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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                   FORM 10-K/A
                                 AMENDMENT NO. 1

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

     FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001 COMMISSION FILE NO. 1-14501

                          PENNZOIL-QUAKER STATE COMPANY
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                     DELAWARE                                    76-0200625
         (STATE OR OTHER JURISDICTION OF                      (I.R.S. EMPLOYER
          INCORPORATION OR ORGANIZATION)                    IDENTIFICATION NO.)

          PENNZOIL PLACE, P.O. BOX 2967
                  HOUSTON, TEXAS                                 77252-2967
     (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                    (ZIP CODE)

       Registrant's telephone number, including area code: (713) 546-4000

           Securities registered pursuant to Section 12(b) of the Act:

                                                   NAME OF EACH EXCHANGE
          TITLE OF EACH CLASS                        ON WHICH REGISTERED
---------------------------------------           -------------------------
Common Stock, par value $0.10 per share           New York Stock Exchange
                                                  Pacific Exchange

Rights to Purchase Preferred Stock                New York Stock Exchange
                                                  Pacific Exchange


        Securities registered pursuant to Section 12(g) of the Act: None

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

    Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes    X      No
                                             -------      -------

    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
          ------

    Aggregate market value of the voting stock held by non-affiliates of the
registrant: $1,717,626,601 as of March 31, 2002.

    Number of shares outstanding of each class of the registrant's classes of
common stock, as of the latest practicable date, March 31, 2002: Common Stock,
par value $0.10 per share: 80,001,239.

    The purpose of this amendment is to add Part III, Items 10, 11, 12 and 13 of
this Form 10-K/A. The Company is including this information as part of this
amended 10-K/A as the Company will not be filing a definitive proxy statement
within 120 days after the end of the fiscal year ended December 31, 2001. All
other information from the original 10-K filed on March 13, 2002 is incorporated
herein by reference.

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                                TABLE OF CONTENTS



ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT..................1
ITEM 11.   EXECUTIVE COMPENSATION..............................................4
ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.....13
ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.....................15




                                      -i-

<PAGE>

                                    PART III


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

      The following summaries set forth information concerning the nine
directors of Pennzoil-Quaker State, including each director's age, position with
Pennzoil-Quaker State, if any, and business experience during the past five
years.

                        Name, age and business experience

       H. JOHN GREENIAUS has been President of G-Force LLC since 1998. He was
       Chairman and Chief Executive Officer of Nabisco, Inc. from 1993 to 1997.
       He has served as a director of Pennzoil-Quaker State since July 2000 and
       is a member of the Audit and Compensation Committees of the board. Mr.
       Greeniaus is also a director of Interpublic Group of Companies, Inc. and
       PRIMEDIA Inc. He is 57 years of age and lives in Morristown, New Jersey.
       His current term as a director of Pennzoil-Quaker State expires in 2004.

       FORREST R. HASELTON served as President-Retail of the Sears Merchandise
       Group, a division of Sears Roebuck and Company, until his retirement in
       1993. He has served as a director of Pennzoil-Quaker State since December
       1998 and is Chairman of the Compensation Committee of the board. Mr.
       Haselton is 63 years of age and lives in Vero Beach, Florida. His current
       term as a director of Pennzoil-Quaker State expires in 2002.

       BERDON LAWRENCE was named Chairman of the Board of Kirby Corporation, an
       operator of tank barges and tow boats, in October 1999. Prior to that
       time, he was President of Hollywood Marine, Inc. for more than the past
       five years. He has served as a director of Pennzoil-Quaker State since
       December 1998 and is Chairman of the Nominating and Governance Committee
       and a member of the Executive Committee of the board. Mr. Lawrence is 59
       years of age and lives in Houston. His current term as a director of
       Pennzoil-Quaker State expires in 2002.

       JAMES L. PATE was named Chairman of the Board of Pennzoil-Quaker State in
       December 1998 and was Chief Executive Officer from December 1998 to June
       2000. He retired as an employee of Pennzoil-Quaker State in December
       2000. Mr. Pate served as Chairman of the Board of Pennzoil Company
       (renamed PennzEnergy Company) from 1994 to 1999, was Chief Executive
       Officer from 1990 to 1998 and was President from 1990 until 1997. Mr.
       Pate has served as a director of Pennzoil-Quaker State since December
       1998 and is Chairman of the Executive Committee and a member of the
       Nominating and Governance Committee of the board. Mr. Pate is also a
       director of Bowater Incorporated and Crown Cork & Seal Company, Inc. He
       is 66 years of age and lives in Houston. His current term as a director
       of Pennzoil-Quaker State expires in 2003.

       JAMES J. POSTL was named Chief Executive Officer of Pennzoil-Quaker State
       in June 2000 and has served as President since December 1998. He served
       as President of Pennzoil Products Company from October 1998 to December
       1998, President of Nabisco Biscuit Company from 1995 to early 1998 and
       President of Nabisco International from 1994 to 1995. Prior to that time,
       he held various management positions with PepsiCo, Inc. and Procter &
       Gamble Company. Mr. Postl has served as a director of Pennzoil-Quaker
       State since December 1998 and is a member of the Executive Committee of
       the board. Mr. Postl is also a director of PanAmerican Beverages, Inc. He
       is 56 years of age and lives in Houston. His current term as a director
       of Pennzoil-Quaker State expires in 2004.

       TERRY L. SAVAGE is the founder and has been president of Terry Savage
       Productions, Ltd. and a syndicated columnist, speaker and author on
       personal finances for more than the past five years. She has served as a
       director of Pennzoil-Quaker State since March 2000 and is a member of the
       Compensation Committee of the board. Ms. Savage is also a director of
       McDonald's Corporation. She is 57 years of age and lives in Chicago,
       Illinois. Her current term as a director of Pennzoil-Quaker State expires
       in 2004.

