Pennzoil Quaker State Co Sample Contracts

Pennzoil Quaker State Co – Press Release: November 1, 2002 (November 1st, 2002)

EXHIBIT 99.1 Press Release: November 1, 2002 Pennzoil-Quaker State Company Terminates Debt Tender Offers and Consent Solicitations Houston, TX -- Pennzoil-Quaker State Company ("Pennzoil"), a wholly owned subsidiary of Shell Oil Company, announced today that less than 90% of its outstanding 10% Senior Notes, Series B, due 2008 (the "10% notes") were validly tendered on or prior to 12:00 midnight, New York time, on October 31, 2002. Accordingly, Pennzoil is not required to purchase, and will not purchase, any 10% notes tendered pursuant to Pennzoil's 10% note tender offer, pursuant to the terms of such offer as described in Pennzoil's Offer to Purchase and Consent Solicitation Statement dated October 2, 2002 (the "Offer to Purchase"), as amended. In respect of Pennzoil's previously announced 10% note alternative offer for its 10% notes, no 10% notes were tendered pursuant to such o

Pennzoil Quaker State Co – Press Release: October 31, 2002 (October 31st, 2002)

Exhibit 99.1 Press Release: October 31, 2002 Pennzoil-Quaker State Company Completes Debt Tender Offers and Consent Solicitations Houston, TX--Pennzoil-Quaker State Company ("Pennzoil"), a wholly owned subsidiary of Shell Oil Company, announced today that it has successfully completed the previously announced tender offers (the "Offers") and consent solicitations in respect of each of Pennzoil's 6.625% Notes due 2005, 6.750% Notes due 2009, and 7.375% Debentures due 2029 (the "notes") made pursuant to the Offer to Purchase and Consent Solicitation Statement dated October 2, 2002 (the "Offer to Purchase"). The Offers expired at 12:00 midnight, New York time, on October 30, 2002. Pennzoil has accepted for payment, in accordance with the terms of the Offer to Purchase, all notes that were validly tendered prior to the expiration time. Settlement is expected to occur on November 1, 2002. The percentages of each series of

Pennzoil Quaker State Co – PENNZOIL-QUAKER STATE COMPANY AMENDS AND EXTENDS 10% NOTE OFFERS; CONSENT (October 18th, 2002)

Exhibit 99.1 PENNZOIL-QUAKER STATE COMPANY AMENDS AND EXTENDS 10% NOTE OFFERS; CONSENT PAYMENT DEADLINES EXPIRE FOR OTHER DEBT TENDER OFFERS Houston, TX--Pennzoil-Quaker State Company, a wholly owned subsidiary of Shell Oil Company, announced today that as of 5:00 p.m., New York time, October 16, 2002, holders of more than 90% of the respective principal amounts of Pennzoil's 6.625% Notes due 2005, 6.750% Notes due 2009, and 7.375% Debentures due 2029 have tendered their notes and delivered their consent to the applicable indenture amendments in respect of Pennzoil's offer to purchase and solicitation of consents for such notes. As a result, Pennzoil has received sufficient consents to amend the indentures pursuant to which these notes were issued. As of 5:00 p.m., New York time, October 16, 2002, less than a majority of noteholders have tendered their notes and delivered their consent to the applicable indenture a

Pennzoil Quaker State Co – FIRST AMENDMENT (May 13th, 2002)

EXHIBIT 10.2 PENNZOIL-QUAKER STATE COMPANY EXECUTIVE SEVERANCE PLAN (AS AMENDED AND RESTATED EFFECTIVE OCTOBER 4, 2001 FIRST AMENDMENT WHEREAS, Pennzoil-Quaker State Company (the "Company") has heretofore established and maintains the Pennzoil-Quaker State Company Executive Severance Plan, as amended and restated effective October 4, 2001 (the "Plan"), for the benefit of certain eligible individuals; and WHEREAS, pursuant to Section 6.1 of the Plan, the Company desires to amend the Plan; NOW, THEREFORE, the Plan shall be amended, effective as of March 5, 2002, as follows: 1. The first sentence of Section 1.1 of the Plan is hereby amended to add ", Chairman of the Board and officers" after "senior management employees" and prior to "is intended" therein. 2. The defi

