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                                                                 EXHIBIT 10.3(b)


                          PENNZOIL-QUAKER STATE COMPANY

                           2000 LONG-TERM PERFORMANCE
                                INCENTIVE PROGRAM

                                February 25, 2000

OVERVIEW

o   The basic concept of the plan design is to target long-term incentive values
    at market (e.g., 50th percentile pay for 50th percentile performance, 75th
    percentile pay for 75th percentile performance, etc.). The weighting of
    compensation delivered under different long-term devices for senior
    management is as follows:


<TABLE>
<CAPTION>
================================================================================
        PLAN ELEMENT                % OF EXPECTED VALUE DELIVERED BY DEVICE
        ------------                ---------------------------------------

<S>                                 <C>
Stock Options                                         40%

Conditional Stock                                     20%

Long-Term Performance Plan                            40%
                                                     ---

Total                                                100%

================================================================================
</TABLE>

    --   The employees participating in this plan structure for 2000 are the
         Executive Tier, Tiers E-1 through E-7 and Tier X-1.

PLAN OBJECTIVES

o   Motivate participants to achieve outstanding company performance relative to
    peers.

o   Enable Pennzoil-Quaker State to attract and retain key employees by having
    this plan serve as part of a competitive total pay package.

o   Be easy to administer.

o   Be reasonable in terms of company cash requirements and overall cost.

o   Provide a tax-effective means for the Company to help participants
    accumulate capital on a tax-deferred basis.


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BASIC PLAN DESIGN CONCEPT

o   Under the plan, participants will be provided an opportunity to receive an
    award payment based on Pennzoil-Quaker State's total shareholder return
    relative to industry peers during overlapping 3-year cycles.

o   New performance cycles begin every year following the year the plan was
    established.

o   The recommended performance/payout cycle relationship is shown in Exhibit 1.


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                                                                               3


                                                                       EXHIBIT 1

PENNZOIL-QUAKER STATE COMPANY
PERFORMANCE/PAYOUT CYCLE RELATIONSHIP


<TABLE>
<CAPTION>
2000        2001        2002        2003        2004        2005
----        ----        ----        ----        ----        ----
<S>         <C>         <C>         <C>         <C>         <C>

------------------------- X

            ------------------------- X

                         ------------------------ X

                                     ------------------------ X
</TABLE>


X = Award earned at end of year shown


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ELIGIBILITY

o   Eligibility for the plan should be reviewed and determined annually by
    Pennzoil-Quaker State's CEO and the Compensation Committee of
    Pennzoil-Quaker State's Board.

o   Plan participation should be extended to key executives that can directly
    impact the long-term success of the Company.

o   Based on the Company's business needs and competitive market practices,
    Towers Perrin recommends that plan eligibility continue to be limited to
    executives in Tiers E-1 through E-7, and Tier X-1*.

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

* Note:           This recommendation is consistent with current prevailing
                  market practice.

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PERFORMANCE MEASUREMENT

o   The recommended plan performance measure is Pennzoil-Quaker State's total
    shareholder return compared to the industry peers listed in Exhibit 2.

o   Total shareholder return will be defined using the same method required in
    the total shareholder return graph of the proxy statement. Specifically,
    $100 invested in Pennzoil-Quaker State stock on the first day of the
    performance cycle, with dividends reinvested, compared to $100 invested in
    each of the peer companies, with dividend reinvestment during the same
    period.


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                                                                       EXHIBIT 2

PENNZOIL-QUAKER STATE COMPANY
LISTING OF PEER COMPANIES CONSIDERED FOR TSR
CALCULATIONS FOR LONG-TERM PERFORMANCE PLAN

<TABLE>
<S>                                                           <C>
    Church & Dwight Inc.                                      Oneida LTD

    Clorox                                                    Procter & Gamble

    Colgate Palmolive                                         Ralston Purina Co.

    Dial                                                      Revlon Inc.

    Kimberly-Clark Corp.                                      Samsonite Corp.

    Lancaster Colony                                          Scotts Company

    Libbey Inc.                                               Sunbeam

    Newell Rubbermaid Inc.
</TABLE>


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                                                                               6


PERFORMANCE STANDARDS

o   At the start of each new performance cycle, Pennzoil-Quaker State will need
    to define threshold, target, and maximum performance on the total
    shareholder return objective.

o   Given the company's executive pay philosophy, the standards shown in the
    table below will be used for the 2000-2002 performance cycle.


<TABLE>
<CAPTION>
================================================================================
PERFORMANCE                                          PENNZOIL-QUAKER STATE TSR
   LEVEL                  DEFINITION                 RANKING RELATIVE TO PEERS*
-----------      ------------------------------      --------------------------
<S>              <C>                                 <C>
Maximum          Outstanding performance               3rd of 16 (87th%ile)

Target           Expected or budgeted                  8th of 16 (53rd%ile)
                 performance

Threshold**      Minimal acceptable performance        12th of 16 (27th%ile)
                 for incentive payout
================================================================================
</TABLE>


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       *        If mergers/acquisitions result in a reduction in the number of
                peer companies during the cycle, these rankings will be
                converted to equivalent percentiles to calculate awards.