       BRENT SCOWCROFT is President of the Scowcroft Group, Inc., an
       international business consulting firm. He is also the President of the
       Forum for International Policy, a non-profit organization that provides
       independent perspectives on major foreign policy issues. General
       Scowcroft served as Assistant to the President for



<PAGE>

       National Security Affairs under former Presidents Ford and Bush. A
       retired U.S. Air Force lieutenant general, he also served in numerous
       other national security posts in the Pentagon and the White House. He has
       been a director of Pennzoil-Quaker State since 1999 and is a member of
       the Nominating and Governance Committee. General Scowcroft is also a
       director of QUALCOMM Incorporated. He is 77 years of age and lives in
       Bethesda, Maryland. His current term as a director of Pennzoil-Quaker
       State expires in 2002.

       GERALD B. SMITH has been Chairman and Chief Executive Officer of Smith,
       Graham & Company, a fixed income investment management firm, for more
       than the past five years. He has served as a director of Pennzoil-Quaker
       State since December 1998 and is a member of the Audit Committee and
       Executive Committee of the board. He is a member of the management board
       of Rorento N.V. and a director of Charles Schwab Family of Funds and
       Cooper Industries, Inc. He is 51 years of age and lives in Houston. His
       current term as a director of Pennzoil-Quaker State expires in 2003.

       LORNE R. WAXLAX served as Executive Vice President of the Gillette
       Company until his retirement in 1993. He has served as a director of
       Pennzoil-Quaker State since December 1998 and is Chairman of the Audit
       Committee of the board. Mr. Waxlax is also a director of BJ's Wholesale
       Club, Inc., Clean Harbors, Inc., Hon Industries, Inc. and House2Home,
       Inc. He is 68 years of age and lives in Vero Beach, Florida. His current
       term as a director of Pennzoil-Quaker State expires in 2003.

       BOARD ORGANIZATION AND MEETINGS -- The members of the Audit Committee,
the Compensation Committee and the Nominating and Governance Committee of the
board of directors, all of whom are identified in the above summaries, are not
employees of Pennzoil-Quaker State. The Audit Committee recommends the
appointment of independent public accountants to conduct audits of
Pennzoil-Quaker State's financial statements, reviews with the independent
accountants the plan and results of the auditing engagement, approves other
professional services provided by the independent accountants and evaluates the
independence of the accountants. The Audit Committee also reviews the scope and
results of procedures for internal auditing of Pennzoil-Quaker State and the
adequacy of Pennzoil-Quaker State's system of internal accounting controls. The
Compensation Committee approves, or in some cases recommends to the board,
remuneration arrangements and compensation plans involving Pennzoil-Quaker
State's directors, executive officers and certain other employees whose
compensation exceeds specified levels. The Compensation Committee also acts on
the granting of stock options and restricted stock units under Pennzoil-Quaker
State's stock option plans and restricted stock award programs. The Nominating
and Governance Committee recommends to the board candidates for election to the
board of directors, assignments to the board committees and corporate governance
guidelines.

      During 2001, the board of directors held six meetings. During 2001, the
Audit Committee met three times in addition to the reviews of Pennzoil-Quaker
State's quarterly financial statements, the Compensation Committee met five
times and the Nominating and Governance Committee met one time. During 2001, all
members of the board of directors attended at least 75% of the total of all
board meetings and applicable committee meetings.

      DIRECTOR REMUNERATION -- Each director, other than a regularly employed
officer of Pennzoil-Quaker State, receives a director's fee of $30,000 per annum
for service on the board of directors and a committee fee of $2,000 per
committee per annum for service on the Audit, Compensation, Executive, and
Nominating and Governance Committees. Each such director also receives an
additional fee of $1,000 for each board and committee meeting attended. Under
Pennzoil-Quaker State's Deferred Compensation Plan for Non-Employee Directors,
non-employee directors may defer a portion or all of their fees in an
interest-bearing account or a common stock account. Pursuant to Pennzoil-Quaker
State's 2001 Incentive Plan, each non-employee director received a nonqualified
stock option grant of 2,500 shares of common stock in May 2001, which vested
six months from the date of grant. During any calendar year, non-employee
directors may receive an option grant for up to 5,000 shares of common stock,
which has a 10-year term and is fully vested and exercisable six months after
the date of grant or earlier upon termination as a board member under certain
circumstances. All directors are reimbursed for their travel and other expenses
involved in attendance at board and committee meetings.


                                       2
<PAGE>


             SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires Pennzoil-Quaker State's directors, executive officers
and beneficial owners of 10% or more of the common stock to file with the
Securities and Exchange Commission (the "SEC") and the New York Stock Exchange
initial reports of ownership and reports of changes in ownership of common
stock. Based solely on a review of the copies of such reports furnished to
Pennzoil-Quaker State and written representations that no other reports were
required, Pennzoil-Quaker State believes that all such persons required to file
during 2001 complied on a timely basis with all applicable filing requirements
under Section 16(a) of the Exchange Act.






                                       3
<PAGE>

ITEM 11. EXECUTIVE COMPENSATION

      Set forth below is information regarding the compensation of
Pennzoil-Quaker State's Chief Executive Officer (the "CEO") and the other five
most highly compensated executive officers of Pennzoil-Quaker State (together
with the CEO, the "named officers").

      Summary Compensation Table. The summary compensation table set forth below
contains information regarding the compensation of each of the named officers
for services rendered in all capacities during 1999, 2000 and 2001.

