EXHIBIT 4.10
SECOND AMENDMENT TO PENNZOIL COMPANY SAVINGS AND
INVESTMENT PLAN FOR HOURLY EMPLOYEES TRUST AGREEMENT
by and between
PENNZOIL COMPANY
and
MELLON BANK, N.A.
THIS SECOND AMENDMENT TO PENNZOIL COMPANY SAVINGS AND INVESTMENT PLAN
FOR HOURLY EMPLOYEES TRUST AGREEMENT is made and entered into this _____ day of
_____________, 19 ___, effective December 31, 1998, (this "Amendment"), by and
between PENNZOIL PRODUCTS 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 Pennzoil Company ("Pennzoil") established the Pennzoil Company
Savings and Investment Plan for Hourly Employees (as amended, the "Plan"); and
WHEREAS, Pennzoil 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 Board of Directors of Pennzoil on December 2, 1998
approved the assignment of the Trust Agreement to its affiliate, the Company;
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 effective December 31, 1998, as follows:
1. The Trust Agreement is hereby amended to change the name thereof to
the Pennzoil-Quaker State Company Savings and Investment Plan for Hourly
Employees Trust Agreement.
2. The Trust Agreement is hereby amended to change the references to the
Company therein to Pennzoil-Quaker State Company.
IN WITNESS WHEREOF, the parties hereby, each intending to be legally
bound hereby, have executed this Second Amendment to the Pennzoil Company
Savings and Investment Plan for Hourly Employees Trust Agreement as of the day
and year first above written.
PENNZOIL PRODUCTS COMPANY
By
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Xxxxxxx X. Xxxxxxx
Agent and Attorney-in-Fact
MELLON BANK, N.A.
By
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