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                                                                  EXHIBIT 10 (N)




February 28, 1996



Mr. John D. Barr
5226 Brookview Drive
Dallas, TX  75220

Re:  Supplemental Pension

Dear John:

In June of last year, you accepted your current position as Quaker State's
President and Chief Operating Officer in accordance with the terms set forth in
my June 5, 1995 letter to you (the "Offer Letter").  Pursuant to Item 11 of the
Offer Letter, you are eligible to receive a supplemental pension which, when
combined with any pension to which you may be entitled under the Quaker State
Corporation Pension Plan (the "Pension Plan"), will result in annual pension
benefits determined in accordance with the following table (the "Benefit
Table"):

<TABLE>
<CAPTION>
             Age at Retirement                        Monthly Benefit
             -----------------                        ---------------
               <S>                            <C>
                 Under 50                                 ------
                  50 - 54                     $12,500.00 ($150,000 annualized)
                    55                        $16,666.67 ($200,000 annualized)
               56 and above                   3-1/3% of covered compensation
                                                     (40% annualized)
</TABLE>

The Offer Letter provides that the supplemental pension benefit is conditioned
upon your agreement to protect the confidentiality of Quaker State information
and not to work for any competing organization for three years after
retirement.  If you die prior to retirement, the Offer Letter provides that
"your wife will receive the benefit to which she is entitled by law."  The
Offer Letter also provides that if you die after retirement, your wife "will
receive the benefit which you will have elected, with her consent, upon your
retirement."

The Offer Letter did not specifically address many of the terms of the
supplemental pension.  The purpose of this letter is to provide the details of
the supplemental pension, in order to avoid any future uncertainty or
misunderstanding.  The specific terms of the supplemental pension are as
follows:

1.       Commencement of Supplemental Pension Payments.  To receive the
supplemental pension, your retirement must be at the request of Quaker State
for reasons other than cause, or by mutual agreement between you and Quaker
State.  Quaker State will not unreasonably withhold its agreement with respect
to your request to retire, but in no event shall Quaker State agree to your
retirement if circumstances exist which reasonably justify termination of your
employment for cause.  The supplemental pension will begin as of the first day
of the month following the date of your retirement from Quaker State, even if
you are not then eligible to begin receiving benefits under the Pension Plan
(payment of benefits under the Pension Plan presently cannot begin prior to age
55).  However, no supplemental pension will be payable during any period when
payments under the Pension Plan could begin after retirement but are deferred
by you.

2.       Amount of Supplemental Pension Benefit - In General.  The figures
shown in the Benefit Table are gross amounts (before tax withholding) payable
in the form of a single life annuity.  The monthly amount
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determined under the Benefit Table with respect to a particular retirement age
will be referred to in this letter as the "Combined Benefit".  A single life
annuity provides payments to you during your life, with no payments to anyone
following your death.  However, as discussed below, your normal form of annuity
will be a qualified joint and survivor annuity ("QJSA") with your wife when
your payments begin.  Under the QJSA, monthly payments will be made to you
during your lifetime and, after your death, to her in an amount equal to 50% of
the monthly amount payable during your lifetime.  If you receive a QJSA, or an
optional form of benefit which provides for payments to a survivor following
your death, the total gross amount which you actually receive from the
supplemental pension and the Pension Plan each month during your lifetime will
be less than the Combined Benefit, because of a necessary reduction to reflect
the actuarial value of the survivorship benefit.

The monthly amount of the supplemental pension will be determined in the
following manner:

a.       The monthly amount payable to you under the Pension Plan will be
         calculated as follows: (i) if you retire when you are not vested under
         the Pension Plan, this amount will be zero; (ii) if you retire when
         you are vested under the Pension Plan but prior to the earliest
         retirement age under the Pension Plan (presently the later of age 55
         or the completion of 5 years of participation), this amount prior to
         the earliest retirement age will be zero, and on and after the
         earliest retirement age will be equal to the monthly benefit amount
         which you would receive in the form of a single life annuity
         commencing as of the first day of the month coinciding with or
         immediately following your earliest retirement age or the date of
         actual commencement if later; or (iii) if you retire on or after the
         earliest retirement age under the Pension Plan, this amount will be
         equal to the monthly benefit which you would receive in the form of a
         single life annuity commencing as of the first day of the month
         coinciding with or immediately following your retirement or the date
         of actual commencement if later.

b.       The monthly amount determined under (a) above will be subtracted from
         the Combined Benefit based upon your age at retirement.

c.       The monthly amount determined under (b) above will be actuarially
         adjusted if the form of payment of the supplemental pension is other
         than a single life annuity.  The actuarial reduction will be based
         upon the actuarial factors set forth in the Pension Plan.

