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                                                                EXHIBIT 10.19(d)



              SECOND SUPPLEMENT TO DEFERRED COMPENSATION AGREEMENT



                  THIS SECOND SUPPLEMENT to Deferred Compensation Agreement made
this 28th day of November, 2001, by and between Pennzoil-Quaker State Company, a
Delaware corporation (the "Company"), and James L. Pate ("Employee").

                                    RECITALS:

                  WHEREAS, the Company and Employee have previously entered into
that certain Deferred Compensation Agreement made the 30th day of December, 1998
(the "Deferred Compensation Agreement"); and

                  WHEREAS, the Deferred Compensation Agreement was amended by
that certain Amendment to Deferred Compensation Agreement made the 4th day of
July, 2000; and

                  WHEREAS, that Deferred Compensation Agreement was again
amended by that certain Supplement to Deferred Compensation Agreement made the
20th day of September, 2001 ("Supplement"), to provide for a cash-out of
benefits in the event of certain changes in control of the Company; and

                  WHEREAS, the Company desires to amend the Deferred
Compensation Agreement, as amended and supplemented, to revise the provisions
for a cash-out of benefits in the event of certain changes in control of the
Company.

                  NOW, THEREFORE, in consideration of the premises and mutual
         covenants contained herein and for other good and valuable
         consideration, the receipt of which is mutually acknowledged, effective
         as of the date first written above, the Company and Employee agree that
         Deferred Compensation Agreement, as amended and supplemented, is hereby
         supplemented as follows:

                  "In the event of a Change in Control, as of a Change in
         Control Effective Date you will receive from the Company forthwith a
         cash payment equal to the present value of the benefits that would
         otherwise be provided to you and your spouse under Paragraphs 3, 4, and
         5 of the Deferred Compensation Agreement, in lieu of any benefits
         payable to you and your spouse under the Deferred Compensation
         Agreement, determined as of the date prior to the Change in Control
         Effective Date and computed in accordance with those actuarial and
         other factors and procedures set forth in that that certain instrument
         entitled the "Pennzoil-Quaker State Company Benefit Acceleration
         Agreement Administrative Procedures," dated March 1999 (prepared by
         William M. Mercer, Incorporated) and maintained on file as an official
         record of the Company by the Vice President, Compensation and Benefits
         of the Company, and such procedures, including any examples or
         instructions contained therein, are hereby incorporated by reference as
         if fully set forth herein and shall constitute a part of the Deferred
         Compensation Agreement between you and the Company.



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                  For purposes of the foregoing paragraph, the following
         definitions shall apply:

                  1. "Beneficial Owner" shall have the meaning set forth in Rule
         13d-3 promulgated under the Exchange Act.

                  2. "Board" shall mean the Board of Directors of the Company.

                  3. A "Change in Control" of the Company shall conclusively be
         deemed to have occurred if an event set forth in any one of the
         following paragraphs shall have occurred:

                           (a) any Person is or becomes the Beneficial Owner,
                  directly or indirectly, of securities of the Company (not
                  including in the securities beneficially owned by such Person
                  any securities acquired directly from the Company or its
                  affiliates) representing 35% or more of the combined voting
                  power of the Company's then outstanding securities; or

                           (b) the following individuals cease for any reason to
                  constitute a majority of the number of directors then serving:
                  individuals who, on the date hereof, constitute the Board and
                  any new director (other than a director whose initial
                  assumption of office is in connection with an actual or
                  threatened election contest relating to the election of
                  directors of the Company) whose appointment or election by the
                  Board or nomination for election by the Company's stockholders
                  was approved or recommended by a vote of at least two-thirds
                  (2/3) of the directors then still in office who either were
                  directors on the date hereof or whose appointment, election or
                  nomination for election was previously so approved or
                  recommended; or

