<PAGE>
                                                                    EXHIBIT 10.4





                          PENNZOIL-QUAKER STATE COMPANY

                    NON-QUALIFIED SAVINGS AND INVESTMENT PLAN

                            Effective January 1, 2002





<PAGE>

                                TABLE OF CONTENTS

<Table>
<Caption>
ARTICLE                                                                    PAGE
-------                                                                    ----
<S>                                                                       <C>
I       -       DEFINITIONS AND CONSTRUCTION ............................    I-1

II      -       PARTICIPATION ...........................................   II-1

III     -       ACCOUNT CREDITS AND ALLOCATIONS OF INCOME OR LOSS .......  III-1

IV      -       DEEMED INVESTMENT OF FUNDS ..............................   IV-1

V       -       DETERMINATION OF VESTED INTEREST AND FORFEITURES ........    V-1

VI      -       IN-SERVICE DISTRIBUTIONS ................................   VI-1

VII     -       TERMINATION BENEFITS ....................................  VII-1

VIII    -       ADMINISTRATION OF THE PLAN .............................. VIII-1

IX      -       ADMINISTRATION OF FUNDS .................................   IX-1

X       -       NATURE OF THE PLAN ......................................    X-1

XI      -       MISCELLANEOUS ...........................................   XI-1
</Table>



                                        i
<PAGE>

                          PENNZOIL-QUAKER STATE COMPANY

                    NON-QUALIFIED SAVINGS AND INVESTMENT PLAN



                                   WITNESSETH:

                  WHEREAS, Pennzoil-Quaker State Company (the "Company") desires
to establish the Pennzoil-Quaker State Company Non-Qualified Savings and
Investment Plan (the "Plan") to provide supplemental retirement income benefits
for a select group of management and highly compensated employees of the Company
and certain of its subsidiary or related companies through deferrals of salary
and Company contributions of matching amounts which cannot be made to the
Company 401(k) plan due to Internal Revenue Code limitations; and

                  WHEREAS, the Company wants to allow such employees, upon their
retirement from the Company, to defer receipt of the benefits hereunder in order
to provide a regular stream of income during retirement;

                  NOW THEREFORE, effective as of January 1, 2002, the Plan is
hereby adopted to read as follows:



<PAGE>

                                       I.

                          DEFINITIONS AND CONSTRUCTION

         1.1 DEFINITIONS. The capitalized words or terms used in the Plan and
which are not otherwise defined herein shall have the same meanings as such
words or terms have in the Pennzoil-Quaker State Company Savings and Investment
Plan, as the same may be amended from time to time. Where the following words
and phrases appear in the Plan, they shall have the respective meanings set
forth below, unless their context clearly indicates to the contrary.

(1)      ACCOUNT(S): An individual Account for each Member to which is credited
         the Member Deferrals and the Employer Matching Contribution. The
         maintenance of individual Accounts is only for accounting purposes and
         a segregation of the assets of the Trust Fund shall not be required.
         Moreover, as provided in Article IX, no Member or Beneficiary shall
         have any title to any specific asset of the Trust Fund.

(2)      AFFILIATE: Each trade or business (whether or not incorporated) which
         together with the Company would be deemed to be a "single employer"
         within the meaning of Subsections (b), (c), (m) or (o) of Section 414
         of the Code.

(3)      CEO: Chief Executive Officer.

(4)      CODE: The Internal Revenue Code of 1986, as amended.

(5)      COMPANY: Pennzoil-Quaker State Company, a Delaware corporation and its
         successors.

(6)      COMPANY STOCK: The common stock of the Company.

(7)      DIRECTORS: The Board of Directors of the Company.

(8)      EARLY DISTRIBUTION: An election by a Member in accordance with Section
         7.6 to receive a withdrawal from his or her Account prior to the time
         when such Member would be entitled to such amounts.

(9)      EFFECTIVE DATE: January 1, 2002.

(10)     ELIGIBLE EMPLOYEE: Any individual who is employed by the Employer in a
         position with an executive salary band of level five or higher.

(11)     EMPLOYER: The Company and any other adopting entity (which must be an
         Affiliate) that adopts the Plan pursuant to the provisions of Section
         2.3.

(12)     ENTRY DATE: The first day of each Plan Year.

(13)     FUNDS: The investment funds designated from time to time for the deemed
         investment of Accounts pursuant to Article IV.



                                      I-1
<PAGE>

(14)     FUTURE DATE WITHDRAWAL: The distribution date selected by a Member for
         an in-service withdrawal of all amounts of Pay and Matching
         Contributions and earnings and losses attributable thereto, as set
         forth on the Member's election form.

(15)     INELIGIBLE SAVINGS PLAN CONTRIBUTION: With respect to each Member and
         each payroll period, the amount of such Member's Pay for such payroll
         period that is not eligible to be contributed under the Savings Plan
         for such payroll period solely because such Member deferred his or her
         Compensation as a Pre-Tax Contribution and such contribution exceeded
         the maximum dollar limitation of Section 402(g) of the Code.

(16)     INITIAL ENTRY DATE: The earliest date that is administratively possible
         following the time an Employee is designated by the Employer as an
         Eligible Employee; provided, however, that if an Employee is designated
         as an Eligible Employee during a Plan Year, such date shall not exceed
         30 days following the date on which such employee becomes eligible to
         participate in the Plan.