Pennzoil Quaker State Co – SECOND AMENDMENT TO RIGHTS AGREEMENT (March 29th, 2002)

Exhibit 4.1 SECOND AMENDMENT TO RIGHTS AGREEMENT This Second Amendment to the Rights Agreement between Pennzoil-Quaker State Company (formerly Pennzoil Products Company), a Delaware corporation (the "Company"), and Mellon Investor Services LLC (formerly The Chase Manhattan Bank), as Rights Agent (the "Rights Agent"), dated December 18, 1998 (the "Rights Agreement") is hereby adopted as of March 25, 2002. WHEREAS, the Company and the Rights Agent entered into the Rights Agreement specifying the terms of the Rights (as defined therein); WHEREAS, the Company desires to amend the Rights Agreement in accordance with Section 27 of the Rights Agreement; WHEREAS, the Company proposes to enter into an Agreement and Plan of Merger, dated as of March 25, 2002 (the "Merger Agreement"), by and among Shell Oil Company, a Delaware corporation ("Parent"), Shell ND Company, a Delaw

Pennzoil Quaker State Co – PAGE ---- ARTICLE I THE MERGER SECTION 1.01. The Merger ........................................................ 1 SECTION 1.02. Closing ........................................................... 2 SECTION 1.03. Effective Time..................................................... 2 SECTION 1.04. Effects of the Merger.............................................. 2 SECTION 1.05. Certificate of Incorporation and By-laws........................... 2 SECTION 1.06. Directors ......................................................... 3 SECTION 1.07. Officers .......................................... (March 29th, 2002)

EXHIBIT 2.1 EXECUTION COPY ================================================================================ AGREEMENT AND PLAN OF MERGER By and Among SHELL OIL COMPANY, SHELL ND COMPANY and PENNZOIL-QUAKER STATE COMPANY Dated as of March 25, 2002 ================================================================================ TABLE OF CONTENTS

Pennzoil Quaker State Co – ** PRESS RELEASE ** (March 29th, 2002)

** PRESS RELEASE ** ROYAL DUTCH SHELL TO BECOME LUBES LEADER WITH PENNZOIL- QUAKER STATE COMPANY ACQUISITION HOUSTON, March 25, 2002--Shell Oil Company, a wholly-owned member of the Royal Dutch / Shell Group, and Pennzoil-Quaker State Company (NYSE: PZL) today announced that they have entered into a definitive agreement under which Shell Oil Company will acquire Pennzoil-Quaker State Company at a price of $22.00 per share in cash. Paul Skinner, Managing Director of the Royal Dutch / Shell Group of Companies and Chief Executive Officer of the Group's Oil Products business said: "The combination of Shell and Pennzoil-Quaker State Company, the largest independent lubricants company in the world, will make Shell a leader in the US and global lubricants market. It also strengthens our US Oil Products business." "This transaction, along with our previously announced transactions in Germany with RWE DEA and in the US re

Pennzoil Quaker State Co – SUPPLEMENT TO DEFERRED COMPENSATION AGREEMENT (March 13th, 2002)

EXHIBIT 10.19(c) SUPPLEMENT TO DEFERRED COMPENSATION AGREEMENT THIS SUPPLEMENT to Deferred Compensation Agreement made this 20th day of September, 2001, by and between Pennzoil-Quaker State Company, a Delaware corporation (the "Company"), and James L. Pate ("Employee"). RECITALS: WHEREAS, the Company and Employee have previously entered into that certain Deferred Compensation Agreement made the 30th day of December, 1998 (the "Deferred Compensation Agreement"); WHEREAS, the Deferred Compensation Agreement was amended by that certain Amendment to Deferred Compensation Agreement made the 4th day of July, 2000 (the "Agreement"); and WHEREAS, the Company desires to supplement the Deferred Compensation Agreement, as amended by the Amendment, to provide for a cash-out of benefits in the event of certain changes in control of the

