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                                                                 EXHIBIT 10.1(c)

                         PENNZOIL-QUAKER STATE COMPANY

                  2002 LONG-TERM PERFORMANCE INCENTIVE PROGRAM

                              Amended and Restated
                                 March 5, 2002

OVERVIEW

 -   The basic concept of the program design is to target long-term incentive
     values at market (e.g., 50th percentile pay for 50th percentile
     performance, 75th percentile pay for 75th percentile performance, etc.).
     The weighting of compensation delivered under different long-term devices
     for senior management is as follows:

     ================================ =========================================
            PROGRAM ELEMENT           % OF EXPECTED VALUE DELIVERED BY DEVICE
     -------------------------------- -----------------------------------------

     Stock Options                                      40%

     Conditional Stock                                  20%

     Long-Term Performance Program                      40%
     -------------------------------- -----------------------------------------

     Total                                              100%
     ================================ =========================================

 -   The employees participating in this program structure for 2002 are
     executives in band levels 6 through 11.


PROGRAM OBJECTIVES

 -   Motivate participants to achieve outstanding Company performance relative
     to peers.

 -   Enable the Company to attract and retain key employees by having this
     program serve as part of a competitive total pay package.

 -   Be reasonable in terms of Company cash requirements and overall cost.

 -  Provide a tax-effective means for the Company to help participants
accumulate capital on a tax-deferred basis.

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BASIC PROGRAM DESIGN CONCEPT

 -   Under the program, participants will be provided an opportunity to receive
     an award payment based on the Company's total shareholder return relative
     to industry peers during overlapping three-year cycles.

 -   New performance cycles begin every year following the year the program was
     established.


ELIGIBILITY

 -   Eligibility for the program will be reviewed and determined annually by
     the Company's CEO and the Compensation Committee of the Company's Board.

 -   Program participation will be extended to key executives that can directly
     impact the long-term success of the Company.

 -   Based on the Company's business needs and competitive market practices,
     program eligibility will continue to be limited to executives in band
     levels 6 through 11.


PERFORMANCE MEASUREMENT

 -   The recommended program performance measure is the Company's total
     shareholder return compared to the industry peers listed below.

      Blythe, Inc.                            Newell Rubbermaid Inc.
      Church & Dwight Inc.                    Oneida LTD
      Clorox                                  Procter & Gamble
      Colgate Palmolive                       Ralston Purina Co.
      Dial                                    Revlon Inc.
      Kimberly-Clark Corp.                    Samsonite Corp.
      Lancaster Colony                        Scotts Company
      Libbey Inc.


 -   Total shareholder return will be defined using the same method required in
     the total shareholder return graph of the proxy statement. This method
     uses a compound annual growth rate. Specifically, $100 invested in
     Pennzoil-Quaker State stock on the first day of the performance cycle,
     with dividends reinvested, compared to $100 invested in each of the peer
     companies, with dividend reinvestment during the same period.
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PERFORMANCE STANDARDS

 -   At the start of each new performance cycle, the Company will need to
     define threshold, target, and maximum performance on the total shareholder
     return objective.

 -   Given the Company's executive pay philosophy, the standards shown in the
     table below will be used for the 2002 to 2004 performance cycle.

<TABLE>
<CAPTION>
======================= ====================================================== ==================================

                                                                                   PENNZOIL-QUAKER STATE TSR
  PERFORMANCE LEVEL                             DEFINITION                        RANKING RELATIVE TO PEERS*
----------------------- ------------------------------------------------------ ----------------------------------
<S>                     <C>                                                    <C>
Maximum                 Outstanding performance                                      3rd of 16 (87th%ile)

Target                  Expected or budgeted performance                             8th of 16 (53rd%ile)

Threshold               Minimal acceptable performance for incentive payout          12th of 16 (27th%ile)
======================= ====================================================== ==================================
</TABLE>


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*    If mergers/acquisitions result in a reduction in the number of peer
     companies during the cycle, these rankings will be converted to equivalent
     percentiles to calculate awards.