(17)     INVESTMENT COMMITTEE: The committee appointed by the Company to oversee
         the investment of assets in the Company's employee benefit plans.

(18)     LETTER AGREEMENT: That agreement styled as a letter and offered by the
         Company to certain executives for the purpose of enabling such
         executives to receive pension benefits to which they would not
         otherwise be entitled because of the limitations of Code Sections 415
         and 401(a)(17).

(19)     MATCHING CONTRIBUTION: For a given Plan Year, 100% of Member Deferrals
         not to exceed 6% of Pay minus the actual amount of matching
         contributions made to the Saving Plan by the Employer provided,
         however, that any Member who is not yet eligible to participate in the
         Savings Plan shall not receive a Matching Contribution. Such Matching
         Contributions shall be in the form of Company Stock.

(20)     MEMBER: Each Eligible Employee who has met the eligibility requirements
         for participation in the Plan and who has become a Member pursuant to
         Article II.

(21)     MEMBER DEFERRALS: Deferrals made by a Member pursuant to Section 3.1.

(22)     PAY: The total compensation of an Eligible Employee as stated in the
         payroll records of the Employer including salary, wages, commissions
         and any amount paid for time served over the basic work week or paid as
         bonuses or as other special pay (other than foreign service premium,
         hardship allowance, severance pay or non-incentive pay for foreign
         employment) and including any amounts by which a Member's pay is
         reduced by (a) Member Deferrals pursuant to Section 3.1 or (b) elective
         contributions made on his or her behalf by the Employer pursuant to a
         qualified cash or deferred arrangement (as defined in Sections 401(k)
         and 414(v) of the Code) or pursuant to a plan maintained under Section
         125 of the Code.

(23)     PAYMENT DATE: The time as soon as practicable after (1) the Member's
         Termination of Employment or (2) the Future Withdrawal Date if earlier.



                                      I-2
<PAGE>

(24)     PLAN: The Pennzoil-Quaker State Company Non-Qualified Savings and
         Investment Plan, as amended from time to time.

(25)     PLAN ADMINISTRATOR: The Administrative Committee for Employee Benefit
         Plans. As used in the Plan, the term "Plan Administrator" shall refer
         to the applicable delegate of the Administrative Committee for Employee
         Benefit Plans.

(26)     PLAN YEAR: The twelve-consecutive month period commencing January 1 of
         each year.

(27)     PRIOR EXCESS BENEFIT ASSETS. The amount of Dollar Equivalents credited
         to the Ledger Account of any Member with a Letter Agreement which is
         transferred to this Plan. For the purposes of this definition the
         capitalized terms are as defined in the Letter Agreement.
         Notwithstanding anything herein to the contrary, the Prior Excess
         Benefit Assets may not be diversified among the Funds available under
         the Plan and may be withdrawn only upon a Member's Termination of
         Employment.

(28)     RECORDKEEPER: The third party administrator of the Plan appointed by
         the Plan Administrator.

(29)     RETIREMENT DATE: A Member's "Retirement Date" as defined under the
         Savings Plan.

(30)     SAVINGS PLAN: The Pennzoil-Quaker State Company Savings and Investment
         Plan, as amended from time to time.

(31)     TERMINATION OF EMPLOYMENT: With respect to each Member, the termination
         of such Member's employment with the Employer and all Affiliates for
         any reason whatsoever.

(32)     TRUST: The trust, if any, established under the Trust Agreement.

(33)     TRUST AGREEMENT: The agreement, if any, entered into between the
         Employer and the Trustee pursuant to Article X.

(34)     TRUST FUND: The funds and properties, if any, held pursuant to the
         provisions of the Trust Agreement, together with all income, profits,
         and increments thereto.

(35)     TRUSTEE: The trustee or trustees qualified and acting under the Trust
         Agreement at any time.

(36)     UNFORESEEABLE FINANCIAL EMERGENCY: An unexpected need of a Member for
         cash that (a) arises from an illness, casualty loss, sudden financial
         reversal, or such other unforeseeable occurrence that is caused by an
         event beyond the control of such Member, (b) would result in severe
         financial hardship to such Member if his or her compensation deferral
         election was not canceled pursuant to Section 3.1(g) and/or if a
         benefit payment pursuant to Section 6.2 or 7.6 was not permitted, and
         (c) is not reasonably satisfiable from other resources of such Member.
         Cash needs arising from foreseeable events, such as the purchase of a
         house or education expenses for children, shall not be considered to be
         the result of an Unforeseeable Financial Emergency. Further, cash needs
         that may be relieved (i) through reimbursement or compensation by
         insurance or otherwise, (ii) by



                                      I-3
<PAGE>

         liquidation of the Member's assets, to the extent the liquidation of
         such assets would not itself cause severe financial hardship, or (iii)
         by cessation of deferrals under the Plan shall not be considered to be
         Unforeseeable Financial Emergencies.

         1.2 NUMBER AND GENDER. Wherever appropriate herein, words used in the
singular shall be considered to include the plural and words used in the plural
shall be considered to include the singular. The masculine gender, where
appearing in the Plan, shall be deemed to include the feminine gender.

         1.3 HEADINGS. The headings of Articles and Sections herein are included
solely for convenience, and if there is any conflict between such headings and
the text of the Plan, the text shall control.