Pennzoil Quaker State Co – CHANGE IN CONTROL AMENDMENT (March 13th, 2002)

EXHIBIT 10.3 CHANGE IN CONTROL AMENDMENT THIS AMENDMENT (the "Amendment") made this ____ day of __________________, 2002, by and between Pennzoil-Quaker State Company, a Delaware corporation (the "Company"), and ____________________ (the "Employee"). R E C I T A L S: - - - - - - - - WHEREAS, the Employee has previously entered into certain agreements relating to the Employee's compensation, been designated a participant in certain Company benefit plans and/or programs, and/or granted awards under certain stock option and/or incentive plans of the Company, with all of such agreements, plans, programs and awards set forth on Exhibit A attached hereto and incorporated herein by reference (collectively, the "Benefit Agreements and Plans"); and WHEREAS, the Company desires t

Pennzoil Quaker State Co – PENNZOIL-QUAKER STATE COMPANY EXECUTIVE SEVERANCE PLAN (March 13th, 2002)

EXHIBIT 10.14 PENNZOIL-QUAKER STATE COMPANY EXECUTIVE SEVERANCE PLAN (AS AMENDED AND RESTATED EFFECTIVE OCTOBER 4, 2001) I. PURPOSES OF PLAN AND DEFINITIONS 1.1 Purposes. This Pennzoil-Quaker State Company Executive Severance Plan, as amended and restated effective October 4, 2001 (the "Plan"), for selected senior management employees is intended to provide greater incentives to attain and maintain the high standards of performance, to retain executives of outstanding competence and ability, to reward such executives for outstanding performance and to provide protection for loss of salary in the event of certain changes in control of the Company. 1.2 Definitions. (a) "Beneficial Owner" has the meaning set forth in Rule 13d-3 promulgated under the Exchange Act. (b) "Board" means the Board of Directors of the Company. (c) "Change in Cont

Pennzoil Quaker State Co – TAX PROTECTION AGREEMENT (March 13th, 2002)

EXHIBIT 10.17 TAX PROTECTION AGREEMENT This AGREEMENT (the "Agreement") by and between Pennzoil-Quaker State Company, a Delaware corporation (the "Company"), and ___________ (the "Executive"), dated as of ______________________________ and to be effective as of the date hereof (as defined herein). In entering into this Agreement, the Company intends that the compensation and benefits payable or provided to or in respect of Executive not be adversely impacted by certain excise taxes imposed under the Internal Revenue Code in connection with any change in control of the Company, the Company has determined to enter into the following Agreement providing for tax protection payments to be made to or in respect of Executive. NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS: 1. Certain Additional Payments by the Company. -

Pennzoil Quaker State Co – 1998 INCENTIVE PLAN OF PENNZOIL-QUAKER STATE COMPANY (March 13th, 2002)

EXHIBIT 10.2(b) 2001 CONDITIONAL STOCK UNIT AWARD PROGRAM UNDER THE 1998 INCENTIVE PLAN OF PENNZOIL-QUAKER STATE COMPANY 1. Program. This 2001 Conditional Stock Unit Award Program (this "Program") was adopted by the Committee under the 1998 Incentive Plan of Pennzoil-Quaker State Company, as amended from time to time (the "Plan"), as a vehicle for the grant of certain Stock Awards thereunder. The Committee retains the right to amend, modify or terminate this Program at any time, provided that no Common Stock Unit previously awarded hereunder shall be adversely affected. 2. Definitions. Capitalized terms used herein shall have the meanings ascribed to them in the Plan or, if not defined in the Plan, the meanings set forth below: "Award Cycle" means a five-year period with respect to which Units

Pennzoil Quaker State Co – RETENTION AGREEMENT (March 13th, 2002)

