section 4.11 and adjustments relating
     thereto."

         3. Section 4.11 of the Plan is hereby amended, to read as follows:

        "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 PennzEnergy Company common stock ("PennzEnergy
     Stock"), Battle Mountain Gold Company Common Stock ("BMGC Stock"), and cash
     in lieu of fractional shares from the Prior Savings Plan, 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




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     this Plan, which shall be designated as a Prior Savings Plan Account and,
     with respect to the BMGC Stock, shall at all times remain invested in such
     stock. Except as provided below, no portion of any such Prior Savings 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 such stock funds shall be reinvested in Pennzoil-Quaker State
     Company Common Stock. Such Prior Savings Plan Account shall at all times be
     100% vested in the Employee or Member, and shall not share in the Income of
     the Trust Fund in accordance with Section 5.2 or in Employer Matching
     Contribution allocations. 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 Prior Savings 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
     Savings Plan Account invested in the BMGC or PennzEnergy 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, other than those assets held in the Prior
     Savings Plan Employer Account and BMGC Stock, in any of the Investment
     Funds authorized under Section 9.2."

         4. Sections 6.1 and 6.3 of Article VI are hereby amended, effective
January 1, 1999, changing any references to Prior Plan Account therein to Prior
Savings Plan Employer Account.

         5. The first paragraph of Section 9.2 of the Plan is hereby amended in
its entirety, effective October 15, 1999, to read as follows:

         "The Trustee shall divide the Trust Fund into the Company Stock Fund
     and the PennzEnergy Company Stock Fund as hereinafter defined. `The
     PennzEnergy Company Stock Fund' is a frozen fund established effective as
     of December 31, 1998, consisting only of shares of common stock of
     PennzEnergy Company, cash in lieu of fractional shares and shares of
     PennzEnergy Company Common Stock representing the reinvestment of
     dividends, earnings and/or income attributable to this fund. Each Member's
     assets held in the PennzEnergy Company Stock Fund shall be further divided
     into two sub-accounts the PennzEnergy Employee Account and the PennzEnergy
     Employer Account. Except as provided below, no portion of the PennzEnergy
     Company Stock Fund may be comingled with other assets of the Trust Fund for
     investment purposes and any cash dividends or other income paid with
     respect to the Fund shall be reinvested in Pennzoil-Quaker State Stock. A
     Member who has a PennzEnergy Employee Account may elect to invest all or
     any part of such PennzEnergy Employee Account in any of the Investment
     Funds authorized herein. Subject to such rules and procedures as may be
     adopted by the




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     Committee and communicated to Members, any Member who has a PennzEnergy
     Employer Account may withdraw all of such account by giving the Committee
     appropriate timely written notice of such withdrawal."

         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 1st day of October,
1999, 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

[SEAL]




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