                                      I-4
<PAGE>

                                       II.

                                  PARTICIPATION

         2.1 ELIGIBILITY.

                  (a) Each Eligible Employee who is not eligible to participate
         in the Savings Plan shall be eligible to become a Member of the Plan by
         electing to make Member Deferrals pursuant to 3.1(a).

                  (b) Each Eligible Employee who, upon becoming eligible to
         participate in the Savings Plan, elects to defer a portion of his or
         her Compensation under the Savings Plan shall be eligible to become a
         Member of the Plan for any Plan Year by electing to make Member
         Deferrals with respect to his or her Ineligible Savings Plan
         Contributions pursuant to Section 3.1(b).

         2.2 PARTICIPATION. Prior to a Member's Initial Entry Date or each Entry
Date, the Plan Administrator shall notify those Eligible Employees who are
determined by the Plan Administrator to be eligible to initially become Members
pursuant to Section 2.1(a) or (b) as of such date. Any such Eligible Employee
may become a Member for the Plan Year beginning on such date by effecting, not
later than 15 days prior to such date, the Member Deferral election form
prescribed by the Plan Administrator.

         2.3 ADOPTING ENTITIES. It is contemplated that other corporations,
associations, partnerships, limited liability companies, or proprietorships may
adopt this Plan and thereby become an Employer. Any such entity, whether or not
presently existing, may become a party hereto by appropriate action of its
officers without the need for approval of its board of directors or noncorporate
counterpart, the Plan Administrator or the Directors; provided, however, that
such entity must be an Affiliate. The provisions of the Plan shall apply
separately and equally to each Employer and its employees in the same manner as
is expressly provided for the Company and its employees, except that the power
to appoint or otherwise affect the Plan Administrator and the Trustee and the
power to amend or terminate the Plan or amend the Trust Agreement shall be
exercised by the Compensation Committee of the Company, as applicable, alone.
Transfer of employment among Employers and Affiliates shall not be considered a
termination of employment hereunder. Any Employer may, by appropriate action of
its officers without the need for approval of its board of directors or
noncorporate counterpart or the Plan Administrator terminate its participation
in the Plan. Moreover, the Compensation Committee may, in their discretion,
terminate an Employer's Plan participation at any time.



                                      II-1
<PAGE>

                                      III.

                ACCOUNT CREDITS AND ALLOCATIONS OF INCOME OR LOSS

         3.1 MEMBER DEFERRALS.

                  (a) A Member meeting the eligibility requirements of Section
         2.1(a) may elect to defer a percentage from 1% to 15% of his or her Pay
         for a Plan Year.

Notwithstanding the foregoing, with respect to an Eligible Employee who first
becomes a Member on other than an Entry Date, any such Member Deferrals pursuant
to Section 3.1(a) shall apply only for the portion of such Plan Year commencing
with the date the Eligible Employee first becomes a Member and ending on the
last day of such Plan Year.

                  (b) A Member who meets the eligibility requirement of 2.1(b)
         may elect to defer a percentage from 1% to 15% of his or her Ineligible
         Savings Plan Contribution for a Plan Year.

                  (c) A Member's election to defer an amount of his or her Pay
         or to have his or her Ineligible Savings Plan Contribution contributed
         to this Plan pursuant to this Section shall be made by effecting, in
         the form prescribed by the Plan Administrator, a Member Deferral
         election pursuant to which the Member authorizes the Employer to reduce
         his or her Pay in the elected amount and the Employer, in consideration
         thereof, agrees to credit an equal amount to such Member's Account
         maintained under the Plan. The reduction in a Member's Pay pursuant to
         his or her Member Deferral election shall be effected by Pay reductions
         each payroll period following either the effective date of such
         election or the payroll period following the date upon which the
         Member's Pre-Tax Contribution to the Savings Plan exceeds the limits of
         Code Section 402(g). Member Deferrals made by a Member shall be
         credited to such Member's Account as of a date determined in accordance
         with procedures established from time to time by the Plan
         Administrator; provided, however, that such Member Deferrals shall be
         credited to the Member's Account no later than 30 days after the date
         upon which the Pay deferred would have been received by such Member in
         cash if the Member had not elected to defer such amount.

                  (d) A Member Deferral election pursuant to Section 3.1(a) or
         3.1(b) shall become effective as of the Initial Entry Date or Entry
         Date which is on or after the date the election is effected by the
         Member. A Member Deferral election shall remain in force and effect for
         the entire (or partial, if applicable) Plan Year to which such election
         relates. A Member Deferral election shall remain in force and effect
         for each subsequent Plan Year (following the Member's initial year of
         participation in the Plan) for which he or she satisfies the
         eligibility requirements set forth in Section 2.1, unless and until
         such election is changed or revoked by such Member prior to the Entry
         Date of the subsequent Plan Year to which such change or revocation
         relates. Plan provisions to the contrary notwithstanding, a Member
         Deferral election shall be suspended during any period of unpaid leave
         of absence from the Employer.



                                     III-1
<PAGE>

                  (e) A Member who has made a Member Deferral election may
         change his or her election, as of the Entry Date of any subsequent Plan
         Year, by effecting a new Member Deferral election no later than 15 days
         prior to such Entry Date.