EXHIBIT 10.22 RETENTION AGREEMENT This Retention Agreement (this "Agreement") made this 20th day of September, 2001, by and between Pennzoil-Quaker State Company, a Delaware corporation (the "Company"), and James J. Postl ("Employee"). WITNESSETH: WHEREAS, Employee is currently employed by the Company as President and Chief Executive Officer of the Company; and WHEREAS, the Board of Directors of the Company has determined that it would be in the best interests of the Company to provide for certain benefits for the Employee to encourage Employee's continued employment with the Company; and WHEREAS, the Company and Employee desire to set forth in this Agreement the obligations of the Company upon certain termination events of Employee's employment with the Company. NOW, THEREFORE, in consideration of

Pennzoil Quaker State Co – 2001 INCENTIVE PLAN OF PENNZOIL-QUAKER STATE COMPANY (March 13th, 2002)

EXHIBIT 10.2(e) 2001 RESTRICTED STOCK UNIT AWARD PROGRAM UNDER THE 2001 INCENTIVE PLAN OF PENNZOIL-QUAKER STATE COMPANY 1. Program. This 2001 Restricted Stock Unit Award Program (this "Program") was adopted by the Committee under the 2001 Incentive Plan of Pennzoil-Quaker State Company, as amended from time to time (the "Plan"), as a vehicle for the grant of certain Stock Awards thereunder. The Committee retains the right to amend, modify or terminate this Program at any time, provided that no Restricted Stock Unit previously awarded hereunder shall be adversely affected. 2. Definitions. Capitalized terms used herein shall have the meanings ascribed to them in the Plan or, if not defined in the Plan, the meanings set forth below: "Award Cycle" means a five-year period with respect to which Units are awarded. "Award Year"

Pennzoil Quaker State Co – SEVERANCE AGREEMENT (March 13th, 2002)

EXHIBIT 10.6(a) SEVERANCE AGREEMENT THIS SEVERANCE AGREEMENT ("Agreement") is made and effective as of the day of ___________________, 20__, by and between PENNZOIL-QUAKER STATE COMPANY, a Delaware corporation (the "Company"), and ____________ (the "Employee"). WITNESSETH: WHEREAS, the Employee is currently employed by the Company as ________ _________; and WHEREAS, the Board of Directors of the Company has determined that it would be in the best interests of the Company to provide for certain severance benefits for the Employee; and WHEREAS, the Company and the Employee desire to set forth in this Agreement the obligations of the Company upon certain termination events of the Employee's employment with the Company. NOW, THEREFORE, in consideration of the premises and mutual covenants contained herei

Pennzoil Quaker State Co – Page SECTION 1. DEFINITIONS.................................................... ...................................1 1.1 Defined Terms......................... ............................................................1 1.2 Other Definitional Provisions........................................................ ............28 SECTION 2. AMOUNT AND TERMS OF COMMITMENTS..................................................................29 2.1 364-Day Revolving Commitments.............................................. ......................29 2.2 Three-Year Revolving Commitments......................... (March 13th, 2002)

EXHIBIT 10.1 ================================================================================ $348,000,000 CREDIT AGREEMENT among PENNZOIL-QUAKER STATE COMPANY, The Subsidiary Borrowers from Time to Time Parties Hereto, The Several Lenders from Time to Time Parties Hereto, THE BANK OF NOVA SCOTIA and 7 DEUTSCHE BANK AG NEW YORK BRANCH, as Co-Documentation Agents, CITICORP USA, INC., as Syndication Agent, and THE CHASE MANHATTAN BANK, as Administrative Agent Dated as of November 2, 2001 =============================================================================== J.P. MORGAN SECURITIES INC. and SALOMON SMITH BARNEY INC., as Co-Arrangers and Joint Bookrunners TABLE OF CONTENTS

Pennzoil Quaker State Co – NONQUALIFIED STOCK OPTION AGREEMENT (March 13th, 2002)

