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                        [PENNZOIL COMPANY LETTERHEAD]




                                                               February 10, 1997




Mr. Donald A. Frederick
1706 Beacon Cove Court
Katy, Texas  77450

Dear Don:

              Pennzoil Company hereby offers to employ you as Executive Vice
President of Pennzoil Exploration and Production Company effective as of
February 10, 1997.  Pennzoil understands that because of certain contractual
commitment to your prior employer you may be unable to commence your services
for Pennzoil until the elapse of up to 90 days.  If you are unable to commence
employment promptly, this agreement shall nevertheless be effective provided
you commence working for Pennzoil not later than 90 days from the date hereof.

              The following will apply to your employment with Pennzoil:

       1.     Your annual base salary will be $300,000 payable in biweekly
              amounts of $11,538.46.

       2.     You will be eligible for annual bonus opportunities commensurate
              with your pay and responsibility levels.

       3.     You will participate in Pennzoil's Long-Term Incentive Plan with
              target award levels commensurate with your pay and responsibility
              levels.

       4.     You will be granted on the date hereof, nonqualified stock
              options on 20,000 shares of Pennzoil common stock with each
              option having an option exercise price equal to the fair market
              value of one share of such common stock on the date hereof, and
              having other terms and conditions customarily applicable to
              executive stock options.

       5.     You will be granted on the date hereof 2,000 conditional stock
              units under Pennzoil's Conditional Stock Award Programs.
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Mr. Donald A. Frederick               - 2 -                    February 10, 1997

       6.     You will participate in Pennzoil's other compensation programs
              applicable to executives generally, including the Executive
              Severance Program, Benefits Acceleration Agreement, Salary
              Continuation Program, Medical Expenses Reimbursement Plan,
              Supplemental Disability Plan and Supplemental Life Insurance
              Plan.

       7.     You will receive a perquisites allowance appropriate for your
              responsibility level.

       8.     The grants of awards and participations described herein shall
              all be conditioned upon your becoming actively employed by
              Pennzoil within 90 days of the date hereof, and your salary shall
              not commence until that date.

       9.     You will be entitled to five weeks annual paid vacation.

              If you are in agreement with the foregoing, please sign and
return one copy of this agreement to me.

                                                    Very truly yours,


                                                    /s/  James L. Pate
                                                    James L. Pate


Accepted and agreed to this
10th day of February, 1997.


/s/ DONALD A. FREDERICK
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Donald A. Frederick