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                                                                 EXHIBIT 10.2(d)

              2001 INCENTIVE PLAN OF PENNZOIL-QUAKER STATE COMPANY

                       NONQUALIFIED STOCK OPTION AGREEMENT



                  PENNZOIL-QUAKER STATE COMPANY (the "Company") hereby grants on
____________, to ________________________________ (the "Optionee"), an employee
of the Company or one of its subsidiaries, the Nonqualified Option to purchase
from the Company up to, but not exceeding in the aggregate, _______________
shares of common stock, $0.10 par value per share, of the Company ("Stock") at
$___________ per share, such number of shares and such price per share being
subject to adjustment as provided in Section 15 of the 2001 Incentive Plan of
Pennzoil-Quaker State Company, as amended from time to time (the "Plan"), and
further subject to the following terms and conditions:

                  1. This Option is issued in accordance with and subject to all
of the terms, conditions and provisions of the Plan and administrative
interpretations thereunder, if any, which have been adopted by the Compensation
Committee (the "Committee") and are in effect on the date hereof. Except as
otherwise defined herein, capitalized terms shall have the same meanings
ascribed to them under the Plan.

                  2. (a) This Option shall not be exercisable until after 12
         months of continued employment with the Company or any parent or
         subsidiary of the Company immediately following the date this Option is
         granted, and thereafter shall be exercisable as follows:

                           (i) After 12 months of such continued employment,
                  this Option shall be exercisable for any number of shares up
                  to and including, but not in excess of, 33-1/3% of the
                  aggregate number of shares subject to this Option;

                           (ii) After two years of such continued employment,
                  this Option shall be exercisable for any number of shares up
                  to and including, but not in excess of, 66-2/3% of the
                  aggregate number of shares subject to this Option; and

                           (iii) After three years of continued employment, this
                  Option shall be fully exercisable;



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         provided that the number of shares as to which this Option becomes
         exercisable shall, in each case, be reduced by the number of shares
         theretofore purchased pursuant to the terms hereof.

                           (b) Notwithstanding the provisions of subparagraph
         (a) of this paragraph 2, this Option may be exercised to the extent
         then unexercised, irrespective of the 12-month, 33-1/3% and 66-2/3%
         limitations set forth in subparagraph (a) above, in the event of:

                           (i) Death of the Optionee while in the employment of
                  the Company or any parent or subsidiary of the Company;

                           (ii) Termination of employment of the Optionee by
                  reason of total and permanent disability, as determined by the
                  Committee ("Disability"); or

                           (iii) Termination of the Optionee's employment by
                  retirement on or after age 55 under or in accordance with the
                  retirement plan of the Company or any parent or subsidiary of
                  the Company in which he/she is then participating after
                  completion, as of the date of such retirement, of not less
                  than five years of employment with the Company or any parent
                  or subsidiary of the Company ("Retirement") or termination of
                  employment for such other reasons as may be approved in
                  writing by the Committee; provided, however, that this Option
                  shall not be exercisable for a period of six months
                  immediately following the date this Option is granted,
                  notwithstanding any such earlier retirement.

                           (c) In the event of termination of employment for any
         reason other than specified above in subparagraph (b) of this paragraph
         2, this Option may be exercised during the remainder of its term only
         with respect to the number of shares exercisable at the date of such
         termination.



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                  3. The Option hereby granted shall terminate and be of no
force and effect with respect to any shares of Stock not previously acquired by
exercise by the Optionee upon the first to occur of:

                  (i) the expiration of ten years from the date of the grant of
         this Option; or

                  (ii) the expiration of 90 days after the termination of
         employment of the Optionee with the Company and any parent or
         subsidiary of the Company for reasons other than death, Disability or
         Retirement; provided, however, that if death of the Optionee occurs
         within 90 days of termination of employment, this clause (ii) shall be
         inapplicable; or

                  (iii) the expiration of three years after the termination of
         employment of the Optionee with the Company and any parent or
         subsidiary of the Company for reason of Retirement; provided, however,
         that if death of the Optionee occurs within 90 days of termination of
         employment, this clause (iii) shall be inapplicable.

                  This Option shall not be assignable or otherwise transferable
except by will or the laws of descent and distribution.