                           SUMMARY COMPENSATION TABLE

<Table>
<Caption>

                                                                                LONG-TERM COMPENSATION
                                               ANNUAL COMPENSATION                       AWARDS           PAYOUTS
                                               -------------------              ----------------------    -------
                                                                                       SECURITIES
                                                                  OTHER                UNDERLYING                  ALL
                                                                  ANNUAL    RESTRICTED   OPTIONS/                 OTHER
NAME AND                                                          COMPEN-     STOCK        SARS         LTIP     COMPEN-
PRINCIPAL POSITION              YEAR       SALARY    BONUS(1)    SATION(2)   AWARDS(3)  (SHARES)(4)  PAYMENTS    SATION(5)
------------------              ----       ------    --------    ---------  ----------  ----------   --------    ---------
<S>                             <C>       <C>        <C>         <C>          <C>          <C>         <C>        <C>
James J. Postl                  2001      $737,700          0    $134,300    $424,900      175,000          0     $62,400
  President and Chief           2000       631,900   $262,500     885,200     363,700      203,500          0      25,800
  Executive Officer             1999       509,400    431,000      99,700     236,300      318,700          0       2,900
Douglas S. Boyle (6)            2001       266,500          0     102,200     103,000      105,000          0       1,400
  Group Vice President --       2000        --         --         --          --           --          --         --
  Automotive Products           1999        --         --         --          --           --          --         --
Robert A. Falivene (6)          2001       337,300          0      66,900     128,800       45,000          0      10,500
  Group Vice President --       2000       206,300     81,300      88,300     101,900       70,000          0       1,500
  Global Supply Chain           1999        --         --         --          --           --          --         --
Marc C. Graham                  2001       326,900          0      66,900     115,900       40,000          0      26,600
  Group Vice President --       2000       309,200     80,000     122,200     101,900       50,000          0       2,100
  Jiffy Lube                    1999       132,700    164,300     --          --            20,000          0         900
Thomas P. Kellagher             2001       338,200          0      63,600     128,800       45,000          0      27,800
  Group Vice President and      2000       292,300     75,000      50,600     101,900       50,000          0      16,600
  Chief Financial Officer       1999       223,800    125,900     --           51,900       38,500          0       1,300
James W. Shaddix (7)            2001       352,400          0      82,700     103,000       30,000          0   1,246,600
  General Counsel               2000       343,500     95,300      79,500     122,300       60,000          0      41,500
                                1999       327,200    227,200      84,300      95,400       31,600          0      26,100
</Table>
----------

(1)  A portion of the bonus shown for 1999 was paid in shares of common stock as
     follows: 17,315 shares for Mr. Postl, 6,176 shares for Mr. Graham, 3,884
     shares for Mr. Kellagher and 6,644 shares for Mr. Shaddix.

(2)  Amounts shown for 2001 include aircraft usage costs of $60,000 for Mr.
     Postl; a perquisite allowance of $59,400 for Messrs. Postl and Shaddix,
     $47,400 for Mr. Boyle, $45,200 for Mr. Falivene, $42,400 for Messrs. Graham
     and Kellagher; and excess medical coverage of $14,000 for Mr. Postl,
     $17,400 for Mr. Boyle and $20,900 for Messrs. Falivene, Graham, Kellagher
     and Shaddix. Amount shown for 2001 for Mr. Boyle also includes $29,400 in
     relocation costs. Amounts shown for 2000 include aircraft usage costs of
     $112,200 for Mr. Postl; a perquisite allowance of $59,400 for Messrs. Postl
     and Shaddix, $42,400 for Mr. Graham, and $30,500 for Mr. Kellagher; and
     excess medical coverage of $20,100 for Messrs. Graham, Kellagher and
     Shaddix, and $13,400 for Mr. Falivene. Amount shown for 2000 for Mr. Postl
     also includes $166,500 of deemed interest associated with a $1.8 million
     interest-free loan, which was received from Pennzoil-Quaker State and has
     been repaid, and $547,100 in relocation costs. Amount shown for 2000 for
     Mr. Graham also includes $59,700 in relocation costs. Amount shown for 2000
     for Mr. Falivene also includes a $50,000 sign-on bonus and $24,900 of
     reimbursement for lost compensation from his previous employer. Amounts
     shown for 1999 include aircraft usage charges of $40,300 for Mr. Postl; a
     perquisite allowance of $59,400 for


                                       4
<PAGE>

     Messrs. Postl and Shaddix; and excess medical coverage of $24,900 for Mr.
     Shaddix and $12,500 for Mr. Graham.

(3)  Amounts shown under Restricted Stock Awards are the aggregate market values
     on January 1 of the year indicated of shares of common stock underlying
     common stock units awarded on such date. Each common stock unit awarded in
     1999, 2000 and 2001 will be distributed in the form of a share of common
     stock at the end of a five-year period, provided certain conditions as to
     continued employment are met or as otherwise determined by the Compensation
     Committee in its discretion. In the interim, participants receive dividend
     equivalents on their common stock units as though they were shares of
     common stock. The aggregate common stock units held at the end of 2001 and
     their values were 84,720 units, $1,224,200 for Mr. Postl; 8,000 units,
     $115,600 for Mr. Boyle; 20,000 units, $289,000 for Mr. Falivene; 19,000
     units, $274,600 for Mr. Graham; 23,520 units, $339,900 for Mr. Kellagher;
     and 0 units, $0 for Mr. Shaddix. Such values are calculated by multiplying
     the closing stock price of the common stock on December 31, 2001 ($14.45)
     by the number of common stock units held at such date.

(4)  All options were granted in tandem with stock appreciation rights, but
     there is currently in effect a moratorium on the exercise of any such stock
     appreciation rights.

(5)  Amounts shown under All Other Compensation include (i) amounts contributed
     or accrued for 2001 under Pennzoil-Quaker State's Savings and Investment
     Plan and related supplemental agreements ($58,700 for Mr. Postl, $8,800 for
     Mr. Falivene; $25,000 for Mr. Graham; $26,000 for Mr. Kellagher and $31,200
     for Mr. Shaddix) and (ii) amounts paid by Pennzoil-Quaker State in 2001 for
     certain premiums on term life insurance ($3,700 for Mr. Postl, $1,400 for
     Mr. Boyle, $1,700 for Mr. Falivene, $1,600 for Mr. Graham, $1,800 for Mr.
     Kellagher and $1,800 for Mr. Shaddix.). Amount shown for 2001 for Mr.
     Shaddix includes $1,065,000 for a severance payment and $148,600 in lieu of
     continuing rights in conditional and restricted stock.

(6)  Mr. Falivene joined Pennzoil-Quaker State on May 1, 2000, and Mr. Boyle
     joined Pennzoil-Quaker State on February 26, 2001.

(7)  Mr. Shaddix was General Counsel until December 31, 2001, when he retired as
     an employee of Pennzoil-Quaker State.

                            OPTION/SAR GRANTS IN 2001

      Shown below is further information on grants of stock options during 2001
to the named officers reflected in the Summary Compensation Table.