                           (c) there is consummated a merger or consolidation of
                  the Company or any direct or indirect subsidiary of the
                  Company with any other corporation, other than (i) a merger or
                  consolidation which would result in the voting securities of
                  the Company outstanding immediately prior to such merger or
                  consolidation continuing to represent (either by remaining
                  outstanding or by being converted into voting securities of
                  the surviving entity or any parent thereof), in combination
                  with the ownership of any trustee or other fiduciary holding
                  securities under an employee benefit plan of the Company or
                  any subsidiary of the Company, at least 50% of the combined
                  voting power of the securities of the Company or such
                  surviving entity or any parent thereof outstanding immediately
                  after such merger or consolidation, or (ii) a merger or
                  consolidation effected to implement a recapitalization of the
                  Company (or similar transaction) in which no Person is or
                  becomes the Beneficial Owner, directly or indirectly, of
                  securities of the Company (not including in the securities
                  Beneficially Owned by such Person any securities acquired
                  directly from the Company or any of its affiliates other than
                  in connection with the acquisition by the Company or any of
                  its affiliates of a business)



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                  representing 35% or more of the combined voting power of the
                  Company's then outstanding securities; or

                           (d) the stockholders of the Company approve a plan of
                  complete liquidation or dissolution of the Company or there is
                  consummated an agreement for the sale or disposition by the
                  Company of all or substantially all of the Company's assets,
                  other than a sale or disposition by the Company of all or
                  substantially all of the Company's assets to an entity, at
                  least 50% of the combined voting power of the voting
                  securities of which are owned by stockholders of the Company
                  in substantially the same proportions as their ownership of
                  the Company immediately prior to such sale.

         Notwithstanding the foregoing, a "Change in Control" shall not be
         deemed to have occurred by virtue of the consummation of any
         transaction or series of integrated transactions immediately following
         which the record holders of the Common Stock of the Company immediately
         prior to such transaction or series of transactions continue to have
         substantially the same proportionate ownership in an entity which owns
         all or substantially all of the assets of the Company immediately
         following such transaction or series of transactions.

                  4. "Common Stock" shall mean the common stock, par value $0.10
         per share, of the Company.

                  5. "Change in Control Effective Date" shall be:

                           (a) the first date that the direct or indirect
                  ownership of 35% or more combined voting power of the
                  Company's outstanding securities results in a Change in
                  Control as described in Paragraph (3)(a) above; or

                           (b) the date of the election of directors that
                  results in a Change in Control as described in Paragraph
                  (3)(b) above; or

                           (c) the date of the merger or consideration that
                  results in a Change in Control as described in Paragraph
                  (3)(c) above; or

                           (d) the date of stockholder approval that results in
                  a Change in Control as described in Paragraph (3)(d) above.

                  6. "Exchange Act" means the Securities Exchange Act of 1934,
         as amended from time to time.

                  7. "Person" shall have the meaning given in Section 3(a)(9) of
         the Exchange Act, as modified and used in Sections 13(d) and 14(d)
         thereof, except that such term shall not include (a) the Company or any
         of its subsidiaries, (b) a trustee or other fiduciary holding
         securities under an employee benefit plan of the Company or any of its
         affiliates, (c) an underwriter temporarily holding securities


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         pursuant to an offering of such securities, or (d) a corporation owned,
         directly or indirectly, by the stockholders of the Company in
         substantially the same proportions as their ownership of stock of the
         Company."

               The intent of this Second Supplement to Deferred Compensation
Agreement is to provide, in the event there is a change in control of the
Company as defined herein, for a total cash-out of the retirement benefits,
spouse's death benefit and medical reimbursement plan benefits provided under
the Deferred Compensation Agreement. This Second Supplement to Deferred
Compensation Agreement shall amend, replace and be in lieu in of the Supplement
(as defined above). This Second Supplement shall be effective as of October 4,
2001.

               IN WITNESS WHEREOF, the Company and Employee have executed this
Second Supplement to Deferred Compensation Agreement as of the date first
written above.

                                       PENNZOIL-QUAKER STATE COMPANY



                                       By:  /s/ JAMES J. POSTL
                                          ------------------------------------
                                          James J. Postl
                                          President and Chief Executive Officer


Accepted and agreed to by:



/s/  JAMES L. PATE
James L. Pate

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