                  (f) A Member who has made a Member Deferral election may
         cancel his or her election at any time during the Plan Year by
         effecting the same in a form prescribed by the Plan Administrator
         within the time period prescribed by the Plan Administrator. A Member
         who so cancels his or her Member Deferral election may again make a new
         Member Deferral election for a subsequent Plan Year, if the Member
         satisfies the eligibility requirements set forth in Section 2.1, by
         effecting a new Member Deferral election prior to the Entry Date of
         such Plan Year and within the time period prescribed by the Plan
         Administrator.

                  (g) In the event that the CEO, upon written petition of a
         Member, determines in his sole discretion that such Member has suffered
         an Unforeseeable Financial Emergency or that such Member will, absent
         termination of such Member's Member Deferral election then in effect,
         suffer an Unforeseeable Financial Emergency, then the Member Deferral
         election of such Member then in effect, if any, shall be terminated as
         soon as administratively practicable after such determination. A Member
         whose Member Deferral election has been so terminated may again make a
         new Member Deferral election for a subsequent Plan Year that is at
         least 12 months after the effective date of such termination, if the
         Member satisfies the eligibility requirements set forth in Section 2.1,
         by effecting a new Member Deferral election for such Plan Year and
         within the time period prescribed by the Plan Administrator.

         3.2 MATCHING CONTRIBUTIONS.

                  The Employer shall contribute a Matching Contribution to the
Member's Account as of the date the corresponding Member Deferral is credited to
such Account.

         3.3 VALUATION OF ACCOUNTS. All amounts allocated to the Accounts of
Members shall be deemed to be invested as of the date of such allocation, and
the balance of each Account shall reflect the result of daily pricing of the
assets in which such Account is deemed to be invested from the time of such
allocation until the time of distribution.

         3.4 QUARTERLY STATEMENTS. As soon as practicable after the close of
each quarter, the Recordkeeper shall prepare and deliver to each Member a
written or electronic statement showing:

                  (a) The balance in the Member's Account in the Trust Fund as
         of the close of the preceding quarter;

                  (b) The amount of Member Deferrals and Matching Contributions,
         if any, allocated to the Member's Account for the period during the
         quarter;

                  (c) The adjustments to the Member's Account to reflect the
         Member's share of income of the Trust Fund and appreciation or
         depreciation in Trust Fund assets during the period ending at the close
         of the quarter;



                                     III-2
<PAGE>

                  (d) The new balance in the Member's Account as of the close of
         the quarter; and

                  (e) Such information as the Committee deems appropriate to
         advise the Member of the Member's relative interests in each Fund as of
         the preceding quarter and the current quarter.



                                     III-3
<PAGE>

                                       IV.

                           DEEMED INVESTMENT OF FUNDS

         4.1 INVESTMENT OF MEMBER DEFERRAL ACCOUNTS. Each Member shall
designate, in accordance with the procedures established from time to time by
the Plan Administrator, the manner in which the amounts allocated to his or her
Member Deferral Account shall be deemed to be invested from among the Funds
selected by the Investment Committee. Such Member may designate one of such
Funds for the deemed investment of all such amounts allocated to his or her
Member Deferral Account or may split the deemed investment of such amounts
allocated to his or her Member Deferral Account among such Funds in 1%
increments. If a Member fails to make a proper designation, then his or her
Member Deferral Account shall be deemed to be invested in the JP Morgan
Diversified Fund. Notwithstanding anything herein to the contrary, if the
Company does not establish a Trust such Funds shall be considered phantom funds.

                  A Member may change his or her deemed investment selections
for future deferrals to be allocated to his or her Member Deferral Account, at
any time, in a minimum increment of 1%.

                  A Member may elect to convert his or her deemed investment
selections with respect to the amounts already allocated to his or her Member
Deferral Account, at any time, in a minimum increment of 1%.

         4.2 INVESTMENT OF EMPLOYER MATCHING CONTRIBUTION ACCOUNT. Each Member
may direct that all or a part of his or her vested Employer Matching
Contribution Account consisting of full shares of common stock of the Company be
liquidated and the proceeds invested among the Funds selected by the Investment
Committee upon meeting one of the following criteria:

                  (a) The Member's attaining age 55;

                  (b) With respect to contributions to the Member's Employer
         Matching Contribution Account, on or after the January 1 following the
         first year anniversary of the date on which such contributions are
         contributed to the Member's Employer Matching Contribution Account.



                                      IV-1
<PAGE>

                                       V.

                        DETERMINATION OF VESTED INTEREST

                  Except as provided below, a Member shall have a 100% vested
interest in his or her Member Deferral Account at all times. A Member's Employer
Matching Contribution Account shall vest under the same schedule as provided in
the Savings Plan.



                                      V-1
<PAGE>

                                       VI.

                            IN-SERVICE DISTRIBUTIONS

         6.1 RESTRICTIONS ON IN-SERVICE DISTRIBUTIONS AND LOANS. Except as
provided in Section 6.2, 6.3 and 6.4, Members shall not be permitted to make
withdrawals from the Plan prior to incurring a Termination of Employment.
Members shall not, at any time, be permitted to borrow from the Trust Fund.
Following Termination of Employment, the amounts credited to a Member's Accounts
shall be payable to such Member in accordance with the provisions of Article
VII.

