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                                                                  EXHIBIT 10 (P)





                       EMPLOYMENT CONTINUATION AGREEMENT

         THIS AGREEMENT between Quaker State Corporation, a Delaware
corporation (the "Company"), and _____________________________________ (the
"Executive"), dated as of this _______ day of ____________________________,
19____.

                              W I T N E S S E T H:

         WHEREAS, the Company has employed the Executive in an officer position
and has determined that the Executive holds an important position with the
Company;

          WHEREAS, the Company believes that, in the event it is confronted
with a situation that could result in a change in ownership or control of the
Company, continuity of management will be essential to its ability to evaluate
and respond to such situation in the best interests of shareholders;

         WHEREAS, the Company understands that any such situation will present
significant concerns for the Executive with respect to his financial and job
security;

         WHEREAS, the Company desires to assure itself of the Executive's
services during the period in which it is confronting such a situation, and to
provide the Executive certain financial assurances to enable the Executive to
perform the responsibilities of his position without undue distraction and to
exercise his judgment without bias due to his personal circumstances;

         WHEREAS, to achieve these objectives, the Company and the Executive
desire to enter into an agreement providing the Company and the Executive with
certain rights and obligations upon the occurrence of a Change of Control or
Potential Change of Control (as defined in Section 2);

         NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is hereby agreed by and between the Company and the
Executive as follows:

         1.      Operation of Agreement. (a) Effective Date. The effective date
of this Agreement shall be the date on which a Change of Control occurs (the
"Effective Date"), provided that, except as provided in Section 1 (b), if the
Executive is not employed by the Company on the Effective Date, this Agreement
shall be void and without effect.

         (b)     Termination of Employment Following a Potential Change of
                 Control.  Notwithstanding Section 1 (a), if (i) the
                 Executive's employment is terminated by the Company Without
                 Cause (as defined in Section 6(c)) after the occurrence of a
                 Potential Change of Control and prior to the occurrence of a
                 Change of Control and (ii) a Change of Control occurs within
                 one year of such termination, the Executive shall be deemed,
                 solely




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                 for purposes of determining his rights under this Agreement to
                 have remained employed until the date such Change of Control
                 occurs and to have been terminated by the Company Without
                 Cause immediately after this Agreement becomes effective.

         2.      Definitions. (a) Change of Control. For the purposes of this
Agreement, a "Change of Control" shall be deemed to have occurred if:

                 (i)      any Person (as defined below) has acquired,
                          "beneficial ownership" (within the meaning of Rule
                          13d-3, as promulgated under Section 13(d) of the
                          Securities Exchange Act of 1934, as amended (the
                          "Exchange Act")) of securities of the Company
                          representing 30% or more of the combined Voting Power
                          (as defined below) of the Company's securities;

                 (ii)     as a result of a solicitation subject to Rule 14a-11
                          under the Exchange Act (or any successor rule
                          thereto), the persons who were directors of the
                          Company immediately before such solicitation shall
                          cease to constitute at least a majority of the Board
                          or the board of directors of any successor to the
                          Company; or

                 (iii)    the stockholders of the Company approve a merger,
                          consolidation, share exchange, division, sale or
                          other disposition of the assets of the Company (a
                          "Corporate Event"), as a result of which the
                          shareholders of the Company immediately prior to such
                          Corporate Event shall not hold, directly or
                          indirectly, immediately following such Corporate
                          Event a majority of the Voting Power of (x) in the
                          case of a merger or consolidation, the surviving or
                          resulting corporation, (y) in the case of a share
                          exchange, the acquiring corporation or (z) in the
                          case of a division or a sale or other disposition of
                          assets, each surviving, resulting or acquiring
                          corporation which, immediately following the relevant
                          Corporate Event, holds more than 10% of the
                          consolidated assets of the Company immediately prior
                          to such Event.

         (b)     Potential Change of Control. For the purposes of this
                 Agreement, a Potential Change of Control shall be deemed to
                 have occurred if:

                 (i)      a Person commences a tender offer (with adequate
                          financing) for securities representing at least 20%
                          of the Voting Power of the Company's securities;

                 (ii)     the Company enters into an agreement the consummation
                          of which would constitute a Change of Control;





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                 (iii)    proxies for the election of directors of the Company
                          are solicited by anyone other than the Company; or

                 (iv)     any other event occurs which is deemed to be a
                          Potential Change of Control by the Board.

         (c)     Person Defined.  For purposes of this Section 2, "Person"
                 shall have the meaning ascribed to such term in Section
                 3(a)(9) of the Exchange Act, as supplemented by Section
                 13(d)(3) of the Exchange Act; provided, however, that Person
                 shall not include (i) the Company or any subsidiary of the
                 Company or (ii) any employee benefit plan sponsored by the
                 Company or any subsidiary of the Company.