EXHIBIT 10.2(d) 2001 INCENTIVE PLAN OF PENNZOIL-QUAKER STATE COMPANY NONQUALIFIED STOCK OPTION AGREEMENT PENNZOIL-QUAKER STATE COMPANY (the "Company") hereby grants on ____________, to ________________________________ (the "Optionee"), an employee of the Company or one of its subsidiaries, the Nonqualified Option to purchase from the Company up to, but not exceeding in the aggregate, _______________ shares of common stock, $0.10 par value per share, of the Company ("Stock") at $___________ per share, such number of shares and such price per share being subject to adjustment as provided in Section 15 of the 2001 Incentive Plan of Pennzoil-Quaker State Company, as amended from time to time (the "Plan"), and further subject to the following terms and conditions: 1. This Option is issued in accordance with and subject to all of the terms, conditio

Pennzoil Quaker State Co – SECOND SUPPLEMENT TO DEFERRED COMPENSATION AGREEMENT (March 13th, 2002)

EXHIBIT 10.19(d) SECOND SUPPLEMENT TO DEFERRED COMPENSATION AGREEMENT THIS SECOND SUPPLEMENT to Deferred Compensation Agreement made this 28th day of November, 2001, by and between Pennzoil-Quaker State Company, a Delaware corporation (the "Company"), and James L. Pate ("Employee"). RECITALS: WHEREAS, the Company and Employee have previously entered into that certain Deferred Compensation Agreement made the 30th day of December, 1998 (the "Deferred Compensation Agreement"); and WHEREAS, the Deferred Compensation Agreement was amended by that certain Amendment to Deferred Compensation Agreement made the 4th day of July, 2000; and WHEREAS, that Deferred Compensation Agreement was again amended by that certain Supplement to Deferred Compensation Agreement made the 20th day of September, 2001 ("S

Pennzoil Quaker State Co – AMENDMENT TO SEVERANCE AGREEMENT (March 13th, 2002)

EXHIBIT 10.6(b) AMENDMENT TO SEVERANCE AGREEMENT THIS AMENDMENT (this "Amendment") made this ____ day of __________________, 2002, by and between Pennzoil-Quaker State Company, a Delaware corporation (the "Company"), and ____________ (the "Employee"). RECITALS: WHEREAS, the Employee has previously entered into that certain Severance Agreement with the Company, dated ________________________ (the "Severance Agreement"); WHEREAS, the Company and the Employee desire to amend Section 2(h) of the Severance Agreement regarding any outstanding stock options upon certain termination events. NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt of which is mutually acknowledged, effective as of the dat

Pennzoil Quaker State Co – DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS (December 3rd, 2001)

DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS OF PENNZOIL-QUAKER STATE COMPANY (EFFECTIVE AS OF JANUARY 1, 2002) ARTICLE I PURPOSES OF PLAN AND DEFINITIONS 1.1. PURPOSE. Pennzoil-Quaker State Company, a Delaware corporation (the "Company"), has established the PENNZOIL-QUAKER STATE COMPANY DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS, effective as of January 1, 2002 (the "PLAN"), for the purpose of providing non-employee directors of the Company the opportunity to defer all or a portion of their cash compensation and to provide greater incentives for those directors to attain and maintain the highest standards of performance, to attract and retain directors of outstanding competence and ability, to stimulate the active interest of such persons in the development and financial success of the Company, to further the identity of

Pennzoil Quaker State Co – 2001 INCENTIVE PLAN (May 10th, 2001)

1 EXHIBIT 4.3 2001 INCENTIVE PLAN OF PENNZOIL-QUAKER STATE COMPANY 1. Plan. This 2001 Incentive Plan of Pennzoil-Quaker State Company ("Plan") was adopted by the Company to reward certain corporate officers and key employees of the Company and certain nonemployee directors of the Company. 2. Objectives. This Plan is designed to attract and retain key employees and directors of the Company and its Subsidiaries, to encourage a sense of proprietorship and to stimulate the active interest of such persons in the development and financial success of the Company and its Subsidiaries. These objectives are to be accomplished by making Awards under this Plan. 3. Definitions. As used herein, the terms set forth below shall have the following respective meanings: "Annual Direc