         6.2 EMERGENCY BENEFIT. In the event that the CEO, upon written petition
of a Member, determines in his sole discretion that such Member has suffered an
Unforeseeable Financial Emergency, such Member shall be entitled to a
distribution in an amount not to exceed the lesser of (a) the amount determined
by the CEO as necessary to meet such Member's needs created by the Unforeseeable
Financial Emergency or (b) the then value of such Member's Interest in his or
her Accounts. Such benefit shall be paid in a single lump sum payment as soon as
administratively practicable after the CEO has made his determinations with
respect to the availability and amount of such benefit and shall be distributed
pro rata from each Fund in which such Accounts are deemed to be invested.

         6.3 DISTRIBUTION WITH FUTURE DATE WITHDRAWAL. In the case of a Member
who has elected a Future Date Withdrawal for a distribution while still in the
employ of the Employer, such Member shall receive his or her Amount as shall
have been elected by the Member to be subject to the Future Date Withdrawal in
accordance with Section 1.1(14) of the Plan. A Member's Future Date Withdrawal
with respect to amounts of Pay and Matching Contributions can be no earlier than
two years from the last day of the Plan Year for which the deferrals of Pay and
Matching Contributions are made. A Member may extend the Future Date Withdrawal
for any Plan Year, provided such extension occurs at least one year before the
Future Date Withdrawal and is for a period of not less than two years from the
Future Date Withdrawal. The Member shall have the right to twice modify any
Future Date Withdrawal. In the event a Member terminates employment with the
Employer prior to a Future Date Withdrawal the portion of the Member's Account
associated with Future Date Withdrawals which have not occurred prior to such
termination shall be distributed to the Member, or in the event of termination
because of death, to the Member's Beneficiary in a lump sum provided, however,
that such Member has not already elected to receive his or her benefit in
installments.

         6.4 EARLY DISTRIBUTIONS.

                  A Member shall be permitted to elect an Early Distribution
from his or her Account prior to the Payment Date, subject to the following
restrictions:

                  (a) The election to take an Early Distribution shall be made
         by filing a form provided by and filed with the Plan Administrator
         prior to the end of any calendar month.

                  (b) The amount of the Early Distribution shall be an amount
         not to exceed 90% of his or her Account balance.



                                      VI-1
<PAGE>

                  (c) The amount described in subsection (b) above shall be paid
         in a single cash lump sum as soon as practicable after the end of the
         calendar month in which the Early Distribution election is made.

                  (d) If a Member receives an Early Distribution of 90% of his
         or her Account, the remaining balance of his or her Account shall be
         permanently forfeited and the Company shall have no obligation to the
         Member or his or her Beneficiary with respect to such forfeited amount.

                  (e) If a Member receives an Early Distribution of less than
         90% of his or her vested Account balance, the Member will forfeit an
         amount equal to 10% of the Early Distribution and will be ineligible to
         participate in the Plan for the remainder of the Plan Year and the
         following Plan Year.



                                      VI-2
<PAGE>

                                      VII.

                              TERMINATION BENEFITS

         7.1 AMOUNT OF BENEFIT. Upon a Member's Termination of Employment, the
Member, or, in the event of the death of the Member while employed by the
Employer or an Affiliate, the Member's designated Beneficiary, shall be entitled
to a benefit equal in value to the balance in his or her Accounts as of the date
the payment of such benefit is to commence pursuant to Section 7.2.

         7.2 TIME OF PAYMENT. Payment of a Member's benefit under Section 7.1
shall be made or commence, with respect to such Member's Accounts as soon as
administratively practicable after the date the Member incurs a Termination of
Employment. A Member's benefit shall not, however, be made or commence prior to
the date that all Member Deferrals and Matching Contribution made pursuant to
the Plan have been allocated to such Member's Accounts.

         7.3 ALTERNATIVE FORMS OF BENEFIT PAYMENTS.

                  (a) A Member's benefit under Section 7.1 or Section 7.5 shall
         be paid, with respect to such Member's Accounts in one of the following
         forms, provided, however, that the Member has elected such option at
         least one year before the Member terminates employment with the
         Employer:

                           (i) A single lump sum payment; or

                           (ii) Ten annual installment payments and, in the
         event of such Member's death prior to the receipt of all of the elected
         installment payments, the remaining installments shall be paid to such
         Member's designated Beneficiary as provided in Section 7.4. The amount
         of each annual installment shall be computed by dividing the interest
         in the unpaid balance in the Member's Accounts as of the date of
         payment of such annual installment by the number of annual installments
         remaining.

                  (b) With respect to any portion of a Member's benefit for
         which no form of payment election is in effect, such amount shall be
         paid in the form of a single lump sum payment to such Member or, in the
         event of such Member's death prior to his or her receipt of such
         payment, to his or her designated Beneficiary as provided in Section
         7.4; provided, however, that the Plan Administrator may, in its sole
         discretion, elect to make such benefit payment in any other available
         form. If a Member dies prior to the date the payment of his or her
         benefit begins and if no form of payment election is in effect for any
         portion of such Member's benefit, such amount shall be paid to the
         Member's designated Beneficiary in the form described in the preceding
         sentence. If a Member dies prior to the date the payment of his or her
         benefit begins with a form of payment election in effect, then benefit
         payments shall be made to the Member's designated Beneficiary in the
         form elected by the Member.