       **       Pennzoil-Quaker State must also achieve a minimum actual total
                shareholder return of 6% per year (averaged over the performance
                cycle) before any payouts may be made under the plan.
--------------------------------------------------------------------------------

AWARD OPPORTUNITIES

o   The suggested long-term performance plan award opportunities for the plan
    eligible positions (by performance level) are shown below.

<TABLE>
<CAPTION>
===============================================================================================
                                    AWARDS AS % OF BASE SALARY, BY EXECUTIVE TIER*
   CORPORATE         --------------------------------------------------------------------------
  PERFORMANCE        E-7       E-6       E-5       E-4       E-3       E-2       E-1        X1
---------------      ----      ----      ----      ----      ----      ----      ----       ---
<S>                  <C>       <C>       <C>       <C>       <C>       <C>       <C>        <C>
Maximum              315%      285%      240%      192%      171%      120%      111%       72%

Target               105%       95%       80%       64%       57%       40%       37%       24%

Threshold             26%       24%       20%       16%       14%       10%        9%        6%

Below Threshold        0%        0         0         0         0         0         0         0
===============================================================================================
</TABLE>


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o   These award ranges are for each 3-year performance cycle and assume that a
    new cycle is established each year.

o   Awards for performance between stated levels would be calculated using the
    awards matrix described later in this report.


--------------------------------------------------------------------------------
      *     The long-term performance awards should be calculated using the
            percentages shown in the table and the participant's base salary on
            the last day of the applicable performance cycle. These award
            levels, at target, represent market 55th percentile rates when
            combined with recommended stock option and conditional stock awards.
--------------------------------------------------------------------------------

PLAN PAYOUTS

o   Payouts under the plan should be made as soon as possible after the
    completion of each performance cycle.

o   As a rule, the payouts should be made within three months after the
    completion of the cycle.

o   All awards typically should be paid as one-time lump-sum cash payments with
    taxes withheld at a flat rate of 28%. (Note: If Pennzoil-Quaker State makes
    all award payments in cash no shareholder approval is required. If the
    Company wants to retain flexibility to make award payments in company
    shares, shareholder approval is required.)

o   Please note that payouts under the plan are both savings and investment plan
    and retirement plan eligible.

RETIREMENT AND TERMINATIONS

o   To receive an award under the plan, Towers Perrin recommends that the
    participant must generally be employed on the last day of the performance
    cycle.

o   Exceptions to this policy should be made for retirement, long-term
    disability, death, or involuntary termination during the cycle for reasons
    other than cause, in which case the award should be prorated to reflect the
    actual months of service during the cycle. Award payouts under these
    exceptions would still be made at the end of the performance cycle.

TAX TREATMENT

o   The employee will have to pay ordinary income tax on all awards when they
    are paid to the participant (not when they are earned).

o   The company receives a tax deduction in the amount of income realized by the
    participant in the year the award is paid.


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                                                                               8


ACCOUNTING TREATMENT

o   The Company's projected obligation under the long-term performance cash plan
    would be an expense that should be estimated and accrued periodically on its
    financial statements.

PLAN ADMINISTRATION

o   The plan should be administered by Pennzoil-Quaker State's CEO for all
    positions except his own, in which case the Compensation Committee should
    administer the plan.

o   The Compensation Committee should be responsible for approving award
    opportunities, performance measures, performance standards, and actual award
    payments.

o   Also, any modifications or amendments to the plan should be made at the sole
    discretion of the Compensation Committee.

o   In addition, the company should retain the right to terminate or modify the
    plan at any time. (However, cycles that have already begun are a contractual
    obligation of the company.)

PLAN COST

o   Towers Perrin estimates the annualized cost of the performance plan for each
    of the next 4 years would be as follows, assuming four different levels of
    performance:


<TABLE>
<CAPTION>
================================================================================
                                                      2000 ESTIMATED ANNUAL COST
PERFORMANCE LEVEL                                              ($000)
-----------------                                     --------------------------
<S>                                                   <C>
Maximum                                                       $11,634

Target                                                        $ 3,878

Threshold                                                     $   970

Below Threshold                                               $     0
================================================================================
</TABLE>

o   These costs would obviously change each year depending on movements in the
    company's executive salaries and the specific positions covered by the plan.
    The costs shown above assume the Company's current executive salaries and
    that executives in tiers E-7 through E-1, and X-1 are the only plan
    participants.

AWARD CALCULATIONS

o   Exhibit 3 provides an example of how plan performance and payouts would be
    determined for one 3-year performance cycle.

o   As shown in the exhibit, award payouts are tied directly to Pennzoil-Quaker
    State's total shareholder return performance relative to peers.