Pennzoil Quaker State Co – AMENDMENT TO DEFERRED COMPENSATION AGREEMENT (March 20th, 2001)

1 EXHIBIT 10.14(a) AMENDMENT TO DEFERRED COMPENSATION AGREEMENT THIS AMENDMENT to the Deferred Compensation Agreement made this 4th day of May, 2000, by and between Pennzoil-Quaker State Company, a Delaware corporation (the "Company"), and James L. Pate ("Employee"). RECITALS: WHEREAS, the Company and Employee have previously entered into that certain Deferred Compensation Agreement made the 31st day of December, 1998; and WHEREAS, the Board of Directors of the Company has authorized the amendment of the Deferred Compensation Agreement and Employee is agreeable to the amendment. NOW, THEREFORE, in consideration of the premises, the Company and Employee agree as follows: 1. Effective as of the date first written above, paragraph (3) of the Deferred Compensation Agreement is here

Pennzoil Quaker State Co – COMPENSATION AGREEMENT (March 20th, 2001)

1 EXHIBIT 10.16(b) FIRST AMENDMENT TO DEFERRED COMPENSATION AGREEMENT THIS AMENDMENT to the Deferred Compensation Agreement made this 13th day of July, 2000, by and between Pennzoil-Quaker State Company, a Delaware corporation (the "Company"), and James J. Postl ("Employee"). RECITALS: WHEREAS, the Company and Employee have previously entered into that certain Deferred Compensation Agreement made the 4th day of May, 2000; and WHEREAS, the Board of Directors of the Company has authorized the amendment of the Deferred Compensation Agreement and Employee is agreeable to the amendment. NOW, THEREFORE, in consideration of the premises, effective as of the date first written above, the Company and Employee agree as follows: 1. The second sentence

Pennzoil Quaker State Co – AGREEMENT (March 20th, 2001)

1 EXHIBIT 10.17 AGREEMENT THIS AGREEMENT, effective as of the 8th day of November, 1999 (the "Effective Date"), by and between Pennzoil-Quaker State Company, a Delaware corporation (hereinafter called the "Company"), and James W. Shaddix (hereinafter called "Employee"); WITNESSETH: WHEREAS, Employee has previously entered into an agreement with Pennzoil Company, the former parent of the Company, which agreement (the "Original Agreement") provided certain medical and retirement benefits as additional compensation for past and future services rendered and to be rendered by Employee; and WHEREAS, pursuant to the Agreement and Plan of Merger, dated as of April 14, 1998, among Pennzoil Company, Pennzoil Products Company, Downstream Merger Company and Quaker State Corporation ("Merger Agreemen

Pennzoil Quaker State Co – COMPENSATION AGREEMENT (March 20th, 2001)

1 EXHIBIT 10.14(b) SECOND AMENDMENT TO DEFERRED COMPENSATION AGREEMENT THIS AMENDMENT to the Deferred Compensation Agreement made this 13th day of July, 2000, by and between Pennzoil-Quaker State Company, a Delaware corporation (the "Company"), and James L. Pate ("Employee"). RECITALS: WHEREAS, the Company and Employee have previously entered into that certain Deferred Compensation Agreement made the 30th day of December, 1998, and subsequently amended the same on the 4th day of May, 2000; and WHEREAS, the Board of Directors of the Company has authorized the amendment of the Deferred Compensation Agreement and Employee is agreeable to the amendment. NOW, THEREFORE, in consideration of the premises, effective as of the date first written above, the Com

Pennzoil Quaker State Co – DEFERRED COMPENSATION AGREEMENT (March 20th, 2001)

1 EXHIBIT 10.16a DEFERRED COMPENSATION AGREEMENT THIS AGREEMENT made this 4th day of May, 2000, by and between Pennzoil-Quaker State Company, a Delaware corporation (the "Company"), and James J. Postl ("Employee"). WITNESSETH: In consideration of the agreements hereinafter contained, the parties herein agree as follows: (1) Continued Employment. Effective June 1, 2000, Employee agrees to serve the Company as President and Chief Executive Officer of Pennzoil-Quaker State Company or in such other executive capacity as may be determined from time to time by the Board of Directors of the Company (the "Board of Directors") until he shall have reached age 65 or such earlier age as may be specifically agreed to in writing by the Board of Directors. Employee further agrees to devote his normal working time to the bu