                                     VII-1
<PAGE>

                  (c) A Member may modify the form of benefit that he or she has
         previously elected provided that such modification occurs at least one
         year before the Member terminates employment with the Employer.

                  (d) In the case of a Member who terminates employment for any
         reason and has an Account balance of $25,000 or less, the Account
         balance shall be paid to the Member (and in the event of his or her
         death to his or her Beneficiary) in a lump sum upon Termination of
         Employment.

         7.4 DESIGNATION OF BENEFICIARIES.

                  (a) Each Member shall have the right to designate the
         Beneficiary or Beneficiaries to receive payment of his or her benefit
         in the event of the Member's death. Each such designation shall be made
         by executing the beneficiary designation form prescribed by the Plan
         Administrator and filing same with the Plan Administrator. Any such
         designation may be changed at any time by execution of a new
         designation in accordance with this Section.

                  (b) If no such designation is on file with the Plan
         Administrator at the time of the death of the Member or such
         designation is not effective for any reason as determined by the Plan
         Administrator, then the designated Beneficiary or Beneficiaries to
         receive such benefit shall be as follows:

                           (i) If a Member leaves a surviving spouse, the
         benefit shall be paid to such surviving spouse;

                           (ii) If a Member leaves no surviving spouse, the
         benefit shall be paid to such Member's executor or administrator, or to
         the Member's heirs at law if there is no administration of such
         Member's estate.

         7.5 PAYMENT OF BENEFITS. To the extent the Trust Fund has sufficient
assets, the Trustee shall pay benefits to the Company who will in-turn pay the
benefits to the Members or their Beneficiaries, except to the extent the
Employer pays the benefits directly and provides adequate evidence of such
payment to the Trustee. To the extent the Trustee does not or cannot pay
benefits out of the Trust Fund, the benefits shall be paid by the Employer. Any
benefit payments made to a Member or for the Member's benefit pursuant to any
provision of the Plan shall be debited to such Member's Accounts. All benefit
payments shall be made in cash to the fullest extent practicable.

         7.6 UNCLAIMED BENEFITS. In the case of a benefit payable on behalf of a
Member, if the Plan Administrator is unable, after reasonable efforts, to locate
the Member or Beneficiary to whom such benefit is payable, upon the Plan
Administrator's determination thereof, such benefit shall be forfeited to the
Employer. Notwithstanding the foregoing, if subsequent to any such forfeiture
the Member or Beneficiary to whom such benefit is payable makes a valid claim
for such benefit, such forfeited benefit (without any adjustment for earnings or
loss) shall be restored to the Plan by the Employer and paid in accordance with
the Plan.



                                     VII-2
<PAGE>

                                      VIII.

                           ADMINISTRATION OF THE PLAN

         8.1 APPOINTMENT OF PLAN ADMINISTRATOR. The general administration of
the Plan shall be vested in the Plan Administrator.

         8.2 RECORDS AND PROCEDURES. The Plan Administrator shall keep
appropriate records of its proceedings and the administration of the Plan and
shall make available for examination during business hours to any Member or
Beneficiary such records as pertain to that individual's interest in the Plan.
The Plan Administrator shall designate the person or persons who shall be
authorized to sign for the Plan Administrator and, upon such designation, the
signature of such person or persons shall bind the Plan Administrator.

         8.3 SELF-INTEREST OF PLAN ADMINISTRATOR. No delegate of the Plan
Administrator shall have any right to vote or decide upon any matter relating
solely to himself under the Plan or to vote in any case in which his or her
individual right to claim any benefit under the Plan is particularly involved.
In any case in which a delegate of the Plan Administrator is so disqualified to
act, the Plan Administrator shall decide the matter in which he or she is
disqualified.

         8.4 COMPENSATION AND BONDING. The Plan Administrator shall not receive
compensation with respect to its services as Plan Administrator.

         8.5 PLAN ADMINISTRATOR POWERS AND DUTIES. The Plan Administrator shall
supervise the administration and enforcement of the Plan according to the terms
and provisions hereof and shall have all powers necessary to accomplish these
purposes, including, but not by way of limitation, the right, power, and
authority:

                  (a) To make rules, regulations, and bylaws for the
         administration of the Plan that are not inconsistent with the terms and
         provisions hereof, and to enforce the terms of the Plan and the rules
         and regulations promulgated thereunder by the Plan Administrator;

                  (b) To construe in its discretion all terms, provisions,
         conditions, and limitations of the Plan;

                  (c) To correct any defect or to supply any omission or to
         reconcile any inconsistency that may appear in the Plan in such manner
         and to such extent as it shall deem in its discretion expedient to
         effectuate the purposes of the Plan;

                  (d) To employ and compensate such accountants, attorneys,
         investment advisors, and other agents, employees, and independent
         contractors as the Plan Administrator may deem necessary or advisable
         for the proper and efficient administration of the Plan;

                  (e) To determine in its discretion all questions relating to
         eligibility;

                  (f) To determine whether and when a Member has incurred a
         Termination of Employment, and the reason for such termination;



                                     VIII-1
<PAGE>

                  (g) To make a determination in its discretion as to the right
         of any person to a benefit under the Plan and to prescribe procedures
         to be followed by distributees in obtaining benefits hereunder;

                  (h) To receive and review reports from the Trustee as to the
         financial condition of the Trust Fund, including its receipts and
         disbursements; and

                  (i) To establish or designate Funds as deemed investment
         options as provided in Article IV.