3.       Special Provisions - Retirement Age of 56 or Above.  If you retire on
or after age 56, the Offer Letter provides that your annualized Combined
Benefit will equal 40% of your "covered compensation".  For this purpose, your
covered compensation will be the greater of (i) your base salary as of the
April 30th which precedes your retirement, or (ii)  the amount determined under
such other definition of "Compensation" as exists under the Pension Plan as of
your date of retirement, but without regard to any limitations on the maximum
amount of such compensation that may be taken into account under the Pension
Plan.  In no event, however, will your Combined Benefit upon retirement at or
after age 56 be less than it would have been if you had retired at age 55
(i.e., it will be at least $16,666.67 per month if paid in the form of a single
life annuity), nor will it be less than the monthly amount which would have
been paid to you if you had retired at any age after age 55 but prior to your
actual retirement age (i.e., in the unforeseen event that your base salary
would decline at any time after age 55, such a decline would not result in a
reduction of your Combined Benefit as determined immediately prior to the base
salary reduction).

4.       Form of Supplemental Pension Payments.  In general, your supplemental
pension will be paid in the same form in which benefits are paid under the
Pension Plan, and your designated beneficiary, if any, under the Pension Plan
will be the designated beneficiary for supplemental pension purposes.  No
supplemental pension benefits will be payable in the form of a single sum, even
if that form is available under the Pension Plan.  However, if you retire prior
to the earliest retirement age under the Pension Plan,
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you will be given the opportunity to elect from the forms of payment available
under the Pension Plan, other than a lump sum, the form in which your
supplemental pension will be paid until you begin receiving benefits under the
Pension Plan.  When the Pension Plan payments begin, your supplemental pension
will automatically begin to be paid in the same form as your benefit under the
Pension Plan (unless, as stated above, your benefit under the Pension Plan is
paid in the form of a lump sum) after adjustment to reflect the form of payment
using the actuarial factors set forth in the Pension Plan.  Likewise, if a lump
sum payment option is added to the Pension Plan, and if you elect such option
with respect to your benefits under the Pension Plan, you will have the
opportunity to make an election regarding the form of payment of your
supplemental pension (unless such an election is already in place because of
the commencement of supplemental pension payments prior to the commencement of
payments under the Pension Plan).

If you are eligible under the preceding paragraph to make a separate election
with respect to your supplemental pension, your normal form of pension will be
a QJSA with your spouse, or if none, a single life annuity.  You may elect to
waive the QJSA (with your wife's written and notarized consent) or the single
life annuity and instead elect any of the optional distribution forms then
available under the Pension Plan other than a single sum payment.

5.       Termination of Supplemental Pension Payments.  Your supplemental
pension payments will terminate on the earlier of (i) your death or (ii) a date
within three years of your retirement from Quaker State on which you fail to
protect the confidentiality of Quaker State information or commence employment
with a competing organization; provided, however, that supplemental pension
payments will continue after your death if the form of payment which you have
elected so provides.  If payments continue until your death, the availability
and amount of payments to a beneficiary following your death will be determined
in accordance with the form of annuity you are receiving at your death.  If
your payments cease because you fail to protect the confidentiality of
information or because you are employed by a competing organization, no
supplemental pension payments will be made to anyone following your death.

6.       Post-Retirement Death Benefit.  If you die after you retire, the
supplemental pension payable following your death will depend upon the form of
payment of your supplemental pension.  For example, if a single life annuity
has been paid to you, no further payments will be made following your death.
Any payments following your death will begin in the month following the month
of your death, and the final payment will be for the month in which the death
beneficiary dies.

7.       Preretirement Surviving Spouse Benefit.  If you die after age 50 and
before you retire but while employed by Quaker State, your surviving wife, if
any, will receive a lifetime monthly preretirement survivor benefit.  Payment
will begin in the month following the month of your death, and the final
payment will be made for the month of your wife's death.  If your wife
predeceases you, or if you are not married when you die, no preretirement death
benefit will be payable with respect to the supplemental pension.

The amount of the preretirement surviving spouse benefit payable each month
with respect to the supplemental pension will be calculated as follows:

a.       The Combined Benefit to which you would have been entitled if you had
         retired on your date of death will be determined.

b.       The monthly single life annuity amount determined in (a) above will be
         actuarially converted to a QJSA amount using the actuarial factors set
         forth in the Pension Plan.

c.       The  monthly amount determined under (b) above will be reduced by 50%
         to reflect the surviving spouse's share of the benefit.





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d.       The monthly amount determined in (c) above will be further reduced by
         the monthly amount of the Preretirement Surviving Spouse Benefit
         ("PSSB") payable under the Pension Plan.  If payment of the
         supplemental pension preretirement surviving spouse benefit begins
         before the earliest permitted payment date of the PSSB (this date is
         presently the first day of the month after the deceased participant's
         55th birthday), the reduction will begin when the PSSB payments begin
         under the Pension Plan.

8.       Interpretation of this Letter.  Any interpretation required to
         implement the terms of the supplemental pension as set forth in this
         letter will be made at the sole discretion of the Organization and
         Compensation Committee of the Quaker State Board of Directors or the
         Committee's successor, on recommendation of Quaker State's Counsel and
         senior Human Resources officer or their successors.

                                   *   *   *

If the proposed terms of the supplemental pension, as set forth in this letter,
are acceptable to you, please sign and date the enclosed copy in the spaces
below and return the copy to me.


Sincerely,


/s/ Herbert M. Baum
Herbert M. Baum
Chairman and Chief Executive Officer


Accepted and agreed to:

February 28, 1996


/s/ John D. Barr
John D. Barr