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Pennzoil-Quaker Reaches Definitive Agreement to Sell Rouseville Refinery

7 February 2000

Pennzoil-Quaker State Company Reaches Definitive Agreement to Sell Rouseville Refinery, Bareco Partnership and Related Assets

    HOUSTON, Feb. 7 -- Pennzoil-Quaker State Company
announced today that it has reached a definitive agreement with Calumet
Lubricants Company, LP to purchase its Rouseville, Pennsylvania refinery and
related assets.  Included in the sale is Pennzoil-Quaker State Company's share
of its Bareco(R) Partnership with Baker Petrolite, a division of Baker Hughes
.  The sale is expected to close by April 15, 2000.
    Under the terms of the agreement, Calumet will purchase Rouseville Plant
number one, which includes a hydrotreater, deresining unit, deoiling unit,
filtration unit, laboratory and office buildings, utilities, and
warehouse/blending facilities.  Calumet intends to operate and expand the
Rouseville refinery for wax production in support of the Bareco(R)
Partnership.  Also included in the sale agreement are several related assets,
including Pennzoil-Quaker State Company's Reno, Pennsylvania packaging plant
and its crude oil gathering and trucking operations in the state of Utah.
    "This transaction is another important step in Pennzoil-Quaker State
Company's strategy to concentrate fully on its core automotive consumer
products business," said James J. Postl, president and chief operating officer
of Pennzoil-Quaker State Company.  "While we regret saying goodbye to the
region where our company was founded, we are confident that Calumet will bring
renewed energy and focus to the operations of these assets and will greatly
benefit the local communities."
    Calumet Lubricants Company, LP has headquarters in Indianapolis, Indiana.
The company was founded in 1916 with the goal of producing the highest quality
naphthenic specialty oils available.  Today it operates specialty plants in
Princeton and Cotton Valley, Louisiana, producing Hydrocal II Naphthenic Base
Oils, Calsol process oils and a diverse array of solvents and specialty
products.
    Pennzoil-Quaker State Company is a leading worldwide automotive consumer
products company, marketing over 1,300 products with 20 leading brands in more
than 50 countries.  The company markets Pennzoil(R) and Quaker State(R) brand
motor oils, the number one and number two selling motor oils in the United
States.  Jiffy Lube, a wholly owned subsidiary of Pennzoil-Quaker State
Company, is the world's largest fast lube operator and franchiser.  Pennzoil-
Quaker State Company also markets a complete line of automotive car care
products including Axius(TM) auto accessories, Blue Coral(R) and Classic(R)
waxes and washes, Black Magic(R) and Westley's(R) tire and wheel care
products, Fix-A-Flat(R) tire sealants, Medo(R) air fresheners, Rain-X(R) glass
treatments, Gumout(R), Snap(R) and The Outlaw(R) maintenance chemicals and
Slick 50(R) engine treatments.  The company recently introduced Pennzoil
Roadside(TM) Rescue(R) Emergency Fuel Additive, a safe, conveniently packaged
emergency fuel additive that transports out-of-gas vehicles about 10 miles
from the side of the road to safety.  Pennzoil Roadside(TM) Rescue(R) was
named one of Business Week's Best Products of 1999.