         8.6 CLAIMS REVIEW. In any case in which a claim for Plan benefits of a
Member or Beneficiary is denied or modified, the Plan Administrator shall
furnish written notice to the claimant within 90 days (or within 180 days if
additional information requested by the Plan Administrator necessitates an
extension of the 90-day period), which notice shall:

                  (a) State the specific reason or reasons for the denial or
         modification;

                  (b) Provide specific reference to pertinent Plan provisions on
         which the denial or modification is based;

                  (c) Provide a description of any additional material or
         information necessary for the Member, his or her Beneficiary, or
         representative to perfect the claim and an explanation of why such
         material or information is necessary; and

                  (d) Explain the Plan's claim review procedure as contained
         herein.

In the event a claim for Plan benefits is denied or modified, if the Member, the
Member's Beneficiary, or a representative of such Member or Beneficiary desires
to have such denial or modification reviewed, the Member must, within 60 days
following receipt of the notice of such denial or modification, submit a written
request for review by the Plan Administrator of its initial decision. In
connection with such request, the Member, the Beneficiary, or the representative
of such Member or Beneficiary may review any pertinent documents upon which such
denial or modification was based and may submit issues and comments in writing
Within 60 days following such request for review the Plan Administrator shall,
after providing a full and fair review, render its final decision in writing to
the Member, the Beneficiary or the representative of such Member or Beneficiary
stating specific reasons for such decision and making specific references to
pertinent Plan provisions upon which the decision is based. If special
circumstances require an extension of such 60-day period, the Plan
Administrator's decision shall be rendered as soon as possible, but not later
than 120 days after receipt of the request for review. If an extension of time
for review is required, written notice of the extension shall be furnished to
the Member, Beneficiary, or the representative of such Member or Beneficiary
prior to the commencement of the extension period.

         8.7 EMPLOYER TO SUPPLY INFORMATION. The Employer shall supply full and
timely information to the Plan Administrator, including, but not limited to,
information relating to each Member's Pay, Ineligible Savings Plan Compensation,
age, retirement, death, or other cause of Termination of Employment and such
other pertinent facts as the Plan Administrator may require. The Employer shall
advise the Trustee of such of the foregoing facts as are deemed



                                     VIII-2
<PAGE>

necessary for the Trustee to carry out the Trustee's duties under the Plan and
the Trust Agreement. When making a determination in connection with the Plan,
the Plan Administrator shall be entitled to rely upon the aforesaid information
furnished by the Employer.

         8.8 INDEMNITY. To the extent permitted by applicable law, the Company
shall indemnify and save harmless each individual acting as the Plan
Administrator against any and all expenses, liabilities and claims (including
legal fees incurred to investigate or defend against such liabilities and
claims) arising out of their discharge in good faith of responsibilities under
or incident to the Plan. Expenses and liabilities arising out of willful
misconduct shall not be covered under his or her indemnity. This indemnity shall
not preclude such further indemnities as may be available under insurance
purchased by the Company or provided by the Company under any bylaw, agreement,
vote of stockholders or disinterested directors or otherwise, as such
indemnities are permitted under applicable law.



                                     VIII-3
<PAGE>

                                       IX.

                             ADMINISTRATION OF FUNDS

         9.1 PAYMENT OF EXPENSES. All expenses incident to the administration of
the Plan and Trust, including but not limited to, legal, accounting, Trustee
fees, and expenses of the Plan Administrator, may be paid by the Employer and,
if not paid by the Employer, shall be paid by the Trustee from the Trust Fund,
if any.

         9.2 TRUST FUND PROPERTY. All income, profits, recoveries,
contributions, forfeitures and any and all moneys, securities and properties of
any kind at any time received or held by the Trustee, if any, shall be held for
investment purposes as a commingled Trust Fund pursuant to the terms of the
Trust Agreement. The Plan Administrator shall maintain one or more Accounts in
the name of each Member, but the maintenance of an Account designated as the
Account of a Member shall not mean that such Member shall have a greater or
lesser interest than that due him by operation of the Plan and shall not be
considered as segregating any funds or property from any other funds or property
contained in the commingled fund. No Member shall have any title to any specific
asset in the Trust Fund, if any.



                                      IX-1
<PAGE>

                                       X.

                               NATURE OF THE PLAN

                  The Employer intends and desires by the adoption of the Plan
to recognize the value to the Employer of the past and present services of
employees covered by the Plan and to encourage and assure their continued
service with the Employer by making more adequate provision for their future
retirement security. The establishment of the Plan is, in part, made necessary
by certain benefit limitations which are imposed on the Savings Plan by the
Code. The Plan is intended to constitute an unfunded, unsecured plan of deferred
compensation for a select group of management or highly compensated employees of
the Employer. Plan benefits herein provided are a contractual obligation of the
Employer which shall be paid out of the Employer's general assets. Nevertheless,
subject to the terms hereof and of the Trust Agreement, the Employer may
transfer money or other property to the Trustee to provide Plan benefits
hereunder, and the Trustee shall pay Plan benefits to Members and their
Beneficiaries out of the Trust Fund. To the extent the Employer transfers assets
to the Trustee pursuant to the Trust Agreement, the Plan Administrator may, but
need not, establish procedures for the Trustee to invest the Trust Fund in
accordance with each Member's designated deemed investments pursuant to Article
IV respecting the portion of the Trust Fund assets equal to such Member's
Accounts.