<Table>
<Caption>
                                                                                                      GRANT DATE
                                                       INDIVIDUAL GRANTS                                VALUE
                                                       -----------------                              ----------
                                NUMBER OF
                                SECURITIES      PERCENT OF TOTAL
                                UNDERLYING        OPTIONS/SARS
                               OPTIONS/SARS        GRANTED TO         EXERCISE                        GRANT DATE
                             GRANTED IN 2001       EMPLOYEES         PRICE (PER       EXPIRATION        PRESENT
                               (SHARES)(1)          IN 2001           SHARE)(2)          DATE          VALUE (3)
                               -----------          -------           ---------          ----          ---------
<S>                            <C>                <C>                 <C>               <C>             <C>
James J. Postl..........          175,000             11.8%           $14.5950         5/4/2011         $930,300
Douglas S. Boyle........           65,000             4.4              13.8250         3/7/2011          327,300
                                   40,000             2.7              14.5950         5/4/2011          212,600
Robert A. Falivene......           45,000             3.0              14.5950         5/4/2011          239,200
Marc C. Graham..........           40,000             2.7              14.5950         5/4/2011          212,600
Thomas P. Kellagher.....           45,000             3.0              14.5950         5/4/2011          239,200
James W. Shaddix........           30,000             2.0              14.5950         1/2/2004          159,500
</Table>
--------------
(1)  The named officers were granted the above number of options to acquire
     common stock of Pennzoil-Quaker State on May 4, 2001, except for options
     relating to 65,000 shares of common stock granted to Mr. Boyle on

                                       5
<PAGE>

     March 7, 2001. All such options were granted in tandem with stock
     appreciation rights, but there is currently in effect a moratorium on the
     exercise of any such stock appreciation rights.

(2)  The option exercise prices ($13.825 and $14.595) are 100% of the mean of
     the high and low trading prices of the common stock on the New York Stock
     Exchange on the dates of grant (March 7, 2001 or May 4, 2001) and may be
     paid in cash or previously owned shares of common stock.

(3)  Based on the Black-Scholes option-pricing model adapted for use in valuing
     executive stock options. The actual value, if any, that may be realized
     will depend on the excess of the underlying stock price over the exercise
     price on the date the option is exercised, so that there is no assurance
     that the value realized will be at or near the value estimated by the
     Black-Scholes model. The estimated values under the model are based on the
     following assumptions: expected volatility based on a three-year volatility
     of Pennzoil Company and Quaker State Corporation month-end common stock
     prices (28.8%), a risk-free rate of return based on a 10-year zero-coupon
     U.S. Treasury rate at the time of grant (6.5%), the prior dividend yield on
     the Pennzoil Company and Quaker State Corporation common stock (2.29%), an
     option exercise period of 10 years (with the exercise occurring at the end
     of such period) and an adjustment for the risk of forfeiture over the
     three-year vesting period.

      Option Exercises and 2001 Year-End Option/SAR Holdings. Shown below is
information with respect to unexercised options to purchase common stock granted
in 2001 and prior years to the named officers and held by them at December 31,
2001. None of the named officers exercised options or tandem stock appreciation
rights in 2001.

                        YEAR-END 2001 OPTION/SAR HOLDINGS

<Table>
<Caption>
                                         NUMBER OF SECURITIES UNDERLYING              VALUE OF UNEXERCISED
                                           UNEXERCISED OPTIONS HELD AT              "IN-THE-MONEY" OPTIONS AT
                                               DECEMBER 31, 2001                       DECEMBER 31, 2001(1)
                                       ---------------------------------        ------------------------------
                                       EXERCISABLE       UNEXERCISABLE (2)      EXERCISABLE       UNEXERCISABLE
                                       -----------       -----------------      -----------       -------------
<S>                                  <C>                 <C>                    <C>               <C>
James J. Postl...................         280,323              416,912             $350,700            $701,300
Douglas S. Boyle.................               0              105,000                    0              40,600
Robert A. Falivene...............          23,333               91,667               88,500             177,000
Marc C. Graham...................          29,999               80,001               92,400             184,800
Thomas P. Kellagher..............          42,332               91,168               92,400             184,800
James W. Shaddix.................         144,806                    0              221,700                   0
</Table>
---------------

(1)  The excess, if any, of the market value of common stock at December 31,
     2001 ($14.45) over the option exercise price.

(2)  All of these options become immediately exercisable upon a change in
     control of Pennzoil-Quaker State.


                                       6
<PAGE>


      Long-Term Incentive Awards. Shown below is information with respect to
awards in 2001 under Pennzoil-Quaker State's long-term incentive arrangements.

             LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR

<Table>
<Caption>


                                                    PERFORMANCE OR              ESTIMATED FUTURE PAYOUTS UNDER
                                                     OTHER PERIOD                NONSTOCK PRICE-BASED PLANS (1)
                                                   UNTIL MATURATION         ----------------------------------------
                                                       OR PAYOUT             THRESHOLD       TARGET         MAXIMUM
                                                   ----------------          ---------      --------      ----------
<S>                                                <C>                       <C>            <C>           <C>
James J. Postl..............................            3 years               $215,600      $847,000      $2,541,000
Douglas S. Boyle............................            3 years                 49,500       198,000         594,000
Robert A. Falivene..........................            3 years                 51,800       207,000         621,000
Marc C. Graham..............................            3 years                 50,300       201,000         603,000
Thomas P. Kellagher.........................            3 years                 59,500       231,000         693,000
James W. Shaddix............................            3 years                      0             0               0

</Table>
---------------
(1)  Payout of the 2001 long-term incentive awards will be determined by
     comparing Pennzoil-Quaker State's total stockholder return to a selected
     group of 15 peer companies, designated at the time of grant. At the end of
     the performance period, Pennzoil-Quaker State and the peer companies will
     be ranked based on their total stockholder return. Maximum payout occurs if
     Pennzoil-Quaker State is ranked third or higher. Target payout is achieved
     if Pennzoil-Quaker State is ranked eighth. Threshold payout occurs if
     Pennzoil-Quaker State is ranked twelfth. Awards, calculated as a percentage
     of base salary, are paid (if earned) after the completion of the
     performance cycles.

