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                                                                 EXHIBIT 99.2(a)


                          PENNZOIL-QUAKER STATE COMPANY
                           SAVINGS AND INVESTMENT PLAN

                        (As Established January 1, 1999)


                                 First 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 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 definition of Prior Plan Account therein to read as follows:

          "Prior Plan Account": The account maintained for a Prior Plan Member
     pursuant to the provisions of the Prior Plan and transferred to this Plan
     pursuant to Section 4.10, as well as adjustments relating thereto."

          3. Section 4.10 of the Plan is hereby amended, effective January 1,
1999, 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 PennzEnergy
     Company common stock ("PennzEnergy 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 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 Plan Account may be co-mingled with other assets of the
     Trust Fund for investment purposes and any cash dividends or other income
     paid with respect to the Account shall be reinvested in Pennzoil-Quaker
     State Stock. Such Prior 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


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     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 the Member, 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 withdrawal. Upon termination of
     employment, the total amount of the Prior Plan Account shall be distributed
     in kind and 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 the Prior Plan Employer Account and BMGC Stock in any of the
     Investment Funds authorized under Section 9.3."

          4. Section 6.3 of the Plan is hereby amended effective January 1,
1999, amending Section 6.3 to read as follows:

          "6.3 Limitation on Withdrawals: Any provision of Section 6.2 hereof to
     the contrary notwithstanding, an Employee on suspended status may not make
     a withdrawal and an Employee must withdraw the entire amount in his Prior
     Plan Employer Account, After-Tax Contribution Account and Rollover Account,
     if any, prior to exercising the right to withdraw from the Employee's
     Employer Contribution Account."

                    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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