Pennzoil Quaker State Co – PENNZOIL-QUAKER STATE COMPANY EXECUTIVE SEVERANCE PLAN (March 20th, 2001)

1 EXHIBIT 10.10 PENNZOIL-QUAKER STATE COMPANY EXECUTIVE SEVERANCE PLAN (AS AMENDED AND RESTATED EFFECTIVE JUNE 1, 2000) I. PURPOSES OF PLAN AND DEFINITIONS 1.1 Purposes. This Pennzoil-Quaker State Company Executive Severance Plan, as amended and restated effective June 1, 2000 (the "Plan"), for selected senior management employees is intended to provide greater incentives to attain and maintain the high standards of performance, to retain executives of outstanding competence and ability, to reward such executives for outstanding performance and to provide protection for loss of salary in the event of certain changes in control of the Company (as defined herein). 1.2 Definitions. (a) "Company" means Pennzoil-Quaker State Company or any successor. (b) "Subsidiary" means any corporation in which the Company

Pennzoil Quaker State Co – AMENDED & RESTATED CREDIT AGREEMENT (March 20th, 2001)

1 EXHIBIT 10.1 ================================================================================ [CHASE LOGO] AMENDED & RESTATED CREDIT AGREEMENT dated as of December 14, 2000 among PENNZOIL-QUAKER STATE COMPANY as Borrower The Lenders Party Hereto and THE CHASE MANHATTAN BANK, as Administrative Agent CITIBANK, N.A. as Syndication Agent and The Managing Agents and Co-Agents Set Forth On Schedule 2.01 Hereto

Pennzoil Quaker State Co – First Amendment (March 20th, 2001)

1 EXHIBIT 10.8(b) PENNZOIL-QUAKER STATE COMPANY SALARY CONTINUATION PLAN First Amendment Pennzoil-Quaker State Company, a Delaware corporation, having adopted the Pennzoil-Quaker State Company Salary Continuation Plan, effective December 30, 1998 (the "Plan"), and having reserved the right to amend the Plan under Section VI.1 of the Plan, does hereby amend Section IV.3 of the Plan, effective as of June 1, 2000, as follows: "IV.3 Medical Benefits Continuation. During the period that an Employee's Spouse is receiving benefits under Section IV.2 of this Plan, such Spouse and the eligible dependents of the deceased Employee and his Spouse shall be entitled to continued coverage under the Company's medical benefits plan in which the Employee is participating

Pennzoil Quaker State Co – 2000 STOCK OPTION PLAN (May 1st, 2000)

EXHIBIT 4.3 2000 STOCK OPTION PLAN OF PENNZOIL-QUAKER STATE COMPANY 1. PURPOSE OF THE PLAN. This 2000 Stock Option Plan (the "Plan") is intended as an employment incentive to retain in the employ of Pennzoil-Quaker State Company (the "Company") and any Subsidiary or Parent of the Company (within the meaning of Section 424(e) or (f) of the Internal Revenue Code of 1986, as amended (the "Code"), and including any corporation that becomes a Subsidiary or Parent of the Company) persons of training, experience and ability, to attract new employees whose services are considered unusually valuable, to encourage the sense of proprietorship of such persons, and to stimulate the active interest of such persons in the development and financial success of the Company. It is further intended that options issu

Pennzoil Quaker State Co – DEFINITIVE AGREEMENT TO SELL ROUSEVILLE REFINERY, BARECO (April 19th, 2000)