      Retirement Plan and Supplemental Agreements. Pennzoil-Quaker State has a
tax-qualified retirement plan applicable generally to all employees. The
retirement plan provides for annual retirement benefits approximating between
1.1% and 1.6% of a calculated career average compensation multiplied by the
number of years of service. For purposes of the retirement plan, career average
compensation approximates the lesser of an employee's final five-year average
compensation and his or her 1997 annual compensation. The annual benefits under
the retirement plan are net of certain offsets based on social security benefits
and reflect limitations mandated by the Internal Revenue Code of 1986, as
amended ("Code"), on the maximum amounts payable. Pennzoil-Quaker State has
excess benefit agreements with Messrs. Postl, Boyle, Falivene, Graham and
Kellagher to supplement their benefits under the tax-qualified retirement plan
if, and to the extent, the aforesaid limitations on annual benefits and
compensation mandated by the Code reduce the retirement benefits otherwise
payable under such plan. In addition, Pennzoil-Quaker State has deferred
compensation agreements with Messrs. Pate and Postl. The deferred compensation
agreements are designed to bring total annual retirement benefits from all
sources, including social security and other benefits, to (i) 57% of annual
salary and target incentive bonus at retirement for Mr. Postl; and (ii) 57% of
annual salary, plus $9,666.67 per month, at retirement for Mr. Pate. Mr. Postl
would receive 100% of the benefits if termination occurs on or after age 62 and
either a full or a prorated portion prior to age 62 depending on the reason for
termination. In addition, the deferred compensation agreements provide for
continuation of medical expense reimbursement plan coverage for Messrs. Pate and
Postl and their spouses and dependents. Based on salaries as of December 31,
2001, estimated annual benefits payable upon retirement at normal retirement age
(65) from all sources would be $680,500 for Mr. Postl, $105,500 for Mr. Boyle,
$127,000 for Mr. Falivene, $92,400 for Mr. Graham and $119,700 for Mr.
Kellagher.

      Non-Qualified Savings and Investment Plan. Effective as of January 1,
2002, Pennzoil-Quaker State established a Non-Qualified Savings and Investment
Plan for certain eligible employees that generally permits participants to defer
up to 15% of their compensation to the plan and amounts that may not be
contributed to Pennzoil-Quaker State's tax-qualified Savings and Investment Plan
due to the Code's annual limit for Code

                                       7
<PAGE>

Section 401(k) contributions. Generally, Pennzoil-Quaker State will make
matching contributions on a portion of such deferred amounts to the extent a
matching contribution was not available under the Savings and Investment Plan
due to applicable Code limitations.

      Termination of Employment and Change-in-Control Arrangements.
Pennzoil-Quaker State maintains an Executive Severance Plan for the Chairman of
the Board, officers and certain other executives providing for severance
benefits upon a termination of employment within three years after a change in
control of Pennzoil-Quaker State (1) by Pennzoil-Quaker State for reasons other
than cause or (2) by the participant if his or her compensation and
responsibilities are materially affected without cure or, in the case of the
Chairman, upon a change in control. Such severance benefits generally include a
payment of up to three times a participant's annual salary and target incentive
bonus (or, in the case of the Chairman, three times his annual consulting fee),
outplacement services, and continuation of life insurance and medical coverage
for one year following termination of employment. Participants in the plan
include Messrs. Postl, Pate, Boyle, Falivene, Graham and Kellagher.

      Pennzoil-Quaker State has entered into severance agreements with selected
employees providing for benefits upon termination of employment (1) by
Pennzoil-Quaker State other than for cause or (2) by the employee due to a
material change in his or her position, compensation, responsibilities or duties
or work location. These employees include Messrs. Boyle, Falivene, Graham and
Kellagher. Severance benefits generally include payment of two times an
employee's annual salary and target incentive bonus to be paid over a three-year
term ("severance period"), with certain additional benefits continuing for the
severance period. Payments after one year would be subject to an offset based
upon personal service income received during years two and three of the
severance period. To the extent an employee subject to a severance agreement is
also covered by the Executive Severance Plan, he or she receives the greater
benefit under the plan or the agreement on a benefit-by-benefit basis.

      Pennzoil-Quaker State has entered into a retention agreement with Mr.
Postl that provides for certain benefits in the event of termination of Mr.
Postl's employment with Pennzoil-Quaker State prior to age 65. Pennzoil-Quaker
State has also entered into an agreement with Mr. Postl to provide consulting
services for a three-year period after his termination of employment. The
agreement provides for annual remuneration of $500,000 and company-related
travel expenses during this period, with office space, secretarial and other
assistance during this period and continuing thereafter. Pennzoil-Quaker State
has entered into a consulting agreement with Mr. Pate for his services during
the period ending on December 31, 2003.

      Pennzoil-Quaker State also has agreements with Messrs. Postl, Boyle,
Falivene, Graham and Kellagher that provide for the acceleration of benefits in
the event of the occurrence of a change in control of Pennzoil-Quaker State (as
defined in the agreements). The agreements provide that the covered persons will
receive, in the event of such a change in control but without regard to any
termination of employment, cash payments equal to the appreciated value of all
unvested, nonqualified stock options. The agreements also provide, in the event
of termination of employment of a covered employee within three years following
such a change in control for (a) cash payments generally equal to the unvested
amounts under Pennzoil-Quaker State's Savings and Investment Plan forfeitable on
the date of termination of employment and (b) continuation of life insurance and
medical expense coverage for one year. In the case of the termination of Mr.
Postl's employment within three years following such a change in control, in
addition to the foregoing, his agreement provides for a cash payment equal to
the discounted value of benefits otherwise payable under his deferred
compensation agreement referred to below based on an assumed continuation of
employment until age 65 and actuarially determined life expectancies. Mr. Pate's
deferred compensation agreement provides that upon a change in control of the
Pennzoil-Quaker State, he will receive a cash payment equal to the discounted
value of the benefits provided under the deferred compensation agreement.
Moreover, Pennzoil-Quaker State's excess benefit agreements with Messrs. Postl,
Boyle, Falivene, Graham and Kellagher provide that upon a change in control, the
estimated present value of the benefits provided under such agreements will be
paid in cash. With respect to the portion of the excess benefit agreements
transferred to the Non-Qualified Savings and Investment Plan, in which Messrs.
Postl, Boyle, Falivene, Graham and Kellagher are participants, for years prior
to the establishment of such plan, such benefits continue to be subject to the
change in control provisions under the excess benefit agreements.