         (d)     Voting Power Defined.  A specified percentage of "Voting
                 Power" of a company shall mean such number of the Voting
                 Securities as shall enable the holders thereof to cast such
                 percentage of all the votes which could be cast in an annual
                 election of directors (without consideration of the rights of
                 any class of stock other than the common stock of the company
                 to elect directors by a separate class vote); and "Voting
                 Securities" shall mean all securities of a company entitling
                 the holders thereof to vote in an annual election of directors
                 (without consideration of the rights of any class of stock
                 other than the common stock of the company to elect directors
                 by a separate class vote).

         3.      Employment Period. Subject to Section 6 of this Agreement, the
Company agrees to continue the Executive in its employ, and the Executive
agrees to remain in the employ of the Company, for the period (the "Employment
Period") commencing on the Effective Date and ending on the second anniversary
of the Effective Date. Notwithstanding the foregoing, if, prior to the
Effective Date, the Executive is demoted to a lower position than the position
held on the date first set forth above, the Board may declare that this
Agreement shall be without force and effect by written notice delivered to the
Executive (i) within 30 days following such demotion and (ii) prior to the
occurrence of a Potential Change of Control or a Change of Control.

         4.      Position and Duties. (a) No Reduction in Position. During the
Employment Period, the Executive's position (including titles), authority and
responsibilities shall be at least commensurate with those held, exercised and
assigned immediately prior to the Effective Date. It is understood that, for
purposes of this Agreement, such position, authority and responsibilities shall
not be regarded as not commensurate merely by virtue of the fact that a
successor shall have acquired all or substantially all of the business and/or
assets of the Company as contemplated by Section 12(b) of this Agreement. The
Executive's services shall be performed at the location where the Executive was
employed immediately preceding the Effective Date.

         (b)     Business Time.  From and after the Effective Date, the
                 Executive agrees to devote his full attention during normal
                 business hours to the business and





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                 affairs of the Company and to use his best efforts to perform
                 faithfully and efficiently the responsibilities assigned to
                 him hereunder, to the extent necessary to discharge such
                 responsibilities, except for (i) time spent in managing his
                 personal, financial and legal affairs and serving on
                 corporate, civic or charitable boards or committees, in each
                 case only if and to the extent not substantially interfering
                 with the performance of such responsibilities, and (ii)
                 periods of vacation and sick leave to which he is entitled. It
                 is expressly understood and agreed that the Executive's
                 continuing to serve on any boards and committees on which he
                 is serving or with which he is otherwise associated
                 immediately preceding the Effective Date shall not be deemed
                 to interfere with the performance of the Executive's services
                 to the Company.

         5.      Compensation. (a) Base Salary. During the Employment Period,
the Executive shall receive a base salary at a monthly rate at least equal to
the monthly salary paid to the Executive by the Company and any of its
affiliated companies immediately prior to the Effective Date. The base salary
shall be reviewed at least once each year after the Effective Date, and may be
increased (but not decreased) at any time and from time to time by action of
the Board or any committee thereof or any individual having authority to take
such action in accordance with the Company's regular practices. The Executive's
base salary, as it may be increased from time to time, shall hereafter be
referred to as "Base Salary". Neither the Base Salary nor any increase in Base
Salary after the Effective Date shall serve to limit or reduce any other
obligation of the Company hereunder.

         (b)     Annual Bonus.  During the Employment Period, in addition to
                 the Base Salary, for each fiscal year of the Company ending
                 during the Employment Period, the Executive shall be afforded
                 the opportunity to receive an annual bonus on terms and
                 conditions no less favorable to the Executive (taking into
                 account reasonable changes in the Company's goals and
                 objectives) than the annual bonus opportunity that had been
                 made available to the Executive for the fiscal year ended
                 immediately prior to the Effective Date (the "Annual Bonus
                 Opportunity"). Any amount payable in respect of the Annual
                 Bonus Opportunity shall be paid as soon as practicable
                 following the year for which the amount (or prorated portion)
                 is earned or awarded, unless electively deferred by the
                 Executive pursuant to any deferral programs or arrangements
                 that the Company may make available to the Executive.

         (c)     Long-term Incentive Compensation Programs.  During the
                 Employment Period, the Executive shall participate in all
                 long-term incentive compensation programs for key executives
                 at a level that is commensurate with the Executive's
                 participation in such plans immediately prior to the Effective
                 Date, or, if more favorable to the Executive, at the level
                 made available to the Executive or other similarly situated
                 officers at any time thereafter.





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         (d)     Benefit Plans. During the Employment Period, the Executive
                 (and, to the extent applicable, his dependents) shall be
                 entitled to participate in or be covered under all pension,
                 retirement, deferred compensation, savings, medical, dental,
                 health, disability, group life, accidental death and travel
                 accident insurance plans and programs of the Company and its
                 affiliated companies at a level that is commensurate with the
                 Executive's participation in such plans immediately prior to
                 the Effective Date, or, if more favorable to the Executive, at
                 the level made available to the Executive or other similarly
                 situated officers at any time thereafter.

