EXHIBIT 4.9
FIRST AMENDMENT TO PENNZOIL COMPANY SAVINGS AND INVESTMENT PLAN
FOR HOURLY EMPLOYEES TRUST AGREEMENT
by and between
PENNZOIL COMPANY
and
MELLON BANK, N.A.
THIS FIRST AMENDMENT TO PENNZOIL COMPANY SAVINGS AND INVESTMENT PLAN FOR
HOURLY EMPLOYEES TRUST AGREEMENT is made and entered into this ____ day of
___________, 19__, effective _______________, 19__ (this "Amendment"), by and
between PENNZOIL COMPANY (hereinafter referred to as the "Company") and MELLON
BANK, N.A. (hereinafter referred to as the "Trustee").
W I T N E S S E T H:
WHEREAS the Company established the Pennzoil Company Savings and
Investment Plan for Hourly Employees (as amended, the "Plan"); and
WHEREAS, the Company and the Trustee made and entered into the Pennzoil
Company Savings and Investment Plan for Hourly Employees Trust Agreement (The
"Trust Agreement") on January 1, 1989, effective as of such date, pursuant to
which assets are held for funding of and payment of benefits under the Plan; and
WHEREAS, the Company and the Trustee desire to amend the Trust Agreement
in certain ways;
NOW, THEREFORE, the parties hereto, intending to be legally bound, do
hereby amend the Trust Agreement as follows:
1. The representations and definitions set forth above are
incorporated herein by this reference thereto.
2. Section 2.2 shall be amended by adding the following sentence at the
end of the first paragraph which follows paragraph (c), "Company
Stock Fund":
"The Company expressly understands and agrees that any such
collective fund may provide for the lending of its securities by the
collective fund trustee and that such collective fund's trustee will
receive compensation from such collective fund for the lending of
securities that is separate from any compensation of the Trustee
hereunder, or any compensation of the collective fund trustee for
the management of such collective fund."
3. Section 2.6(e) shall be amended by deleting "; and ", and by adding
the following text at the end thereof:
"Notwithstanding the foregoing or any other provision of this Trust
Agreement, including, without limitation, any specific or general
power granted to the Trustee, the Trustee shall have no
responsibility or discretion with respect to the ownership,
management, administration, operation or control of any real estate
properties, mortgages, leases or other interests now or hereafter
held in the Trust Fund, including without limitation responsibility
or in connection with any of the following conditions which now
exist or may hereafter be found to exist in, under, about or in
connection with any real estate held in the Trust Fund or any
interest in any trust, partnership or corporation: (i) any violation
of any applicable environmental or health or safety law, ordinance,
regulation or ruling; or (ii) the presence, use, generation,
storage, release, threatened release, or containment, treatment or
disposal of any petroleum, including crude oil or any fraction
thereof, hazardous substances, pollutants or contaminants as defined
in the Comprehensive
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Environmental Response Compensation and Liability Act, as amended
(CERCLA) or hazardous, toxic or dangerous substances or materials
as any of these terms may be defined under any federal or state law
in the broadest sense from time to time. Notwithstanding anything
to the contrary herein or elsewhere set forth, to the extent
permitted by law, the Trustee shall be indemnified by the Company,
to the extent not paid by the Trust Fund, from and against any and
all claims, demands, suits, liabilities, losses, damages, costs and
expenses (including reasonable attorneys' fees and expenses)
arising from or in connection with any matter relating to
conditions in subsections (i) or (ii). This paragraph shall survive
the sale or other disposition of any real estate investment of the
Trust Fund and/or the merger or termination of this Trust Agreement
or appointment of a successor trustee; and"
4. Except as set forth herein, the Trust Agreement is hereby ratified
and confirmed and remains in full force and effect.
IN WITNESS WHEREOF, the parties hereby, each intending to be legally
bound hereby, have executed this First Amendment to Pennzoil Company Savings and
Investment Plan for Hourly Employees Trust Agreement as of the day and year
first above written.
PENNZOIL COMPANY
By:
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Name:
Title:
MELLON BANK, N.A.
By:
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Name:
Title:
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