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                                                               EXHIBIT 10(t)(i)

                                FIRST AMENDMENT
                      TO EMPLOYMENT CONTINUATION AGREEMENT


         This First Amendment ("First Amendment") to Employment Continuation
Agreement dated February 6, 1998 ("Employment Agreement") is made and entered
into effective as of February 12, 1998, by and between Quaker State Corporation
(hereinafter called the "Company"), a Delaware corporation, and Conrad A.
Conrad, an individual currently residing in Irving, Texas (hereinafter called
the "Executive").

         WHEREAS, the parties desire by this First Amendment to modify the terms
of the Employment Agreement in certain respects as hereinafter set forth;

         NOW, THEREFORE, the Company and the Executive covenant and agree as
follows, intending to be legally bound:

         1.           Paragraph 7 of the Employment Agreement is hereby amended
                      to delete subparagraph (c)(i)(C) in its entirety, and to
                      add a new subparagraph (c)(i)(C) to read as follows:

              (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 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) where compensation is a
              relevant factor, his pensionable compensation at the Date of
              Termination, and (y) the age and service the Executive would have
              attained or completed had the Executive continued in the
              Company's employ until the later of: (1) the date on which he
              would have attained age 55 (and thereby qualified for early
              retirement under the terms of the applicable plans), and (2) the
              expiration of the Employment Period.

         2.           All capitalized terms used herein but not otherwise 
                      defined herein shall have the meanings assigned to them
                      in the Employment Agreement.

         3.           Except as specifically modified by this Amendment, all
                      terms and conditions of the Employment Agreement shall
                      remain in full force and effect, unmodified.

                  IN WITNESS WHEREOF, the parties have executed this First
Amendment as of the day and year first above set forth.


                                      QUAKER STATE CORPORATION

                                      By: /s/ Herbert M. Baum
                                         --------------------------------------
                                      Its:Chairman and Chief Executive Officer
                                          --------------------------------------

                                      EXECUTIVE


                                      /s/ Conrad A. Conrad                  
                                      ------------------------------------------
                                      Conrad A. Conrad