         (e)     Expenses. During the Employment Period, the Executive shall be
                 entitled to receive prompt reimbursement for all reasonable
                 expenses incurred by the Executive in accordance with the
                 policies and procedures of the Company as in effect
                 immediately prior to the Effective Date. Notwithstanding the
                 foregoing, the Company may apply the policies and procedures
                 in effect after the Effective Date to the Executive, if such
                 policies and procedures are more favorable to the Executive
                 than those in effect immediately prior to the Effective Date.

         (f)     Vacation and Fringe Benefits. During the Employment Period,
                 the Executive shall be entitled to paid vacation and fringe
                 benefits at a level that is commensurate with the paid
                 vacation and fringe benefits available to the Executive
                 immediately prior to the Effective Date, or, if more favorable
                 to the Executive, at the level made available from time to
                 time to the Executive or other similarly situated officers at
                 any time thereafter.

         (g)     Indemnification. During and after the Employment Period, the
                 Company shall indemnify the Executive and hold the Executive
                 harmless from and against any claim, loss or cause of action
                 arising from or out of the Executive's performance as an
                 officer, director or employee of the Company or any of its
                 Subsidiaries or in any other capacity, including any fiduciary
                 capacity, in which the Executive serves at the request of the
                 Company to the maximum extent permitted by applicable law and
                 the Company's Certificate of Incorporation and By-Laws (the
                 "Governing Documents"), provided that in no event shall the
                 protection afforded to the Executive hereunder be less than
                 that afforded under the Governing Documents as in effect
                 immediately prior to the Effective Date.

         (h)     Office and Support Staff. The Executive shall be entitled to
                 an office with furnishings and other appointments, and to
                 secretarial and other assistance, at a level that is at least
                 commensurate with the foregoing provided to other similarly
                 situated officers.

         6.      Termination.  (a) Death, Disability or Retirement.  Subject to
the provisions of Section 1 hereof, this Agreement shall terminate
automatically upon the Executive's death, termination due to "Disability" (as
defined below) or voluntary





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retirement under any of the Company's retirement plans as in effect from time
to time. For purposes of this Agreement, Disability shall mean the Executive's
inability to perform the duties of his position, as determined in accordance
with the policies and procedures applicable with respect to the Company's
long-term disability plan, as in effect immediately prior to the Effective
Date.

         (b)     Voluntary Termination.  Notwithstanding anything in this
                 Agreement to the contrary, following a Change of Control the
                 Executive may, upon not less than 30 days' written notice to
                 the Company, voluntarily terminate employment for any reason
                 (including early retirement under the terms of any of the
                 Company's retirement plans as in effect from time to time),
                 provided that any termination by the Executive pursuant to
                 Section 6(d) on account of Good Reason (as defined therein)
                 shall not be treated as a voluntary termination under this
                 Section 6(b).

         (c)     Cause.  The Company may terminate the Executive's employment
                 for Cause. For purposes of this Agreement, "Cause" means (i)
                 the Executive's conviction or plea of nolo contendere to a
                 felony; (ii) an act or acts of dishonesty or gross misconduct
                 on the Executive's part which result or are intended to result
                 in material damage to the Company's business or reputation; or
                 (iii) repeated material violations by the Executive of his
                 obligations under Section 4 of this Agreement, which
                 violations are demonstrably willful and deliberate on the
                 Executive's part and which result in material damage to the
                 Company's business or reputation.

         (d)     Good Reason.  Following the occurrence of a Change of Control,
                 the Executive may terminate his employment for Good Reason.
                 For purposes of this Agreement, "Good Reason" means the
                 occurrence of any of the following, without the express
                 written consent of the Executive, after the occurrence of a
                 Change of Control:

                 (i)      (A) the assignment to the Executive of any duties
                          inconsistent in any material adverse respect with the
                          Executive's position, authority or responsibilities
                          as contemplated by Section 4 of this Agreement, or
                          (B) any other material adverse change in such
                          position, including title, authority or
                          responsibilities;

                 (ii)     any failure by the Company to comply with any of the
                          provisions of Section 5 of this Agreement, other than
                          an insubstantial or inadvertent failure remedied by
                          the Company promptly after receipt of notice thereof
                          given by the Executive;

                 (iii)   the Company's requiring the Executive to be based at
                         any office or location more than 50 miles (or such
                         other distance as shall be set forth in the Company's
                         relocation policy as in effect at the Effective Time)
                         from that location at which he performed his services





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                         specified under the provisions of Section 4
                         immediately prior to the Change of Control, except for
                         travel reasonably required in the performance of the
                         Executive's responsibilities; or

                 (iv)    any failure by the Company to obtain the assumption
                         and agreement to perform this Agreement by a
                         successor as contemplated by Section 12(b).

In no event shall the mere occurrence of a Change of Control, absent any
further impact on the Executive, be deemed to constitute Good Reason.

