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                                                                 EXHIBIT 10.2(e)


                    2001 RESTRICTED STOCK UNIT AWARD PROGRAM
                                    UNDER THE
              2001 INCENTIVE PLAN OF PENNZOIL-QUAKER STATE COMPANY


      1. Program. This 2001 Restricted Stock Unit Award Program (this "Program")
was adopted by the Committee under the 2001 Incentive Plan of Pennzoil-Quaker
State Company, as amended from time to time (the "Plan"), as a vehicle for the
grant of certain Stock Awards thereunder. The Committee retains the right to
amend, modify or terminate this Program at any time, provided that no Restricted
Stock Unit previously awarded hereunder shall be adversely affected.

      2. Definitions. Capitalized terms used herein shall have the meanings
ascribed to them in the Plan or, if not defined in the Plan, the meanings set
forth below:

      "Award Cycle" means a five-year period with respect to which Units are
awarded.

      "Award Year" means the first Plan Year of each Award Cycle, during which
Units are granted to Program Participants.

      "Fiscal Year" means the year commencing January 1 and ending December 31.

      "Matured Units" means Units which are distributable in the form of Common
Stock.

      "Payment Year" means the Plan Year following the close of the five-year
term of each Award Cycle, during which distribution of shares of Common Stock
equal to the number of Matured Units for such Award Cycle is to be made.

      "Plan Year" means a Fiscal Year.

      "Program Participant" means an Employee who is awarded Restricted Stock
Units under this Program.

      "Restricted Stock Unit" means a Unit equal to one share of Common Stock
awarded to a Program Participant. For purposes of this Program, Restricted Stock
Units are used to measure the benefits payable hereunder that shall be deemed a
Stock Award for all purposes of the Plan.

      "Unit" means a Restricted Stock Unit.

      3. Operation. This Program shall consist of one or more Award Cycles, one
of which shall commence on January 1, 2001. The Committee, in its discretion,
may establish an additional Award Cycle as of any January 1 thereafter during
the continuance of this Program.

      4. Designation of Program Participants. During the Award Year of each
Award Cycle, the Committee shall designate and notify in writing the Program
Participants in

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that Award Cycle and shall advise each such Program Participant of the number of
Units awarded to him under such Award Cycle.

      5. Restricted Stock Units and Dividend Equivalents.

      (a) Establishment of Restricted Stock Unit Ledger. The Company shall set
up an appropriate record (the "Restricted Stock Unit Ledger") that shall from
time to time reflect the name of each Program Participant and the number of
Units awarded to him under each Award Cycle.

      (b) Dividend Equivalents. On each dividend payment date with respect to
Common Stock, the Company shall pay to each Program Participant who is in the
employ of the Company or any Subsidiary, or who has terminated such employment
under circumstances that avoid the forfeiture of his Units as provided in
Section 6(a) hereof, a cash payment equal to the number of Units credited to the
account of the Program Participant in the Restricted Stock Unit Ledger as of the
appropriate dividend record date times the dollar amount of the dividend paid on
such dividend payment date on each share of Common Stock. It is intended that
the amount of the payment shall be equivalent to the dividend that such Program
Participant would have received had he been the owner of a number of shares of
Common Stock equal to the number of Units credited to him on the dividend record
date. Notwithstanding the foregoing, no amount shall be paid with respect to
Units held by a Program Participant on a dividend record date but forfeited by
him prior to the dividend payment date.

      6. Distributions.

      (a) Conversion of Units Into Matured Units. Units awarded under each Award
Cycle shall become Matured Units at the close of the five-year term of the Award
Cycle as provided below. Units awarded any Program Participant under the Award
Cycle that were not previously forfeited shall become Matured Units only if:

            (i) the Program Participant was employed by the Company or any
      Subsidiary at the end of the five-year term of the Award Cycle;

            (ii) the Program Participant has terminated employment during the
      term of the Award Cycle because of death, disability (as determined in the
      discretion of the Committee), or retirement after attaining age 65 (or at
      an earlier age if specifically approved for this purpose in writing by the
      Committee) and completing at least five (5) years of employment with the
      Company and its Subsidiaries; or

            (iii) the Committee determines for any reason and subject to such
      conditions as it may determine appropriate to permit the Units to become
      Matured Units.