      Upon a change in control, Pennzoil-Quaker State's long-term incentive
plans ("LTIPs") for the years 2000, 2001 and 2002 provide for an accelerated
payout of awards based on participants' annual salary rate as of the date of a
change in control and, (i) in the case of the 2000 LTIP, the percentage of
salary rate payout applicable under the


                                       8
<PAGE>

2000 LTIP determined as if the end of the performance period had occurred as of
the day before the announcement by Pennzoil-Quaker State of its intention to
engage in a merger, and, (ii) in the cases of the 2001 and 2002 LTIPs, their
target percentage of salary rate payout under the 2001 and 2002 LTIP, as
applicable.

      Also, upon a change in control, Pennzoil-Quaker State's Annual Incentive
Plan provides for accelerated payout of awards in an amount equal to 150% of
each participant's target bonus.

      Many of the company's executive compensation programs were established
before provisions of the Code imposed punitive taxes upon, in some cases,
virtually all of the payments or benefits that retiring or departing executive
officers receive from Pennzoil-Quaker State. If Pennzoil-Quaker State's
executive compensation arrangements were settled upon a change in control of
Pennzoil-Quaker State, such punitive excise taxes would be imposed in every
case. Pennzoil-Quaker State has designed its programs with a view to providing
these payments and benefits taking into account prevailing tax rates. The
imposition of substantial unanticipated taxes upon the employees is inconsistent
with that planning.

      To prevent benefits provided to Pennzoil-Quaker State's executive officers
under its various compensation arrangements from being unfairly reduced by
reason of excise taxes imposed on such benefits under the Code, the company has
entered into Tax Protection Agreements with all of Pennzoil-Quaker State's
executive officers. Such Tax Protection Agreements provide that, if there is a
change in control of Pennzoil-Quaker State and if any payment or distribution to
or for the benefit of an eligible executive employee would be subject to the
excise tax imposed by Section 4999 of the Code or any interest or penalties are
incurred by such employee with respect to such excise tax, such employee will be
entitled to receive an additional payment that, taking into account all taxes
imposed in the payment, would place the employee in the same position with
respect to taxes on Pennzoil-Quaker State's compensation or benefits had such
excise taxes not been imposed.

      In connection with his retirement as an employee of Pennzoil-Quaker State
as of December 31, 2001, the company entered into a separation agreement with
James W. Shaddix, the company's former general counsel, to provide certain
benefits (with such benefits provided in lieu of any prior separation agreement
benefits). Under the agreement, Mr. Shaddix's benefits include, among others, a
payment equal to three times his annual salary; payment for certain of his
outstanding conditional and restricted stock awards, and continuation of medical
benefits for Mr. Shaddix, his spouse and dependents. His outstanding stock
options, to the extent not vested, have been vested on a prorated basis, and his
vested options will be exercisable until January 2, 2004. Upon a change in
control of Pennzoil-Quaker State, the agreement provides for a payment equal to
the present value of Mr. Shaddix's outstanding separation benefits.

      Consulting Agreement with Mr. Pate. Pennzoil-Quaker State has entered into
a consulting agreement with Mr. Pate for his services for the period ending
December 31, 2003. The agreement provides for Mr. Pate's participation in the
Executive Severance Plan and for remuneration of $700,000 annually, office
space, secretarial and other assistance, and company-related travel expenses
during this period.

      Other Matters. In 1998, the board of directors formally adopted and
confirmed a policy relating to the use of Pennzoil-Quaker State's facilities. In
certain circumstances, the policy requires use by officers of Pennzoil-Quaker
State's facilities in order to increase the time available for performance of
Pennzoil-Quaker State's business and for reasons of security and other corporate
purposes. Under applicable federal income tax regulations, Pennzoil-Quaker State
imputes income to employees of Pennzoil-Quaker State for federal income tax
purposes with respect to their use of Pennzoil-Quaker State's facilities when
and to the extent required by the regulations. When the policies and procedures
adopted by the board have been duly observed, it is contemplated that
Pennzoil-Quaker State will protect employees against liability for any tax,
including penalties and interest, asserted by the Internal Revenue Service in an
amount exceeding the tax on the amount of income imputed by Pennzoil-Quaker
State as described above. To date, no amounts have been paid or requested to
reimburse employees for such a tax.

      COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION -- Members of
the Compensation Committee of the board are Mr. Greeniaus, Mr. Haselton and Ms.
Savage; all are non-employee directors.

      REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION -- The
Compensation Committee is responsible for oversight of the executive
compensation program of Pennzoil-Quaker State. Decisions are based on


                                       9
<PAGE>

the Compensation Committee's understanding of Pennzoil-Quaker State's business
and its goals as well as knowledge of the performance of Pennzoil-Quaker State
and contributions made by its executives. The Compensation Committee uses an
outside consultant, who provides guidance and information on competitive market
data and practices.

      2001 Compensation Philosophy. The Compensation Committee believes that
stockholders' best interests are served by managing Pennzoil-Quaker State with a
long-term perspective, while striving to produce consistently good annual
results. Therefore, Pennzoil-Quaker State's executive compensation program has
been designed to attract, motivate, and retain executive talent that will
produce superior results and strengthen Pennzoil-Quaker State's position as a
world-class consumer products company.

      Base salary, annual incentives, long-term incentives and executive
benefits are the four elements of compensation provided to Pennzoil-Quaker
State's executives. The Compensation Committee's philosophy is to place more
emphasis on variable performance-based incentive pay and less emphasis on base
salary because the primary compensation program objective is to reward
executives for maximizing long-term returns to stockholders. As a result,
Pennzoil-Quaker State's executive compensation program targets competitive
compensation levels that vary based on performance.