         (e)     Notice of Termination.  Any termination by the Company for
                 Cause or by the Executive for Good Reason shall be
                 communicated by Notice of Termination to the other party
                 hereto given in accordance with Section 13(e). For purposes of
                 this Agreement, a "Notice of Termination" means a written
                 notice given, in the case of a termination for Cause, within
                 10 business days of the Company's having actual knowledge of
                 the events giving rise to such termination, and in the case of
                 a termination for Good Reason, within 180 days of the
                 Executive's having actual knowledge of the events giving rise
                 to such termination, and which (i) indicates the specific
                 termination provision in this Agreement relied upon, (ii) sets
                 forth in reasonable detail the facts and circumstances claimed
                 to provide a basis for termination of the Executive's
                 employment under the provision so indicated, and (iii) if the
                 termination date is other than the date of receipt of such
                 notice, specifies the termination date (which date shall be
                 not more than 15 days after the giving of such notice). The
                 failure by the Executive to set forth in the Notice of
                 Termination any fact or circumstance which contributes to a
                 showing of Good Reason shall not waive any right of the
                 Executive hereunder or preclude the Executive from asserting
                 such fact or circumstance in enforcing his rights hereunder.

         (f)     Date of Termination. For the purpose of this Agreement, the
                 term "Date of Termination" means (i) in the case of a
                 termination for which a Notice of Termination is required, the
                 date of receipt of such Notice of Termination or, if later,
                 the date specified therein, as the case may be, and (ii) in
                 all other cases, the actual date on which the Executive's
                 employment terminates during the Employment Period.

         7.      Obligations of the Company upon Termination. (a) Death or
disability. If the Executive's employment is terminated during the Employment
Period by reason of the Executive's death or Disability, this Agreement shall
terminate without further obligations to the Executive or the Executive's legal
representatives under this Agreement other than those obligations accrued
hereunder at the Date of Termination, and the Company shall pay to the
Executive (or his beneficiary or estate) (i) the Executive's full Base Salary
through the Date of Termination (the "Earned Salary"), (ii) any vested amounts
or benefits owing to the Executive under the Company's otherwise applicable
employee benefit plans





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and programs, including any compensation previously deferred by the Executive
(together with any accrued earnings thereon) and not yet paid by the Company
and any accrued vacation pay not yet paid by the Company (the "Accrued
Obligations"), and (iii) any other benefits payable due to the Executive's
death or Disability under the Company's plans, policies or programs (the
"Additional Benefits").

         Any Earned Salary shall be paid in cash in a single lump sum as soon
as practicable, but in no event more than 30 days (or at such earlier date
required b, law), following the Date of Termination. Accrued Obligations and
Additional Benefits shall be paid in accordance with the terms of the
applicable plan, program or arrangement.

         (b)     Cause and Voluntary Termination.  If, during the Employment
                 Period, the Executive's employment shall be terminated for
                 Cause or voluntarily terminated by the Executive (other than
                 on account of Good Reason following a Change of Control), the
                 Company shall pay the Executive (i) the Earned Salary in cash
                 in a single lump sum as soon as practicable, but in no event
                 more than 10 days, following the Date of Termination, and (ii)
                 the Accrued Obligations in accordance with the terms of the
                 applicable plan, program or arrangement.

         (c)     Termination by the Company other than for Cause and
                 Termination by the Executive for Good Reason.

                 (i)      Lump Sum Payments.  If, during the Employment Period,
                          the Company terminates the Executive's employment
                          other than for Cause, or following a Change of
                          Control the Executive terminates his employment for
                          Good Reason, the Company shall pay to the Executive
                          the following amounts:

                          (A)     the Executive's Earned Salary;

                          (B)     a cash amount (the "Severance Amount") equal
                                  to three times the sum of

                                  (1)      the Executive's annual Base Salary;
                                           and

                                  (2)      the average of the bonuses payable
                                           to the Executive for the three
                                           fiscal years of the Company ending
                                           immediately prior to the Effective
                                           Date;

                          (C)     a cash amount (the "Incremental Retirement
                                  Benefit") equal to the present value,
                                  calculated using a discount rate equal to the
                                  then prevailing applicable Federal rate as
                                  determined under Section 1274(d) of the
                                  Internal Revenue Code of 1986, as amended
                                  (the "Code"), of the additional retirement
                                  benefits (including, without limitation, any
                                  pension, retiree





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                                  life or retiree medical benefits) that would
                                  have been payable or available to the
                                  Executive under any employee benefit plan
                                  qualified (a "Qualified Plan") under Section
                                  401(a) of the Code and under any supplemental
                                  retirement plan based on (x) the age and
                                  service the Executive would have attained or
                                  completed had the Executive continued in the
                                  Company's employ until the expiration of the
                                  Employment Period and (y) where compensation
                                  is a relevant factor, his pensionable
                                  compensation at the Date of Termination;

                          (D)     the Accrued Obligations.

