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EXHIBIT 13
AMENDMENT TO DEFERRED COMPENSATION AGREEMENT
THIS AMENDMENT to the Deferred Compensation Agreement made
this 1st day of July, 1997 by and between Pennzoil Company, a Delaware
corporation ("Company"), and Xxxxx X. Xxxx ("Employee").
R E C I T A L S:
Company and Employee have previously entered into that certain
Deferred Compensation Agreement made the 12th day of October, 1990. 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. Paragraph 3 of the Deferred Compensation Agreement is hereby
amended to read hereafter as follows:
"Upon the Employee's termination of employment with the
Company for any reason other than death at any time, the Employee
shall be entitled to monthly payments of deferred compensation for the
remainder of his life equal to the excess of (a) 57% of the Employee's
monthly salary as in effect on the date of this termination of
employment, over (b) the total amount of monthly amounts payable to
Employee during each applicable month from the Retirement Plan, the
U.S. Social Security Act, the Company's Short-Term Disability Plan,
the Company's Long-Term Disability Plan, the Company's Supplemental
Disability Plan, as defined benefits under the Excess Benefit
Agreement between the Company and Employee, and from any retirement
plan with a former employer (whether or not received in the form of
monthly payments).
IN WITNESS WHEREOF, the Company and Employee have executed
this Amendment to Deferred Compensation Agreement as of the date first above
written.
PENNZOIL COMPANY
By /s/ XXXXX X. XXXXXXX
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Accepted and agreed to by: Xxxxx X. Xxxxxxx
General Counsel
/s/ XXXXX X. XXXX
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Xxxxx X. Xxxx
