Exhibit 2
AMENDMENT TO RIGHTS AGREEMENT
This Amendment to the Rights Agreement between Pennzoil-Quaker State
Company (formerly Pennzoil Products Company) and Mellon Investor Services LLC
(formerly The Chase Manhattan Bank), as Rights Agent, dated December 18, 1998
(the "Rights Agreement"), is hereby adopted as of March 5, 2002.
Pursuant to Section 27 of the Rights Agreement, the Rights Agreement is
hereby amended as follows:
The definition of "Acquiring Person" is hereby amended by the addition of
the following paragraph at the end of such definition:
At any time that the Rights are redeemable, the Board of Directors
may, generally or with respect to any specified Person or Persons,
determine to increase to a specified percentage or amount greater than
that set forth herein or decrease to a specified percentage or amount
lower than that set forth herein or determine a number of shares to be
(but in no event less than or equal to the percentage or number of shares
of Common Stock then beneficially owned by such Person), the level of
Beneficial Ownership of Common Stock at which a Person or such Person or
Persons becomes an Acquiring Person.
This Amendment may be executed in counterparts.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of
the 5th day of March, 2002.
PENNZOIL-QUAKER STATE COMPANY
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and Corporate
Secretrary
MELLON INVESTOR SERVICES LLC
/s/ ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