The Earned Salary, Severance Amount and Incremental Retirement Benefit shall be
paid in cash in a single lump sum as soon as practicable, but in no event more
than 30 days (or at such earlier date required by law), following the Date of
Termination. Accrued Obligations shall be paid in accordance with the terms of
the applicable plan, program or arrangement.

                 (ii)     Continuation of Benefits.  If, during the Employment
                          Period, the Company terminates the Executive's
                          employment other than for Cause, or following a
                          Change of Control the Executive terminates his
                          employment for Good Reason, the Executive (and, to
                          the extent applicable, his dependents) shall be
                          entitled, after the Date of Termination until the
                          earlier of (1) the second anniversary of the Date of
                          Termination (the "End Date") and (2) the date the
                          Executive becomes eligible for comparable benefits
                          under a similar plan, policy or program of a
                          subsequent employer, to continue participation in all
                          of the Company's employee and executive welfare and
                          fringe benefit plans (the "Benefit Plans"). To the
                          extent any such benefits cannot be provided under the
                          terms of the applicable plan, policy or program, the
                          Company shall provide a comparable benefit under
                          another plan or from the Company's general assets.
                          The Executive's participation in the Benefit Plans
                          will be on the same terms and conditions that would
                          have applied had the Executive continued to be
                          employed by the Company through the End Date.

         (d)     Discharge of the Company's Obligations. Except as expressly
                 provided in the last sentence of this Section 7(d), the
                 amounts payable to the Executive pursuant to this Section 7
                 (whether or not reduced pursuant to Section 7(e)) following
                 termination of his employment shall be in full and complete
                 satisfaction of the Executive's rights under this Agreement
                 and any other claims he may have in respect of his employment
                 by the Company or any of its Subsidiaries. Such amounts shall
                 constitute liquidated damages with respect to any and all such
                 rights and claims and, upon the Executive's





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                 receipt of such amounts, the Company shall be released and
                 discharged from any and all liability to the Executive in
                 connection with this Agreement or otherwise in connection with
                 the Executive's employment with the Company and its
                 Subsidiaries. Nothing in this Section 7(d) shall be construed
                 to release the Company from its commitment to indemnify the
                 Executive and hold the Executive harmless from and against any
                 claim, loss or cause of action arising from or out of the
                 Executive's performance as an officer, director or employee of
                 the Company or any of its Subsidiaries or in any other
                 capacity, including any fiduciary capacity, in which the
                 Executive served at the request of the Company to the maximum
                 extent permitted by applicable law and the Governing
                 Documents.

         (e)     Limit on Payments by the Company.

                 (i)      Application of Section 7(e). In the event that any
                          amount or benefit paid or distributed to the
                          Executive pursuant to this Agreement, taken together
                          with any amounts or benefits otherwise paid or
                          distributed to the Executive by the Company or any
                          affiliated company (collectively, the "Covered
                          Payments"), would be an "excess parachute payment" as
                          defined in Section 280G of the Code and would thereby
                          subject the Executive to the tax (the "Excise Tax")
                          imposed under Section 4999 of the Code (or any
                          similar tax that may hereafter be imposed), the
                          provisions of this Section 7(e) shall apply to
                          determine the amounts payable to Executive pursuant
                          to this Agreement.

                 (ii)     Calculation of Benefits.  Immediately following
                          delivery of any Notice of Termination, the Company
                          shall notify the Executive of the aggregate present
                          value of all termination benefits to which he would
                          be entitled under this Agreement and any other plan,
                          program or arrangement as of the projected Date of
                          Termination, together with the projected maximum
                          payments, determined as of such projected Date of
                          Termination, that could be paid without the Executive
                          being subject to the Excise Tax.

                 (iii)    Imposition of Payment Cap. If (x) the aggregate value
                          of all compensation payments or benefits to be paid
                          or provided to the Executive under this Agreement and
                          any other plan, agreement or arrangement with the
                          Company exceeds the amount which can be paid to the
                          Executive without the Executive incurring an Excise
                          Tax and (y) the Executive would receive a greater
                          net-after-tax amount (taking into account all
                          applicable taxes payable by the Executive, including
                          any Excise Tax) by applying the limitation contained
                          in this Section 7(e)(iii), then the amounts payable
                          to the Executive under this Section 7 shall be
                          reduced (but not





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                          below zero) to the maximum amount which may be paid
                          hereunder without the Executive becoming subject to
                          such an Excise Tax (such reduced payments to be
                          referred to as the "Payment Cap").  In the event that
                          Executive receives reduced payments and benefits
                          hereunder, Executive shall have the right to
                          designate which of the payments and benefits
                          otherwise provided for in this Agreement that he will
                          receive in connection with the application of the
                          Payment Cap.