                  4. The Optionee shall have the right to relinquish, subject to
Committee approval, any then exercisable portion of the Option hereby granted
for shares of Stock upon the following terms and conditions:

                           (a) The Optionee, his/her heirs or other legal
         representatives, to the extent entitled to exercise the Option under
         the terms hereof, in lieu of purchasing the entire number of shares
         subject to purchase hereunder, shall have the right to relinquish all
         or any part of the unexercised portion of the Option (to the extent
         exercisable as provided in subparagraph (d) below) for a number of
         shares of the Stock of the Company and an amount of cash to be
         determined as follows:

                           (i) The written notice of exercise of such right of
                  relinquishment, provided for in subparagraph (b) below, shall
                  state the percentage, if any, of the Appreciated Value,
                  hereinafter defined, which such holder elects to receive in
                  cash (which percentage is called the "Cash Percentage"), such
                  Cash Percentage to



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                  be in increments of ten percent (10%) of such Appreciated
                  Value up to (but not to exceed) fifty percent (50%) thereof;

                           (ii) The number of shares of Stock of the Company
                  issuable pursuant to such relinquishment shall be the number
                  of such shares, rounded to the next greater number of full
                  shares, as shall be equal to: one hundred percent (100%) less
                  the Cash Percentage, times the excess of (1) the aggregate
                  current market value of the shares of such Stock covered by
                  this Option or the portion thereof so relinquished over (2)
                  the aggregate purchase price for such shares specified above
                  (which excess is called the "Appreciated Value"), divided by
                  the then-current market value per share of such Stock; and

                           (iii) The amount of cash payable pursuant to such
                  relinquishment shall be an amount equal to the Appreciated
                  Value less the aggregate current market value of the issued
                  shares, which cash shall be paid by the Company subject to
                  such conditions as are deemed advisable by the Committee to
                  permit compliance by the Company with the withholding
                  provisions applicable to employers, including withholding
                  under the Code and applicable State law. If no cash payment is
                  to be made, or if the required tax withholding exceeds the
                  amount of the cash payment to be made, the amount of any such
                  required tax not so withheld from a cash payment must be
                  delivered by the Optionee to the Company with the notice
                  provided for in subparagraph (b), or the Optionee must make
                  other arrangements satisfactory to the Company for payment of
                  such withholding tax.

                           (b) Such right of relinquishment may be exercised
         only upon receipt by the Company (at the address provided in
         subparagraph (g) below) of a written notice of such relinquishment,
         which shall be dated the date of election to make such relinquishment.
         For purposes of the Plan, such date of election shall be deemed to be
         the date when such notice is sent by registered or certified United
         States mail (postage prepaid), if by mail, or when receipt is
         acknowledged by the Company, if mailed by other than registered or
         certified United States mail (postage prepaid), or if delivered by hand
         or by any telegraphic communications equipment of the sender or
         otherwise delivered.



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         Nothing contained in this subparagraph (b) shall limit the discretion
         of the Committee to disapprove any election by the Optionee to exercise
         a right of relinquishment.

                           (c) For purposes of this paragraph 4, the "current
         market value" of a share of the Stock of the Company shall be its Fair
         Market Value on the day on which written notice of relinquishment is
         received by the Company.

                           (d) The Option hereby granted, or any portion
         thereof, may be relinquished only to the extent that (i) it is
         exercisable on the date written notice of relinquishment is received by
         the Company and (ii) the Committee, subject to the provisions of
         subparagraph (e) below, shall consent to the election of the Optionee
         to relinquish the Option as set forth in such written notice of
         relinquishment.

                           (e) The Committee shall have sole discretion to
         consent to or disapprove any election by the Optionee or his/her heirs
         or other legal representatives to relinquish such Option for Stock of
         the Company and cash as provided in subparagraph (a) above. Neither the
         Committee nor the Company shall be under any liability to any person by
         reason of the Committee's disapproval of any election pursuant to this
         paragraph 4.

                           (f) Neither this Option nor any right to relinquish
         the same to the Company as contemplated by subparagraph (a) above,
         shall be assignable or otherwise transferable except by will or the
         laws of descent and distribution.

                           (g) Subject to the limitations set forth elsewhere
         herein, the right of relinquishment granted hereby may be exercised by
         written notice delivered by the holder to PENNZOIL-QUAKER STATE
         COMPANY, PENNZOIL PLACE, P. O. BOX 2967, HOUSTON, TEXAS 77252-2967,
         which notice shall state the number of shares of Stock purchasable for
         cash under the Option or the portion thereof being relinquished by such
         holder in consideration of shares of Stock pursuant to the terms hereof
         together with any Cash Percentage elected by such holder.

                           (h) Upon relinquishment of the Option or any portion
         thereof for shares of Stock as provided herein, this Option or the
         portion hereof so relinquished shall



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         thereupon terminate and be of no further force or effect, and the
         Company shall have no further obligation to issue and deliver shares of
         its Stock pursuant hereto.