If a Program Participant shall terminate his employment with the Company or any
Subsidiary during the term of an Award Cycle, then all Units awarded such
Program Participant that have not become Matured Units shall be forfeited,
unless such Units are to become Matured Units pursuant to the preceding
sentence. Notwithstanding the foregoing, upon the dissolution or liquidation of
the Company, all Units which have not previously been forfeited shall become
Matured Units.

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      (b) Distribution of Common Stock. A number of shares of Common Stock equal
to the number of Matured Units held by each Program Participant shall be
distributed to each such Program Participant as soon as practicable after the
close of the five-year term of the Award Cycle, except as provided in subsection
(d) of this Section 6.

      (c) Beneficiary Designations. Each person becoming a Program Participant
shall file with the Company a designation of one or more beneficiaries to whom
distributions otherwise due the Program Participant shall be made in the event
of his death while in the employ of the Company or any Subsidiary or after
termination of employment but prior to the distribution of Common Stock
attributable to any Matured Units (or cash out) as specified in Section 6(b) or
Section 6(d). The Program Participant shall have the right to change the
beneficiary or beneficiaries from time to time; provided, however, that any
change shall not become effective until received in writing by the Company. If
there is no effective beneficiary designation on file at the time of a Program
Participant's death, or if the designated beneficiary or beneficiaries have all
predeceased such Program Participant, the payment of any remaining benefits
shall be made to the Program Participant's estate. If the beneficiary or
beneficiaries shall survive the Program Participant but shall die before
receiving all of the benefits hereunder, any remaining benefits shall be
distributed to the deceased distributee's estate.

      (d) Acceleration of Benefits.

            (i) Upon Change in Control. Notwithstanding any provision of this
      Program to the contrary, in the event of the occurrence of a Change in
      Control (as defined herein), each Program Participant under an Award Cycle
      shall receive a cash payment equal to the product of (A) the number of
      Units awarded to the Program Participant under each Award Cycle of this
      Program as of the effective date of such Change in Control and (B) the
      value (as defined herein) per share of the Common Stock. Such payment
      shall be in lieu of any benefits otherwise payable under this Program in
      respect of such Units. As used herein, a "Change in Control" shall
      conclusively be deemed to have occurred (x) if the Board determines by
      resolution that a Change in Control that has a reasonable likelihood of
      depriving Employees of benefits they otherwise would have earned, by
      depriving Employees of the opportunity to fulfill applicable service and
      age prerequisites to benefits or otherwise has occurred, or (y) upon the
      occurrence of an event specified for such purposes as a "change in
      control" that has the reasonable likelihood of depriving employees of
      benefits they otherwise would have earned by depriving Employees of the
      opportunity to fulfill applicable service and age prerequisites to
      benefits or otherwise, by resolution of the Board adopted not later than
      sixty (60) days prior to the occurrence of such event. The effective date
      of a Change in Control shall be (1), in the case of such a Change in
      Control determined as specified in clause (x) of the preceding sentence,
      the date (not more than thirty days prior to the date on which the Board
      makes the determination) the Board determines as of the date on which the
      Change in Control has occurred or (2) in the case of such a Change in
      Control determined as specified in clause (y) of the preceding sentence,
      the date of occurrence of the event specified by the Board as constituting
      such Change in Control. "Value" as used herein of a share of Common Stock
      shall mean the amount determined to be the fair value per share thereof by
      the Board in the resolution or resolutions adopted by it determining that
      a Change in Control has occurred or will occur upon the occurrence of
      events specified as a Change in

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      Control, or, in the absence of any determination of fair value by the
      Board, the average of the closing prices per share of the Common Stock on
      the New York Stock Exchange Composite Tape during the ten (10) trading
      days immediately prior to the effective date. In the event the Board
      determines the fair value, the amount so determined shall be not less than
      the ten-day average price computed in accordance with the preceding
      sentence and not in excess of an amount (assuming that such amount is in
      excess of such ten-day average) equal to the highest consideration paid
      for the Common Stock and any offer to the holders thereof made as a part
      or in connection with the transaction or transactions resulting in the
      Change in Control.