      Base Salary Program. Pennzoil-Quaker State's base salary program is based
on a philosophy of providing salaries that are equivalent to the market median
for companies of comparable size (as measured by revenues). In aggregate,
Pennzoil-Quaker State's executive salaries are consistent with this philosophy.
Base salary levels are also based on each individual employee's performance over
time and each individual's role. Consequently, employees with higher levels of
sustained performance over time and employees assuming greater responsibilities
are paid correspondingly higher salaries. Executive salaries are reviewed
annually based on a variety of factors, including individual performance,
company performance, general levels of market salary increases and
Pennzoil-Quaker State's overall financial results. Individual performance
assessment is subjective; the Compensation Committee considers earnings levels,
progress in implementing strategic initiatives and effectiveness in business
development efforts in establishing base salary increases for executives. No
specific performance formula or weighting of these or other factors is used in
determining base salary levels.

      Mr. Postl's salary as CEO of Pennzoil-Quaker State was increased from
$700,000 to $770,000, which is near the comparable company group median.

      Annual Incentive Plan. Pennzoil-Quaker State's annual incentive plan is
intended to (1) reward key employees based on company and business unit
performance, (2) motivate key employees and (3) provide appropriate cash
compensation opportunities to plan participants. Under the plan, target award
opportunities, which are based at the market 55th percentile, vary by individual
position and are expressed as a percent of base salary. The amount that a
particular executive may earn is directly dependent on the individual's
position, responsibility and ability to impact Pennzoil-Quaker State's financial
success.

      Pennzoil-Quaker State's annual incentive plan measures for 2001 were
corporate recurring earnings per share, cost reduction, debt reduction and
revenue growth. Earnings before interest and taxes, working capital reduction
and revenue growth were also used at the business unit level. No annual
incentive was paid for 2001 because performance targets were not achieved.

      Long-Term Incentive Plans. Pennzoil-Quaker State has several types of
long-term incentive awards intended to achieve various objectives. Stock options
are the primary long-term incentive award used by Pennzoil-Quaker State and are
granted at 100% of fair market value at the date of grant. Stock options are
intended to reward executives for appreciation in the market value of
Pennzoil-Quaker State's common stock. Restricted stock unit grants are also used
and are made to increase executive share ownership levels and reward executives
for maintaining and enhancing Pennzoil-Quaker State's total stockholder return.
Pennzoil-Quaker State also has in place a long-term performance plan that
rewards executives for Pennzoil-Quaker State's total stockholder return
performance relative to a peer group of consumer products companies. For 2001,
the Compensation Committee chose to focus strongly on stock price performance in
executive compensation by targeting the market 65th percentile for long-term
incentive awards.


                                       10
<PAGE>

      Mr. Postl received stock options for 175,000 shares of common stock and
33,000 restricted stock units in May 2001. Mr. Postl did not earn a payment
under Pennzoil-Quaker State's long-term performance plan because threshold
performance was not achieved. The total value of the stock option, restricted
stock and targeted long-term performance plan awards provided to Mr. Postl
placed his total long-term incentives below the market 50th percentile.

      Other Plans and Benefits. Pennzoil-Quaker State's executive officers
participate in several other compensation plans and benefit programs. These
programs provide benefits generally related to salary levels and/or length of
service (as in the case of retirement plan benefits, savings plan benefits,
disability benefits and death benefit coverage) or are independent of salary
levels (such as the perquisite allowances and medical coverage). There is no
specific performance-based relationship between benefits under these plans and
corporate performance (except that savings plan contributions are invested in
common stock).

      Section 162(m). Pennzoil-Quaker State's incentive plans provide for stock
option grants, annual incentive plan awards and long-term performance plan
awards, each of which can be qualified as performance-based compensation under
Section 162(m) of the Internal Revenue Code. Whether one or more awards made
under these incentive plans are qualified as performance-based components is in
the discretion of Pennzoil-Quaker State and the Compensation Committee.
Currently, some of the awards under the incentive plans are not qualified under
Section 162(m), and the Compensation Committee may determine to grant awards in
the future that are not so qualified.

      The Compensation Committee continues to meet regularly and to monitor
executive compensation practices and any related developments.

                                       Respectfully Submitted,



                                       The Compensation Committee
                                       Forrest R. Haselton, Chair
                                       H. John Greeniaus
                                       Terry L. Savage

March 5, 2002



                                       11
<PAGE>


                Comparison of Three-Year Cumulative Total Return

      The following performance graph compares the cumulative total stockholder
return on the Common Stock to the cumulative total return of the Standard &
Poor's Midcap 400 Stock Index and the Standard & Poor's Consumer Staples Index
for the last three years. The graph assumes that the value of the investment in
the Common Stock or in each index was $100 at December 31, 1998 and that all
dividends were reinvested. The common stock of the company began trading
"regular way" on the New York Stock Exchange on December 31, 1998.


                Comparison of Three-Year Cumulative Total Return

                                    [GRAPH]

<Table>
<Caption>

                                  March      June    September   December
                                --------   --------  ---------   --------
<S>                             <C>        <C>        <C>        <C>
Pennzoil-Quaker State Co.
    1998 Index................                                   100.0000
    1999 Index................   85.1261   104.5408    89.1722    73.2485
    2000 Index................   76.6203    90.0672    79.5533    99.0407
    2001 Index................  109.1360    88.3759    88.3924   114.4591

S&P Midcap 400
    1998 Index................                                   100.0000
    1999 Index................   93.5860   106.7584    97.7346   114.5416
    2000 Index................  129.0750   124.8244   139.9886   134.5989
    2001 Index................  120.0784   135,8785   113,3710   133.7616

S&P Consumer Staples
    1998 Index................                                   100.0000
    1999 Index................   97.3297    97.7996    86.8289    93.6882
    2000 Index................   85.9144    91.4200    91.3661    98.6415
    2001 Index................   90.8722    95.5934    86.0776    89.5772
</Table>







  Source: Indices based on Standard & Poor's data as reported by Bloomberg L.P.