**   The Company must also achieve a non-negative actual total shareholder
     return (averaged over the performance cycle) before any payouts may be
     made under the program.
     --------------------------------------------------------------------------


AWARD OPPORTUNITIES

 -   The long-term performance program award opportunities for the
     program-eligible positions (by performance level) are shown below.

<TABLE>
<CAPTION>
=========================== ==============================================================================================
  CORPORATE PERFORMANCE                         AWARDS AS % OF BASE SALARY, BY EXECUTIVE BAND LEVEL*
--------------------------- --------------- --------------- --------------- --------------- --------------- --------------
                                  11              10              9               8               7               6
--------------------------- --------------- --------------- --------------- --------------- --------------- --------------
<S>                         <C>             <C>             <C>             <C>             <C>             <C>
Maximum                           330%           N/A             198%            180%            105%            75%
Target                            110%           N/A              66%             60%             35%            25%
Threshold                          28%           N/A              17%             15%              9%             6%
Below Threshold                     0%           N/A               0%              0%              0%             0%
=========================== =============== =============== =============== =============== =============== ==============
</TABLE>

 -   These award ranges are for each three-year performance cycle and assume
     that a new cycle is established each year.
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 -   Awards for performance between stated levels would be calculated using the
     awards matrix described later in this report.

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*     The long-term performance awards will be calculated using the percentages
      shown in the table and the participant's base salary on the last day of
      the applicable performance cycle. These award levels, at target,
      represent market 55th percentile rates when combined with recommended
      stock option and conditional stock awards.
-------------------------------------------------------------------------------


PROGRAM PAYOUTS

 -   Payouts under the program will be made as soon as possible after the
     completion of each performance cycle.

 -   As a rule, the payouts will be made within three months after the
     completion of the cycle.

 -   All awards typically will be paid as one-time lump-sum cash payments with
     taxes withheld at a flat rate of 28%.

 -   Payouts under the program are both Savings and Investment Plan and
     Retirement Plan eligible.

RETIREMENT AND TERMINATIONS

 -   To receive an award under the program, the participant must generally be
     employed on the last day of the performance cycle.

 -   Exceptions to this policy will be made for retirement, long-term
     disability, death, or involuntary termination during the cycle for reasons
     other than cause, in which case the award should be prorated to reflect
     the actual months of service during the cycle. Award payouts under these
     exceptions would still be made at the end of the performance cycle.


NEW HIRES/PROMOTIONS

 -   Employees promoted into eligible positions for the first time and eligible
     new hires will be prorated (rounded down to the first of the month
     eligible).
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 -   Employees currently participating who are promoted to a higher level
     position during the three year cycle will be prorated (rounded down to the
     first of the month promoted).


CHANGE IN CONTROL

In the event of a change in control (as defined in the existing Pennzoil-Quaker
State Executive Severance Plan), there will be an accelerated payout of awards
based on participants' annual salary rate as of the date of a change in control
multiplied by their target payout percentage, with such payout to be for the
full three-year program.


TAX TREATMENT

 -   The employee will have to pay ordinary income tax on all awards when they
     are paid to the participant (not when they are earned).

 -   The Company receives a tax deduction in the amount of income realized by
     the participant in the year the award is paid.


ACCOUNTING TREATMENT

 -   The Company's projected obligation under the long-term performance cash
     program would be an expense that will be estimated and accrued
     periodically on its financial statements.


PROGRAM ADMINISTRATION

 -   The program will be administered by the Company's CEO for all positions
     except his own, in which case the Compensation Committee will administer
     the program.

 -   The Compensation Committee will be responsible for approving award
     opportunities, performance measures, performance standards, and actual
     award payments.

 -   Any modifications or amendments to the program will be made at the sole
     discretion of the Compensation Committee.

 -   In addition, the Company will retain the right to terminate or modify the
     program at any time. (However, cycles that have already begun are a
     contractual obligation of the Company.)