PENNZOIL-QUAKER STATE COMPANY Public Relations Department NEWS P.O. Box 2967 Houston, Texas 77252-2967 FOR IMMEDIATE RELEASE Contacts: Greg Panagos 713/546-8914 Jay Roueche 713/546-4961 PENNZOIL-QUAKER STATE COMPANY REACHES DEFINITIVE AGREEMENT TO SELL ROUSEVILLE REFINERY, BARECO PARTNERSHIP AND RELATED ASSETS HOUSTON (Feb.7, 2000) - Pennzoil-Quaker State Company (NYSE: PZL) announced today that it has reached a definitive agreement with Calumet Lubricants Company, LP to purchase its Rouseville, Pennsylvania refinery and related assets. Included in the sale is Pennzoil-Quaker State Company's share of its Bareco(R) Partnership with Baker Petrolite, a division of Baker Hughes (NYSE: BHI). The sale is expected to close by April 15, 20

Pennzoil Quaker State Co – AMENDED & RESTATED CREDIT AGREEMENT (March 9th, 2000)

1 EXHIBIT 10.1(c) ================================================================================ [CHASE LOGO] AMENDED & RESTATED CREDIT AGREEMENT dated as of November 16, 1999 among PENNZOIL-QUAKER STATE COMPANY as Borrower The Lenders Party Hereto and CHASE BANK OF TEXAS, NATIONAL ASSOCIATION as Administrative Agent CITIBANK, N.A. as Syndication Agent BANK OF AMERICA, N.A. as Documentation Agent and

Pennzoil Quaker State Co – FIRST AMENDMENT TO CREDIT AGREEMENT (March 9th, 2000)

1 EXHIBIT 10.1(b) FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT ("First Amendment") dated as of November 5, 1999, but to be effective as of September 30, 1999 (the "First Amendment Effective Date"), is made and entered into by and among PENNZOIL-QUAKER STATE COMPANY (formerly known as Pennzoil Products Company), a Delaware corporation (the "Borrower"), the LENDERS party hereto (the "Lenders"), and CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, as Administrative Agent (the "Administrative Agent"). RECITALS WHEREAS, the Borrower, the Administrative Agent and the Lenders are parties to a Credit Agreement dated as of November 17, 1998 (the "Credit Agreement"); WHEREAS, pursuant to Section 3.11 of the Credit Agreement, on the Effective Date the Borrower represented that certain reprogramming procedures n

Pennzoil Quaker State Co – COMPENSATION PLAN (February 8th, 2000)

PENNZOIL-QUAKER STATE COMPANY 1999 ANNUAL INCENTIVE COMPENSATION PLAN Amended Plan Report ------------------- February 4, 2000 1 Plan Objectives . Provide an annual incentive plan that is performance driven and rewards business success. . Offer competitive cash compensation opportunities to key Pennzoil-Quaker State employees. . Provide motivation to accomplish objectives that are critical to Pennzoil-Quaker State's success. . Reward outstanding achievement among employees who can directly affect Pennzoil-Quaker State's results. . Assist Pennzoil-Quaker State in attracting and retaining high quality talent. . Reflect both quantitative and qualitative performance factors in plan payout

Pennzoil Quaker State Co – SECTION 301 OF THE INDENTURE DATED AS OF FEBRUARY 1, 1999 (March 30th, 1999)

EXHIBIT 4.2 PENNZOIL-QUAKER STATE COMPANY OFFICERS' CERTIFICATE DELIVERED PURSUANT TO SECTION 301 OF THE INDENTURE DATED AS OF FEBRUARY 1, 1999 The undersigned, the Group Vice President, Chief Financial Officer and Treasurer and the Corporate Secretary of Pennzoil-Quaker State Company (the "Company"), hereby certify that: 1. This Certificate is delivered to Chase Bank of Texas, National Association (the "Trustee"), as trustee, pursuant to Section 301 of the Indenture dated as of February 1, 1999 between the Company and the Trustee in connection with the Company Order dated March 30, 1999 (the "Order") for the authentication and delivery by the Trustee of $200,000,000 aggregate principal amount of 6 3/4% Notes due 2009 ("Notes") and $400,000,000 aggregate principal amount of 7 3/8% Debentures due 2029