                           (i) The obligation of the Company to issue and
         deliver shares pursuant to the relinquishment of this Option shall be
         subject to all applicable laws, rules and regulations and to such
         filings with or approvals by any governmental agencies or national
         securities exchanges as may be required and the Optionee agrees that
         he/she will not exercise the right of relinquishment granted hereby,
         and that the Company will have no obligation hereunder to effect such
         relinquishment, if the exercise of such right or the consummation of
         such relinquishment would constitute a violation by the Optionee or the
         Company of any applicable law or regulation.

                           (j) Notwithstanding any provision of this paragraph 4
         to the contrary, this Option shall terminate and be of no force or
         effect after the date specified by paragraph 3 hereof.

                           (k) Rights of relinquishment may not be exercised
         unless the Appreciated Value exceeds zero.

                  5. Subject to the limitations set forth herein and in the
Plan, this Option may be exercised by written notice delivered (i) by registered
or certified United States mail (postage prepaid), which shall be effective as
of the date mailed, or (ii) by hand or by any telegraphic communications
equipment of the sender, which shall be effective as of the date receipt is
acknowledged by the Company, to PENNZOIL-QUAKER STATE COMPANY, PENNZOIL PLACE,
P. O. BOX 2967, HOUSTON, TEXAS 77252-2967, or by any other procedure that may be
established and approved by the Committee. In addition to any information
required by paragraph 4 to exercise a right of relinquishment hereunder, such
written notice shall (1) state the number of shares with respect to which the
Option is being exercised, and (2) be accompanied by a check, cash or money
order payable to PENNZOIL-QUAKER STATE COMPANY in the full amount of the
purchase price for any shares being acquired other than pursuant to a right of
relinquishment or, at the option of the Optionee, accompanied by Stock
theretofore owned by such Optionee equal in value to the full amount of the
purchase price (or any combination of cash, check or such Stock). For purposes
of determining the amount, if any, of the purchase price satisfied by payment in



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Stock, such Stock shall be valued at its Fair Market Value on the date of
exercise. Any Stock delivered in satisfaction of all or a portion of the
purchase price shall be appropriately endorsed for transfer and assignment to
the Company. In addition, whether or not the options and shares covered by the
Plan have been registered pursuant to the Securities Act of 1933, the Company
may at its election require the Optionee to give a representation in writing
that he/she is acquiring such shares for his/her own account for investment and
not with a view to, or for sale in connection with, the distribution of any part
thereof.

                  If any law or regulation requires the Company to take any
action with respect to the shares specified in such notice, the time for
delivery thereof, which would otherwise be as promptly as possible, shall be
postponed for the period of time necessary to take such action.

                  6. (a) The Optionee agrees that, at any time prior to the
         exercise of the Option and for a period of 12 months after the later of
         (i) the last date the Optionee exercises all or a portion of this
         Option or exercises all or a portion of the rights of relinquishment
         under the Option or (ii) termination of the Optionee's employment with
         the Company or any parent or subsidiary of the Company for any reason,
         including, but not limited to, by reason of Disability or Retirement,
         the Optionee shall not engage in any of the following activities
         (collectively, "Prohibited Activities") anywhere in the United States
         of America:

                           (i) Optionee shall not, directly or indirectly, (A)
                  accept any employment, assignment, position or responsibility
                  or provide any services or (B) acquire any ownership interest,
                  that involves the Optionee's Participation (as defined in
                  subparagraph (c) herein) in an entity's business that is
                  related to automotive and marine consumer products and
                  services, including: (1) motor oils, transmission fluids, gear
                  lubricants and greases and specialty lubricants; (2)
                  carburetor and fuel injector cleaners; (3) automotive filters,
                  including oil filters, transmission fluid filters and air
                  filters; (4) oil and fuel additives and treatments; (5) fast
                  lubrication, fluid maintenance and automotive preventative
                  maintenance services; (6) tire treatments, inflators and
                  sealants; (7) automotive appearance and accessory products,
                  including polishes and waxes, car wash products and cleaners,
                  window shades, sun blockers, car covers, seat and steering



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                  wheel covers, floormats, glass treatments and other automotive
                  accessories; (8) air fresheners; and (9) any product, service,
                  person, firm, corporation, or event if, in the reasonable
                  opinion of the Committee, association therewith competes with
                  the Company (collectively, "Competitive Activity"), unless
                  such Competitive Activity is not in any way, as determined by
                  the Committee, competing with the Company or its parent or any
                  of its subsidiaries or affiliates (collectively, the Company
                  for purposes of this subparagraph (a)).

