Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan — Form S-8
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-8 Registration of Securities to be Offered to 9 39K
Employees Pursuant to an Employee
Benefit Plan
2: EX-4.2 By-Laws of Pennzoil-Quaker State 14 58K
3: EX-4.3 Thrift and Stock Purchase Plan 91 389K
4: EX-4.4 First Amendment to Thrift and Stock Purchase Plan 3 11K
5: EX-5 Opinion of Baker & Botts LLP 2 10K
6: EX-23.1 Consent of Arthur Andersen LLP 1 6K
7: EX-23.2 Consent of Pricewaterhousecoopers LLP 1 7K
8: EX-23.3 Consent of Pricewaterhousecoopers LLP 1 6K
9: EX-24 Powers of Attorney 21 65K
EX-4.4 — First Amendment to Thrift and Stock Purchase Plan
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EXHIBIT 4.4
QUAKER STATE CORPORATION
THRIFT AND STOCK PURCHASE PLAN
(As Amended and Restated Effective January 1, 1997)
First Amendment
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Quaker State Corporation, a Delaware corporation (the "Company"),
having established the Quaker State Corporation Thrift and Stock Purchase Plan,
effective July 1, 1960, having thereafter amended and restated said Plan, the
latest such amendment and restatement being effective January 1, 1997, having
merged the Quaker State Employee Stock Ownership Plan into said Plan, effective
January 1, 1998 (the "Plan"), and having reserved the right under Section 11.01
thereof to amend the Plan, does hereby amend the Plan, effective as of December
31, 1998 to read as follows:
1. The Plan is hereby amended to change the name of the Plan to the
Pennzoil-Quaker State Company Thrift and Stock Purchase Plan and to change all
references in the Plan from Quaker State to Pennzoil-Quaker State, except as
specifically noted below.
2. Section 2.30 of the Plan is hereby amended by amending the definition
of Fund B in its entirety to read as follows:
"FUND B means the 'Pennzoil-Quaker State Stock Fund' to be comprised
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of Pennzoil-Quaker State Stock in which Participants may invest Tax
Deferred Contributions, Thrift Contributions, Rollover Contributions and
contributions held in the Prior Blue Coral 401(k) Account and the Prior
Slick 50 Match Account and in which all Company Matching Contributions,
Company Profit-Sharing Contributions, contributions held in the ESOP
Contribution Account and contributions held in the Tye-Profit Sharing
Account shall be invested, together with all dividends or other allocations
of property received with respect to such Pennzoil-Quaker State Stock."
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3. Article II is hereby amended by deleting Sections 2.49 and 2.50 in
their entirety, by inserting Sections 2.40 and 2.41 to read as follows and by
renumbering Sections 2.40 through 2.48 as Sections 2.42 through 2.50:
"2.40 PENNZOIL-QUAKER STATE means Pennzoil-Quaker State Company."
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"2.41 PENNZOIL-QUAKER STATE STOCK means the class of Common Stock of
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Pennzoil- Quaker State existing on the effective date of the merger of
Pennzoil-Quaker State and Quaker State Corporation."
4. Section 3.01 of the Plan is hereby amended by adding a paragraph
thereto to read as follows:
"Any individual who is a Member, as such term is defined in the
Pennzoil-Quaker State Savings and Investment Plan (the "Pennzoil-Quaker
State Plan"), or who becomes a Member in the Pennzoil-Quaker State Plan
shall not be eligible to participate in or make contributions to this
Plan."
5. Article XIX of the Plan is hereby amended by adding a Section 19.02
thereto to read as follows:
"19.02 VESTING OF ALL ACCOUNTS. Notwithstanding anything herein to
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the contrary, any Participant who terminated employment with the Company on
or after January 1, 1997 and who on the date of such termination had a
Prior Slick 50 Match Account is fully vested in such Account."
IN WITNESS WHEREOF, Quaker State Corporation has caused these presents
to be executed by its duly authorized officers in a number of copies, all of
which shall constitute one
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and the same instrument, which may be sufficiently evidenced by any executed
copy thereof, this 13th day of January, 1999, but effective as
herein provided.
QUAKER STATE CORPORATION
By:/s/ Keith Krzeminski
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Keith Krzemniski
Vice President and Controller
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Dates Referenced Herein and Documents Incorporated by Reference
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