                 (iv)     Application of Section 280G. For purposes of
                          determining whether any of the Covered Payments will
                          be subject to the Excise Tax and the amount of such
                          Excise Tax,

                          (A)     such Covered Payments will be treated as
                                  "parachute payments" within the meaning of
                                  Section 280G of the Code, and all "parachute
                                  payments" in excess of the "base amount" (as
                                  defined under Section 280G(b)(3) of the Code)
                                  shall be treated as subject to the Excise
                                  Tax, unless, and except to the extent that,
                                  in the good faith judgment of the Company's
                                  independent certified public accountants
                                  appointed prior to the Effective Date or tax
                                  counsel selected by such Accountants (the
                                  "Accountants"), the Company has a reasonable
                                  basis to conclude that such Covered Payments
                                  (in whole or in part) either do not
                                  constitute "parachute payments" or represent
                                  reasonable compensation for personal services
                                  actually rendered (within the meaning of
                                  Section 280G(b)(4)(B) of the Code) in excess
                                  of the "base amount," or such "parachute
                                  payments" are otherwise not subject to such
                                  Excise Tax, and

                          (B)     the value of any non-cash benefits or any
                                  deferred payment or benefit shall be
                                  determined by the Accountants in accordance
                                  with the principles of Section 280G of the
                                  Code.

                 (v)      Applicable Tax Rates.  For purposes of determining
                          whether the Executive would receive a greater
                          net-after-tax benefit were the amounts payable under
                          this Agreement reduced in accordance with Paragraph
                          7(e)(iii), the Executive shall be deemed to pay:





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                          (A)     Federal income taxes at the highest
                                  applicable marginal rate of Federal income
                                  taxation for the calendar year in which the
                                  first amounts are to be paid hereunder, and

                          (B)     any applicable state and local income taxes
                                  at the highest applicable marginal rate of
                                  taxation for such calendar year, net of the
                                  maximum reduction in Federal income taxes
                                  which could be obtained from the deduction of
                                  such state or local taxes if paid in such
                                  year; provided, however, that the Executive
                                  may request that such determination be made
                                  based on his individual tax circumstances,
                                  which shall govern such determination so long
                                  as the Executive provides to the Accountants
                                  such information and documents as the
                                  Accountants shall reasonably request to
                                  determine such individual circumstances.

                 (vi)     Adjustments in Respect of the Payment Cap. If the
                          Executive receives reduced payments and benefits
                          under this Section 7(e) (or this Section 7(e) is
                          determined not to be applicable to the Executive
                          because the Accountants conclude that Executive is
                          not subject to any Excise Tax) and it is established
                          pursuant to a final determination of a court or an
                          Internal Revenue Service proceeding (a "Final
                          Determination") that, notwithstanding the good faith
                          of the Executive and the Company in applying the
                          terms of this Agreement, the aggregate "parachute
                          payments" within the meaning of Section 280G of the
                          Code paid to the Executive or for his benefit are in
                          an amount that would result in the Executive's being
                          subject an Excise Tax, then the amount equal to such
                          excess parachute payments shall be deemed for all
                          purposes to be a loan to the Executive made on the
                          date of receipt of such excess payments, which the
                          Executive shall have an obligation to repay to the
                          Company on demand, together with interest on such
                          amount at the applicable Federal rate (as defined in
                          Section 1274(d) of the Code) from the date of the
                          payment hereunder to the date of repayment by the
                          Executive. If this Section 7(e) is not applied to
                          reduce the Executive's entitlements under this
                          Section 7 because the Accountants determine that the
                          Executive would not receive a greater net-after-tax
                          benefit by applying this Section 7(e) and it is
                          established pursuant to a Final Determination that,
                          notwithstanding the good faith of the Executive and
                          the Company in applying the terms of this Agreement,
                          the Executive would have received a greater
                          net-after-tax benefit by subjecting his payments and
                          benefits hereunder to the Payment Cap, then the
                          aggregate "parachute payments" paid to the Executive
                          or for his benefit in excess of the Payment Cap shall
                          be deemed for all purposes a loan to the





                                       12
<PAGE>   13
                          Executive made on the date of receipt of such excess
                          payments, which the Executive shall have an
                          obligation to repay to the Company on demand,
                          together with interest on such amount at the
                          applicable Federal rate (as defined in Section
                          1274(d) of the Code) from the date of the payment
                          hereunder to the date of repayment by the Executive.
                          If the Executive receives reduced payments and
                          benefits by reason of this Section 7(e) and it is
                          established pursuant to a Final Determination that
                          the Executive could have received a greater amount
                          without exceeding the Payment Cap, then the Company
                          shall promptly thereafter pay the Executive the
                          aggregate additional amount which could have been
                          paid without exceeding the Payment Cap, together with
                          interest on such amount at the applicable Federal
                          rate (as defined in Section 1274(d) of the Code) from
                          the original payment due date to the date of actual
                          payment by the Company.

