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                                                                EXHIBIT 10.19(c)

                  SUPPLEMENT TO DEFERRED COMPENSATION AGREEMENT

          THIS SUPPLEMENT to Deferred Compensation Agreement made this 20th day
of September, 2001, by and between Pennzoil-Quaker State Company, a Delaware
corporation (the "Company"), and James L. Pate ("Employee").

                                    RECITALS:

          WHEREAS, the Company and Employee have previously entered into that
certain Deferred Compensation Agreement made the 30th day of December, 1998 (the
"Deferred Compensation Agreement");

          WHEREAS, the Deferred Compensation Agreement was amended by that
certain Amendment to Deferred Compensation Agreement made the 4th day of July,
2000 (the "Agreement"); and

          WHEREAS, the Company desires to supplement the Deferred Compensation
Agreement, as amended by the Amendment, to provide for a cash-out of benefits in
the event of certain changes in control of the Company.

          NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration, the receipt of
which is mutually acknowledged, effective as of the date first written above,
the Company and Employee agree that Deferred Compensation Agreement, as amended
by the Amendment, is hereby supplemented as follows:

          "As of the Effective Date of a change in control of the Company (as
     defined herein) you will receive from the Company forthwith a cash payment
     equal to the present value of the benefits that would otherwise be provided
     to you and your spouse under Paragraphs 3, 4, and 5 of the Deferred
     Compensation Agreement, determined as of the date prior to the Effective
     Date of the change in control and computed by reference to those actuarial
     and other factors set forth in that that certain instrument entitled the
     "Pennzoil-Quaker State Company Benefit Acceleration Agreement
     Administrative Procedures," dated March 1999 (prepared by William M.
     Mercer, Incorporated) and maintained on file as an official record of the
     Company by the Vice President, Compensation and Benefits of the Company,
     and such procedures, including any examples or instructions contained
     therein, are hereby incorporated by reference as if fully set forth herein
     and shall constitute a part of the Deferred Compensation Agreement between
     you and the Company.

          For purposes of this Agreement, a change in control shall conclusively
     be deemed to have occurred (i) if the Board of Directors of the Company
     determines by resolution that a change in control which has the reasonable
     likelihood of depriving key employees of benefits they otherwise would have
     earned, by depriving key employees of the opportunity to fulfill applicable
     service and age

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     prerequisites to benefits or otherwise, has occurred, or (ii) upon the
     occurrence of an event specified for such purposes as a change in control
     which has the reasonable likelihood of depriving key employees of benefits
     they otherwise would have earned, by depriving key employees of the
     opportunity to fulfill applicable service and age prerequisites to benefits
     or otherwise, by resolution of the Board of Directors adopted not more than
     sixty days prior to the occurrence of such event. The Effective Date of a
     change in control shall be (a) in the case of such a change in control
     determined as specified in clause (i) of the preceding sentence, the date
     (not more than thirty days prior to the date on which the Board of
     Directors makes the determination) the Board of Directors determines as the
     date on which the change in control has occurred or (b) in the case of such
     a change in control determined as specified under clause (ii) of the
     preceding sentence, the date of occurrence of the event specified by the
     Board of Directors as constituting such change in control."

          The intent of this supplement to Deferred Compensation Agreement is to
provide, in the event there is a change in control of the Company as defined
herein, for a total cash-out of the retirement benefits, spouse's death benefit
and medical reimbursement plan benefits provided under the Deferred compensation
Agreement.

          IN WITNESS WHEREOF, the Company and Employee have executed this
Supplement to Deferred Compensation Agreement as of the date first written
above.

                                       PENNZOIL-QUAKER STATE COMPANY



                                       By: /s/ JAMES J. POSTL
                                       Name: James J. Postl
                                       Title: President & CEO

Accepted and agreed to by:

/s/ JAMES L. PATE
James L. Pate

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