                  The Directors, in their sole discretion, may establish the
Trust and direct the Employer to enter into the Trust Agreement. In such event,
the Employer shall remain the owner of all assets in the Trust Fund and the
assets shall be subject to the claims of the Employer's creditors if the
Employer ever becomes insolvent. For purposes hereof, the Employer shall be
considered "insolvent" if (a) the Employer is unable to pay its debts as they
become due or (b) the Employer is subject to a pending proceeding as a debtor
under the United Sates Bankruptcy Code (or any successor federal statute). The
chief executive officer of the Employer and its board of directors shall have
the duty to inform the Trustee in writing if the Employer becomes insolvent.
Such notice given under the preceding sentence by any party shall satisfy all of
the parties' duty to give notice. When so informed, the Trustee shall suspend
payments to the Members and hold the assets for the benefit of the Employer's
general creditors. If the Employer subsequently alleges that it is no longer
insolvent or if the Trustee receives a written allegation from a third party
that the Employer is insolvent, the Trustee shall suspend payments to the
Members and hold the Trust Fund for the benefit of the Employer's general
creditors, and shall determine in accordance with the Trust Agreement whether
the Employer is insolvent. If the Trustee determines that the Employer is not
insolvent, the Trustee shall resume payments to the Members. No Member or
Beneficiary shall have any preferred claim to, or any beneficial ownership
interest in, any assets of the Trust Fund, and, upon commencement of
participation in the Plan, each Member shall have agreed to waive his or her
priority credit position, if any, under applicable state law with respect to the
assets of the Trust Fund.



                                      X-1
<PAGE>

                                       XI.

                                  MISCELLANEOUS

         11.1 NOT CONTRACT OF EMPLOYMENT. The adoption and maintenance of the
Plan shall not be deemed to be a contract between the Employer and any person or
to be consideration for the employment of any person. Nothing herein contained
shall be deemed to (a) give any person the right to be retained in the employ of
the Employer, (b) restrict the right of the Employer to discharge any person at
any time, (c) give the Employer the right to require any person to remain in the
employ of the Employer, or (d) restrict any person's right to terminate his or
her employment at any time.

         11.2 ALIENATION OF INTEREST FORBIDDEN. The interest of a Member or
Beneficiary or Beneficiaries hereunder may not be sold, transferred, assigned,
or encumbered in any manner, either voluntarily or involuntarily, and any
attempt so to anticipate, alienate, sell, transfer, assign, pledge, encumber, or
charge the same shall be null and void; neither shall the benefits hereunder be
liable for or subject to the debts, contracts, liabilities, engagements or torts
of any person to whom such benefits or funds are payable, nor shall they be an
asset in bankruptcy or subject to garnishment, attachment or other legal or
equitable proceedings.

         11.3 WITHHOLDING. All Member Deferrals, Matching Contributions, and
payments provided for hereunder shall be subject to applicable withholding and
other deductions as shall be required of the Employer under any applicable
local, state or federal law.

         11.4 AMENDMENT AND TERMINATION. The Compensation Committee may from
time to time, in their discretion, amend, in whole or in part, any or all of the
provisions of the Plan on behalf of the Company and all Employers; provided,
however, that (a) no amendment may be made that would impair the rights of a
Member with respect to amounts already allocated to his or her Accounts, (b) any
amendment necessary to bring the Plan into compliance with applicable laws,
rules, and regulations in effect from time to time, whether or not retroactive,
may also be made by the Plan Administrator (including any delegate thereof), (c)
any amendment necessary to approve the adoption of the Plan by an entity
acquired by the Company or an Affiliate or to terminate the participation in the
Plan by an entity divested or consolidated by the Company or an Affiliate may
also be made by the Plan Administrator (including any delegate thereof), and (d)
any other amendment to the Plan may also be made by the Company's Administrative
Committee for Employee Benefit Plans or Investment Committee appointed by the
Directors with respect to the employee benefit plans of the Company and its
Affiliates. The Directors may terminate the Plan at any time. In the event that
the Plan is terminated, the balance in a Member's Accounts shall be paid to such
Member or his or her Beneficiary in the manner specified by the Plan
Administrator, which may include the payment of a single lump sum payment in
full satisfaction of all of such Member's or Beneficiary's benefits hereunder.

         11.5 SEVERABILITY. If any provision of this Plan shall be held illegal
or invalid for any reason, said illegality or invalidity shall not affect the
remaining provisions hereof; instead, each provision shall be fully severable
and the Plan shall be construed and enforced as if said illegal or invalid
provision had never been included herein.



                                      XI-1
<PAGE>

         11.6 GOVERNING LAWS. All provisions of the Plan shall be construed in
accordance with the laws of Texas except to the extent preempted by federal law.



                                      XI-2
<PAGE>

                  EXECUTED this 21st day of November, 2001, but effective as
herein provided.

                                       PENNZOIL-QUAKER STATE COMPANY



                                       BY: /s/ RAYMOND T. FISCHER
                                          --------------------------------------

ATTEST:



/s/ LINDA F. CONDIT
----------------------------------
SECRETARY

[SEAL]