RECITALSStock Option Agreement • June 14th, 1999 • Pennzenergy Co • Petroleum refining • Delaware
AMENDMENT NO. 1 TO RIGHTS AGREEMENT This AMENDMENT NO. 1, dated as of April 17, 1998, is between PENNZOIL COMPANY, a Delaware corporation (the "Company"), and THE CHASE MANHATTAN BANK, as successor Rights Agent (the "Bank"). WHEREAS, the Company and...Rights Agreement • April 20th, 1998 • Pennzoil Co /De/ • Petroleum refining • Delaware
EXHIBIT 1.1 1,500,000 Shares PENNZOIL COMPANY 6.49% CUMULATIVE PREFERRED STOCK, SERIES A UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • May 29th, 1998 • Pennzoil Co /De/ • Petroleum refining • New York
1 EXHIBIT 12 INDEMNIFICATION AGREEMENT This AGREEMENT is made and entered into this 1st day of July, 1997, by and between Pennzoil Company, a Delaware corporation (the "Company"), and [Name of Director] [Name of Executive Officer] (the "Indemnitee")....Indemnification Agreement • July 1st, 1997 • Pennzoil Co /De/ • Petroleum refining • Delaware
CHASE LOGO]Credit Agreement • March 23rd, 1999 • Pennzenergy Co • Petroleum refining • New York
AS AMENDEDAgreement and Plan of Merger • June 14th, 1999 • Pennzenergy Co • Petroleum refining • Delaware
R E C I T A L S:Deferred Compensation Agreement • July 1st, 1997 • Pennzoil Co /De/ • Petroleum refining
2- 3 of the Board of Directors of the Company intends so to terminate Employee's employment, and Employee shall then be given the opportunity, within fifteen days of his receipt of such notice, to have a meeting with the Board of Directors of the...Agreement • July 1st, 1997 • Pennzoil Co /De/ • Petroleum refining • Texas
1 EXHIBIT 10(V) FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "First Amendment") dated as of March 19, 1999 ("First Amendment Effective Date"), is by and among PENNZENERGY COMPANY, a Delaware corporation formerly...Credit Agreement • March 23rd, 1999 • Pennzenergy Co • Petroleum refining • New York
August 13, 1999 Mr. Stephen D. Chesebro' 5473 Sugar Hill Drive Houston, Texas 77056 Dear Steve: In connection with your anticipated separation from PennzEnergy Company (the "Company") and in consideration of your service to the Company, you and...Pennzenergy Co • August 17th, 1999 • Petroleum refining
June 30, 1997 Mr. Stephen D. Chesebro' Pennzoil Company 700 Milam 33rd Floor, North Tower Houston, Texas 77002 Dear Mr. Chesebro': You and Pennzoil Company have previously entered into an Employment Agreement dated as of February 10, 1997. The purpose...Pennzoil Co /De/ • July 1st, 1997 • Petroleum refining
3- 4 Insurance Plan, the Company's Supplemental Long Term Disability Program, the Company's Medical Expenses Reimbursement Plan, the Company's Salary Continuation Plan and the Company's Annual Incentive Plan. Employee shall receive a grant of...Employment Agreement • March 4th, 1997 • Pennzoil Co /De/ • Petroleum refining • Texas
EXHIBIT 4.3 EXCHANGE AGENT AGREEMENT THIS EXCHANGE AGENT AGREEMENT dated as of __________________, 1998 is entered into among Pennzoil Company, a Delaware corporation (the "Company"), and Chase Bank of Texas, National Association, as Exchange Agent...Exchange Agent Agreement • June 30th, 1998 • Pennzoil Co /De/ • Petroleum refining • New York
ANDPennzoil Co /De/ • June 30th, 1998 • Petroleum refining
ANDPennzenergy Co • March 23rd, 1999 • Petroleum refining
EXHIBIT 1.1 DEALER-MANAGER AGREEMENT July 1, 1998 PaineWebber Incorporated 1285 Avenue of the Americas New York, New York 10019 Ladies and Gentlemen: This agreement (the "Agreement") will confirm the understanding between Pennzoil Company, a Delaware...Pennzoil Co /De/ • June 30th, 1998 • Petroleum refining
February 10, 1997 Mr. Donald A. Frederick 1706 Beacon Cove Court Katy, Texas 77450 Dear Don: Pennzoil Company hereby offers to employ you as Executive Vice President of Pennzoil Exploration and Production Company effective as of February 10, 1997....Pennzoil Co /De/ • March 4th, 1997 • Petroleum refining
August 13, 1999 Mr. Donald A. Frederick 1706 Beacon Cove Court Katy, Texas 77450 Dear Don: In connection with your anticipated separation from PennzEnergy Company (the "Company") and in consideration of your service to the Company, you and Company...Pennzenergy Co • August 17th, 1999 • Petroleum refining
In connection with your anticipated separation from PennzEnergy Company (the "Company") and in consideration of your service to the Company, you and Company have agreed to the terms and conditions as contained in this letter agreement ("Agreement") and the attachment to this Agreement ("Attachment") concerning your separation from employment as of the close of business on December 31, 1999 ("Separation Date").
2- 3 of the Board of Directors of the Company intends so to terminate Employee's employment, and Employee shall then be given the opportunity, within fifteen days of his receipt of such notice, to have a meeting with the Board of Directors of the...Exhibit 16 Agreement • July 1st, 1997 • Pennzoil Co /De/ • Petroleum refining • Texas
ANDPennzenergy Co • March 23rd, 1999 • Petroleum refining
1 2 Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Within 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested...Tax Protection Agreement • July 1st, 1997 • Pennzoil Co /De/ • Petroleum refining • Texas
AMONG PENNZOIL COMPANYAgreement and Plan of Merger • April 20th, 1998 • Pennzoil Co /De/ • Petroleum refining • Delaware
2- 3 of the Board of Directors of the Company intends so to terminate Employee's employment, and Employee shall then be given the opportunity, within fifteen days of her receipt of such notice, to have a meeting with the Board of Directors of the...Exhibit 17 Agreement • July 1st, 1997 • Pennzoil Co /De/ • Petroleum refining • Texas
EXHIBIT 1 DEALER-MANAGER AGREEMENT May , 1998 PaineWebber Incorporated 1285 Avenue of the Americas New York, New York 10019 Ladies and Gentlemen: This agreement (the "Agreement") will confirm the understanding between Pennzoil Company, a Delaware...Pennzoil Co /De/ • May 20th, 1998 • Petroleum refining