         8.      Non-Exclusivity of Rights.  Except as expressly provided
herein, nothing in this Agreement shall prevent or limit the Executive's
continuing or future participation in any benefit, bonus, incentive or other
plan or program provided by the Company or any of its affiliated companies and
for which the Executive may qualify, nor shall anything herein limit or
otherwise prejudice such rights as the Executive may have under any other
agreements with the Company or any of its affiliated companies, including
employment agreements or stock option agreements. Amounts which are vested
benefits or which the Executive is otherwise entitled to receive under any plan
or program of the Company or any of its affiliated companies at or subsequent
to the Date of Termination shall be payable in accordance with such plan or
program.

         9.      Full Settlement.  The Company's obligation to make the
payments provided for in this Agreement and otherwise to perform its
obligations hereunder shall not be affected by any circumstances, including,
without limitation, any set-off, counterclaim, recoupment, defense or other
right which the Company may have against the Executive or others whether by
reason of the subsequent employment of the Executive or otherwise. In the event
that the Executive shall in good faith give a Notice of Termination for Good
Reason and it shall thereafter be determined that Good Reason did not exist,
the employment of the Executive shall, unless the Company and the Executive
shall otherwise mutually agree, be deemed to have terminated, at the date of
giving such purported Notice of Termination, by mutual consent of the Company
and the Executive and, except as provided in the last preceding sentence, the
Executive shall be entitled to receive only those payments and benefits which
he would have been entitled to receive upon a voluntary termination, including
his Earned Salary and the Accrued Obligations.

         10.     Legal Fees and Expenses. If the Executive asserts any claim in
any contest (whether initiated by the Executive or by the Company) as to the
validity, enforceability or interpretation of any provision of this Agreement,
the Company shall pay the Executive's legal expenses (or cause such expenses to
be paid) including, without limitation, his reasonable attorneys' fees, on a
quarterly basis, upon presentation of proof of such expenses in a form
acceptable to the Company, provided that the Executive shall reimburse the
Company for such amounts, plus simple interest thereon at the 90-day United
States Treasury Bill rate as in effect





                                       13
<PAGE>   14
from time to time, compounded annually, if the Executive shall not prevail, in
whole or in part, as to any material issue as to the validity, enforceability
or interpretation of any provision of this Agreement.

         11.     Confidential Information; Company Property. For and in
consideration of the salary and benefits to be provided by the Company
hereunder, including the severance arrangements set forth herein, the Executive
agrees that:

         (a)     Confidential Information.  The Executive shall hold in a
                 fiduciary capacity for the benefit of the Company all secret
                 or confidential information, knowledge or data relating to the
                 Company or any of its affiliated companies, and their
                 respective businesses, (i) obtained by the Executive during
                 his employment by the Company or any of its affiliated
                 companies and (ii) not otherwise public knowledge (other than
                 by reason of an unauthorized act by the Executive). After
                 termination of the Executive's employment with the Company,
                 the Executive shall not, without the prior written consent of
                 the Company, unless compelled pursuant to an order of a court
                 or other body having jurisdiction over such matter,
                 communicate or divulge any such information, knowledge or data
                 to anyone other than the Company and those designated by it.

         (b)     Company Property.  Except as expressly provided herein,
                 promptly following the Executive's termination of employment,
                 the Executive shall return to the Company all property of the
                 Company and all copies thereof in the Executive's possession
                 or under his control.

         (c)     Injunctive Relief and Other Remedies with Respect to
                 Covenants.  The Executive acknowledges and agrees that the
                 covenants and obligations of the Executive with respect to
                 confidentiality and Company property relate to special, unique
                 and extraordinary matters and that a violation of any of the
                 terms of such covenants and obligations will cause the Company
                 irreparable injury for which adequate remedies are not
                 available at law. Therefore, the Executive agrees that the
                 Company shall (i) be entitled to an injunction, restraining
                 order or such other equitable relief (without the requirement
                 to post bond) restraining Executive from committing any
                 violation of the covenants and obligations contained in this
                 Section 11 and (ii) have no further obligation to make any
                 payments to the Executive hereunder following any finding by a
                 court or an arbitrator that the Executive has engaged in a
                 material violation of the covenants and obligations contained
                 in this Section 11. These remedies are cumulative and are in
                 addition to any other rights and remedies the Company may have
                 at law or in equity. In no event shall an asserted violation
                 of the provisions of this Section 11 constitute a basis for
                 deferring or withholding any amounts otherwise payable to the
                 Executive under this Agreement.





                                       14
<PAGE>   15
         12.     Successors. (a) This Agreement is personal to the Executive
and, without the prior written consent of the Company, shall not be assignable
by the Executive otherwise than by will or the laws of descent and
distribution.  This Agreement shall inure to the benefit of and be enforceable
by the Executive's legal representatives.