            (ii) Upon Increase in Share Value. Notwithstanding any provision of
      the Program to the contrary, with respect to the Award Cycle commencing on
      January 1, 2001:

                  (a) In the event that the average Fair Market Value of a share
            of Common Stock for any twenty (20) consecutive business day period
            ("20-Day Period") equals or exceeds $22.03, as determined by the
            Committee (the "First Threshold"), prior to an event described in
            Section 6(a), 6(d)(i), or 6(d)(ii)(b), then forty percent (40%) of
            the Units (rounded up to the next whole number) awarded to the
            Program Participant for such Award Cycle shall become Matured Units
            as of the date of the First Threshold. A number of shares of Common
            Stock equal to the number of such Matured Units shall be distributed
            to such Program Participant as soon as practicable after the date of
            the First Threshold, and the total number of Units awarded to the
            Program Participant for such Award Cycle shall be reduced by the
            number of such Matured Units.

                  (b) In the event that the average Fair Market Value of a share
            of Common Stock of the Company for any 20-Day Period equals or
            exceeds $31.72, as determined by the Committee (the "Second
            Threshold"), prior to an event described in Section 6(a), 6(d)(i),
            or 6(d)(ii)(a), then one hundred percent (100%) of the Units (if
            applicable, as adjusted by Section 6(d)(ii)(a)) awarded to the
            Program Participant for such Award Cycle shall become Matured Units
            as of the date of the Second Threshold. A number of shares of Common
            Stock equal to the number of such Matured Units (not previously
            distributed under Section 6(d)(ii)(a)) shall be distributed to such
            Program Participant as soon as practicable after the date of the
            Second Threshold.

      A distribution of shares of Common Stock under this Section 6(d)(ii) shall
      be in lieu of any benefits otherwise payable under this Program in respect
      of such Matured Units.

      7.    Rights of Program Participants.

      (a)   Limitation of Rights. Nothing in this Program shall be construed to:

            (i)   Give any Employee of the Company or a Subsidiary any right to
                  be awarded any Units other than in the sole discretion of the
                  Committee;

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            (ii)  Give a Program Participant any rights whatsoever with respect
                  to shares of Common Stock prior to the date Units held by the
                  Participant become Matured Units, except as provided in
                  Section 6(d) hereof;

            (iii) Limit in any way the right of the Company or any Subsidiary to
                  terminate a Program Participant's employment with the Company
                  or any Subsidiary at any time;

            (iv)  Give a Program Participant or any other person any interest in
                  any fund or in any specific asset or assets of the Company or
                  any Subsidiary; or

            (v)   Be evidence of any agreement or understanding, express or
                  implied, that the Company or any Subsidiary will employ a
                  Program Participant in any particular position or at any
                  particular rate of remuneration.

      (b) Nonalienation of Benefits. No right or benefit under this Program
shall be subject to anticipation, alienation, sale, assignment, pledge,
encumbrance or charge, and any attempt to anticipate, alienate, sell, assign,
pledge, encumber or charge the same will be void. No right or benefit hereunder
shall in any manner be liable for or subject to any debts, contracts,
liabilities or torts of the person entitled to such benefits. If any Program
Participant or beneficiary hereunder shall become bankrupt or attempt to
anticipate, alienate, sell, assign, pledge, encumber or charge any right or
benefit hereunder, or if any creditor shall attempt to subject the same to a
writ of garnishment, attachment, execution, sequestration or any other form of
process or involuntary lien or seizure, then such right or benefit shall, in the
discretion of the Committee, either cease and terminate absolutely or be held by
the Company for the sole benefit of the Program Participant or the beneficiary,
his spouse, children or other dependents, or any of them in such manner and in
such proportion as the Committee shall deem proper, free and clear of the claims
of any other party whatsoever.

      (c) Prerequisites to Benefits. No Program Participant, or any person
claiming through a Program Participant, shall have any right or interest in this
Program or the Award Cycles, or any benefits hereunder, unless and until all the
terms, conditions and provisions of the Award Cycle that affect such Program
Participant or such other person shall have been complied with as specified
herein.


                                       PENNZOIL-QUAKER STATE COMPANY



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