                           (ii) Optionee shall not in any way, directly or
                  indirectly, including, but not limited to, through another
                  person or entity acting on the Optionee's recommendation,
                  suggestion, identification or advice, solicit any employee of
                  the Company to leave the Company's employment or accept any
                  position with any other entity.

                           (iii) Optionee shall not use or disclose to anyone
                  any Confidential Information (as defined in subparagraph (c)
                  herein) regarding the Company other than as necessary in the
                  Optionee's position with the Company.

                           (iv) Optionee shall not engage in any acts which are
                  considered to be contrary to the best interests of the
                  Company, including, but not limited to, violating any of the
                  Company's employment and other policies and practices,
                  engaging in the unlawful trading in the securities of the
                  Company or of any other company based on information gained as
                  a result of the Optionee's employment with the Company or
                  engaging in any other activity that constitutes gross
                  misconduct.

                           (b) In the event the Committee determines, in its
         sole discretion, that the Optionee has engaged in any Prohibited
         Activity, in addition to any other remedies the Company may have
         available to it, the Company may, in its sole discretion:

                           (i) cancel the unexercised portion of the Option; and

                           (ii) require the Optionee to pay to the Company any
                  and all gains realized from the exercise of any portion of the
                  Option within the 12-month



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                  period immediately preceding the date the Optionee engaged in
                  such Prohibited Activities, as determined by the Committee, in
                  its sole discretion.

                           (c) As used in this paragraph 6, the following terms
         shall have the meanings set forth below:

                           (i) "Confidential Information" shall mean
                  proprietary, confidential or other non-public information or
                  documents related to the business and affairs of the Company
                  and its worldwide business, whether or not in writing,
                  including, but not limited to, information regarding the
                  Company's earnings, costs, profits, expenses, material
                  sources, equipment sources, existing and prospective
                  customers, business plans, strategies, practices and
                  procedures, prospective and executed contracts, maps, computer
                  files, business arrangements, possible acquisitions or
                  divestitures, potential new products or markets, personnel,
                  know-how, formulae, processes, equipment, discoveries,
                  inventions, research, technical or scientific information and
                  other data and interpretations that are not accessible to the
                  public, none of which is part of general knowledge of the
                  industry. Moreover, all records, papers, reports, computer
                  programs, strategies, documents (including, without
                  limitation, memoranda, notes, files and correspondence),
                  opinions, evaluations, inventions, ideas, technical data,
                  products, services, processes, procedures, and interpretations
                  that are, or have been, produced by the Optionee or any other
                  employee, officer, director, agent, contractor, or
                  representative of the Company, whether or not in writing, all
                  shall comprise Confidential Information.

                           (ii) "Participation" shall be construed broadly to
                  include, without limitation: (A) serving as a director,
                  officer, executive, principal, employee, advisor, consultant
                  or contractor with respect to such a business entity; (B)
                  providing input, advice, guidance or suggestions to such a
                  business entity; or (C) providing a recommendation or
                  testimonial on behalf of such a business entity or one or more
                  products it transports, markets, sells, distributes, or
                  produces.



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                  7. The Optionee's rights under the Plan and this Nonqualified
Stock Option Agreement are personal and this Option is exercisable during the
Optionee's lifetime only by the Optionee. No assignment or transfer of the
Optionee's rights under and interest in this Option may be made by the Optionee
otherwise than by will or by the laws of descent and distribution.

                  8. In any judicial action or proceedings between the parties
to enforce any of the provisions of this Agreement, to seek damages on account
of the breach hereof, to seek a judicial determination of the rights or
obligations of any party hereto or in which this Agreement is raised as a
defense, regardless or whether the action or proceeding is prosecuted to
judgment and in addition to any other remedy, the unsuccessful party shall pay
the successful party all costs and expenses, including reasonable attorneys'
fees, incurred therein by the successful party.

                  9. The Company may make such provisions as it may deem
appropriate for the withholding of any taxes which it determines is required in
connection with this Option or rights of relinquishment granted under the Plan.
However, the Optionee may pay all or any portion of the taxes required to be
withheld by the Company or paid by the Optionee in connection with the exercise
of all or any portion of this Option (including an exercise through
relinquishment) by electing to have the Company withhold shares of Stock, or by
delivering previously owned shares of Stock, having a Fair Market Value equal to
the amount required to be withheld or paid.



Dated:                                      PENNZOIL-QUAKER STATE COMPANY
      -----------------------


This Option has been accepted as of
the above date by the undersigned,
subject to the terms and provisions
of the Plan and administrative
interpretations thereof referred to
above.

---------------------------------------
     Optionee



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