         (b)     This Agreement shall inure to the benefit of and be binding
                 upon the Company and its successors. The Company shall require
                 any successor to all or substantially all of the business
                 and/or assets of the Company, whether direct or indirect, by
                 purchase, merger, consolidation, acquisition of stock, or
                 otherwise, by an agreement in form and substance satisfactory
                 to the Executive, expressly to assume and agree to perform
                 this Agreement in the same manner and to the same extent as
                 the Company would be required to perform if no such succession
                 had taken place.

         13.     Miscellaneous.  (a) Applicable Law. This Agreement shall be
governed by and construed in accordance with the laws of the State of Delaware,
applied without reference to principles of conflict of laws.

         (b)     Arbitration. Except to the extent provided in Section 11 (c),
                 any dispute or controversy arising under or in connection with
                 this Agreement shall be resolved by binding arbitration. The
                 arbitration shall be held in the city of Dallas, Texas and
                 except to the extent inconsistent with this Agreement, shall
                 be conducted in accordance with the Expedited Employment
                 Arbitration Rules of the American Arbitration Association then
                 in effect at the time of the arbitration, and otherwise in
                 accordance with principles which would be applied by a court
                 of law or equity. The arbitrator shall be acceptable to both
                 the Company and the Executive. If the parties cannot agree on
                 an acceptable arbitrator, the dispute shall be heard by a
                 panel of three arbitrators, one appointed by each of the
                 parties and the third appointed by the other two arbitrators.

         (c)     Amendments. This Agreement may not be amended or modified
                 otherwise than by a written agreement executed by the parties
                 hereto or their respective successors and legal
                 representatives.

         (d)     Entire Agreement.  This Agreement (as supplemented in
                 accordance with Section 1(b)) constitutes the entire agreement
                 between the parties hereto with respect to the matters
                 referred to herein. No other agreement relating to the terms
                 of the Executive's employment by the Company, oral or
                 otherwise, shall be binding between the parties unless it is
                 in writing and signed by the party against whom enforcement is
                 sought. There are no promises, representations, inducements or
                 statements between the parties other than those that are
                 expressly contained herein. The Executive acknowledges that he
                 is entering into this Agreement of his own free will and
                 accord, and with no duress, that he has read this Agreement
                 and that he understands it and its legal consequences.





                                       15
<PAGE>   16
         (e)     Notices.  All notices and other communications hereunder shall
                 be in writing and shall be given by hand-delivery to the other
                 party or by registered or certified mail, return receipt
                 requested, postage prepaid, addressed as follows:

                 If to the Executive:        at the home address of the 
                                             Executive noted on the records 
                                             of the Company

                 If to the Company:          Quaker State Corporation
                                             225 E. John Carpenter Freeway
                                             Irving, Texas 75062
                                             Attn.: Secretary

                        with a copy to:      Debevoise & Plimpton
                                             875 Third Avenue
                                             New York, NY 10022
                                             Attention: Lawrence K. Cagney, Esq.

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.

         (f)     Tax Withholding. The Company shall withhold from any amounts
                 payable under this Agreement such Federal, state or local
                 taxes as shall be required to be withheld pursuant to any
                 applicable law or regulation.

         (g)     Severability; Reformation. In the event that one or more of
                 the provisions of this Agreement shall become invalid, illegal
                 or unenforceable in any respect, the validity, legality and
                 enforceability of the remaining provisions contained herein
                 shall not be affected thereby. In the event that any of the
                 provisions of Section 11(a) is not enforceable in accordance
                 with its terms, the Executive and the Company agree that such
                 Section shall be reformed to make such Section enforceable in
                 a manner which provides the Company the maximum rights
                 permitted at law.

         (h)     Waiver.  Waiver by any party hereto of any breach or default
                 by the other party of any of the terms of this Agreement shall
                 not operate as a waiver of any other breach or default,
                 whether similar to or different from the breach or default
                 waived. No waiver of any provision of this Agreement shall be
                 implied from any course of dealing between the parties hereto
                 or from any failure by either party hereto to assert its or
                 his rights hereunder on any occasion or series of occasions.





                                       16
<PAGE>   17
         (i)     Counterparts.  This Agreement may be executed in counterparts,
                 each of which shall be deemed an original but all of which
                 together shall constitute one and the same instrument.

         (j)     Captions. The captions of this Agreement are not part of the
                 provisions hereof and shall have no force or effect.

         IN WITNESS WHEREOF, the Executive has hereunto set his hand and the
Company has caused this Agreement to be executed in its name on its behalf, and
its corporate seal to be hereunto affixed and attested by its Secretary, all as
of the day and year first above written.

                                        QUAKER STATE CORPORATION



                                        
                                        -----------------------------------
                                        Herbert M. Baum
                                        Title:   Chairman and Chief
                                                 Executive Officer
[SEAL]


WITNESSED:


                                                 
-----------------------------------



                                        EXECUTIVE:



                                        
                                        -----------------------------------

WITNESSED:


                                                 
-----------------------------------





                                       17