                                       12
<PAGE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

                  SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS

      The following table sets forth the shares of common stock of
Pennzoil-Quaker State beneficially owned as of March 31, 2002 (i) by
Pennzoil-Quaker State's nominees for director, other directors, chief executive
officer and four other most highly compensated executive officers and (ii) by
all the foregoing and other current executive officers of Pennzoil-Quaker State
as a group.

<Table>
<Caption>
                                                          COMMON STOCK
                                                          BENEFICIALLY    PERCENTAGE
NAME                                                        OWNED(1)       OF CLASS
----                                                      -------------   ----------
<S>                                                      <C>              <C>
Douglas S. Boyle.....................................          54,999              *
Robert A. Falivene...................................          73,043              *
Marc C. Graham.......................................          66,994              *
H. John Greeniaus....................................          52,500              *
Forrest R. Haselton..................................          10,316              *
Thomas P. Kellagher..................................         106,571              *
Berdon Lawrence......................................          48,265              *
James L. Pate........................................         927,187           1.2%
James J. Postl.......................................         565,303              *
Terry L. Savage......................................           5,830              *
Brent Scowcroft......................................          11,699              *
Gerald B. Smith......................................           4,500              *
Lorne R. Waxlax......................................          37,157              *
All the above and all other current executive officers      2,185,504           2.7%
as a group (18  persons).............................
</Table>

---------------
(1)  Pursuant to regulations of the SEC, securities must be listed as
     beneficially owned by a person who directly or indirectly holds or shares
     the power to vote or dispose of the securities, whether or not the person
     has any economic interest in the securities. In addition, a person is
     deemed a beneficial owner if he or she has the right to acquire beneficial
     ownership within 60 days, including upon exercise of a stock option or
     conversion of a convertible security. Shares of common stock listed as
     owned include those owned by the individuals and members of their immediate
     families or held by any of them in family trusts. Securities owned by
     certain family members are included in the foregoing table even where the
     possession or sharing of voting or dispositive power is not acknowledged.
     The holdings also include shares subject to stock options exercisable
     within 60 days (512,734 for Mr. Postl; 34,999 for Mr. Boyle; 61,666 for Mr.
     Falivene; 59,999 for Mr. Graham; 86,833 for Mr. Kellagher; 747,660 for Mr.
     Pate; 2,500 for Mr. Greeniaus, Mr. Haselton, Mr. Lawrence, Ms. Savage, Mr.
     Smith and Mr. Waxlax; and 1,706,572 for all the above and all other current
     executive officers as a group). Shares held also include conditional stock
     vested but not distributed and shares held under Pennzoil-Quaker State's
     Deferred Compensation Plan for Non-Employee Directors.

*    Less than 1%.


                                       13
<PAGE>


                   SECURITY OWNERSHIP OF CERTAIN STOCKHOLDERS

      The following table sets forth information as to persons known to possess
voting or dispositive power over more than 5% of Pennzoil-Quaker State's
outstanding common stock.

<Table>
<Caption>
                                               NAME AND ADDRESS OF              NUMBER OF       PERCENTAGE
TITLE OF CLASS                                  BENEFICIAL OWNER                 SHARES          OF CLASS
--------------                              -----------------------             ----------      ----------
<S>                                         <C>                                 <C>             <C>
Common Stock..........................      Capital Research and                 10,665,900         13.4%
                                            Management Company
                                            333 South Hope Street
                                            Los Angeles, CA 90071
Common Stock..........................      Capital Group International,          4,517,720          5.7%
                                            Inc.
                                            11100 Santa Monica Blvd.
                                            Los Angeles, CA 90025
</Table>

      The information in the foregoing table regarding Capital Research and
Management Company ("Capital Research") is based on a filing made with the SEC
reflecting ownership of common stock as of December 31, 2001. The filing states
that the shares of common stock were acquired in the ordinary course of business
and not for the purpose of influencing control of Pennzoil-Quaker State. The
filing indicates sole dispositive power for 10,665,900 shares of common stock by
Capital Research. A subsequent filing by Capital Research as of March 31, 2002
indicates sole dispositive power for 4,340,900 shares of common stock, which is
5.4% of the total outstanding shares.

      The information in the foregoing table regarding Capital Group
International, Inc. and its subsidiary Capital Guardian Trust Company ("Capital
Group") is based on a filing made with the SEC reflecting ownership of common
stock as of December 31, 2001. The filing states that the shares of common stock
were acquired in the ordinary course of business and not for the purpose of
influencing control of Pennzoil-Quaker State. The filing indicates sole voting
power for 4,012,820 shares of common stock and sole dispositive power for
4,517,720 shares of common stock by Capital Group.




                                       14
<PAGE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

      References are made to the captions "Director Remuneration" set forth in
Item 10, "Compensation Committee Interlocks and Insider Participation" set forth
in Item 11 and "Security Ownership of Certain Stockholders" set forth in Item 12
of this filing.





                                       15

<PAGE>


                                   SIGNATURES


      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                       PENNZOIL-QUAKER STATE COMPANY


Date:  April 30, 2002                  By: /s/ James J. Postl
                                          --------------------------------------
                                          (James J. Postl, President and
                                           Chief Executive Officer)


      Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.


<Table>
<Caption>
                          SIGNATURE                                      TITLE                         DATE
                          ---------                                     -------                        ----
<S>                                                              <C>                                     <C>

/s/ James J. Postl                                             Principal Executive Officer
--------------------------------------------                       and Director                     April 30, 2002
(James J. Postl, President,
 Chief Executive Officer and Director)

/s/ Thomas P. Kellagher                                         Principal Financial and
--------------------------------------------                       Accounting Officer               April 30, 2002
(Thomas P. Kellagher, Group Vice President and
 Chief Financial Officer)

H. JOHN GREENIAUS*
FORREST R. HASELTON*
BERDON LAWRENCE*                                                 A majority of the Directors        April 30, 2002
JAMES L. PATE*                                                       of the registrant
TERRY L. SAVAGE*
BRENT SCOWCROFT*
GERALD B. SMITH*
LORNE R. WAXLAX*

*By: /s/ James J. Postl
(James J. Postl, Attorney-In-Fact)
</Table>



                                       16