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              DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
                        OF PENNZOIL-QUAKER STATE COMPANY

                        (EFFECTIVE AS OF JANUARY 1, 2002)



                                    ARTICLE I
                        PURPOSES OF PLAN AND DEFINITIONS

               1.1.  PURPOSE. Pennzoil-Quaker State Company, a Delaware
corporation (the "Company"), has established the PENNZOIL-QUAKER STATE COMPANY
DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS, effective as of January
1, 2002 (the "PLAN"), for the purpose of providing non-employee directors of the
Company the opportunity to defer all or a portion of their cash compensation and
to provide greater incentives for those directors to attain and maintain the
highest standards of performance, to attract and retain directors of outstanding
competence and ability, to stimulate the active interest of such persons in the
development and financial success of the Company, to further the identity of
interests of such directors with those of the Company's stockholders generally,
and to reward such directors for outstanding performance.

               1.2.  DEFINITIONS.

                     "Applicable Quarterly Rate" initially will be equal to the
         prime interest rate at JP Morgan Chase in Houston, Texas, as of the
         Effective Date and thereafter will be adjusted as of the first day
         of each calendar quarter of each year to that rate that is equal to the
         prime interest rate at JP Morgan Chase in Houston, Texas, as of such
         date.

                     "Award" means any incentive award made to a Participant
         under the Plan or any other Plan of the Company.

                     "Beneficiary" means the person(s) or entity(ies)
         designated by the Participant, as provided in Section 4.5, to receive
         any payments otherwise due the Participant under this Plan in the event
         of the Participant's death.

                     "Board of Directors" or "Board" means the Board of
         Directors of the Company.

                     "Cash Compensation" means all of the cash compensation
         payable to a Participant, including annual, meeting and other fees.

                     "Change in Control" means a Change in Control as defined
         in the Pennzoil-Quaker State Company Executive Severance Plan, as
         amended and restated effective October 4, 2001, and as may thereafter
         be amended from time to time.

                     "Code" means the Internal Revenue Code of 1986, as amended
         from time to time.


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                     "Committee" means the Compensation Committee of the
         Board or such other committee of the Board as is designated by the
         Board to administer the Plan in accordance with Article II.

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

                     "Company" means Pennzoil-Quaker State Company.

                     "Deferred Compensation Period" means such period of
         365 days (or such longer or shorter period) as shall from time to time
         be prescribed by the Committee, in its sole discretion, during which
         Participants shall be entitled to defer receipt of all or any part of
         their Cash Compensation.

                     "Deferred Interest Bearing Account" means the bookkeeping
         account maintained for each Participant to record certain amounts
         deferred by the Participant in accordance with Article III hereof.

                     "Determination Date" means the date on which payment
         of a Participant's deferred compensation is made or commences, as
         determined in accordance with Section 4.1.

                     "Director" means an individual who is serving as a member
         of the Board.

                     "Effective Date" means January 1, 2002.

                     "Election Effective Date" means the date upon which a
         Participant's deferred Cash Compensation is credited to his Deferred
         Interest Bearing Account pursuant to Section 3.3 of this Plan.

                     "Eligible Director" means each Director who is not an
         employee of the Company or any of the Company's subsidiaries.

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

                     "Fair Market Value" of a share of Common Stock means,
         as of a particular date, (1) if shares of Common Stock are listed on a
         national securities exchange, the mean between the highest and lowest
         sales price per share of Common Stock reported on the consolidated
         transaction reporting system for the principal national securities
         exchange on which shares of Common Stock are listed on that date, or,
         if there shall have been no such sale so reported on that date, on the
         last preceding date on which such a sale was so reported, (2) if shares
         of Common Stock are not so listed but are quoted on the Nasdaq National
         Market, the mean between the highest and lowest sales price per share
         of Common Stock reported by the Nasdaq National Market on that date,
         or, if there shall have been no such sale so reported on that date, on
         the last preceding date on which such a sale was so reported or, at the
         discretion of the Committee, the price prevailing on the exchange at
         the time of exercise, (3) if the Common Stock is not so listed or
         quoted, the


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         mean between the closing bid and asked price on that date, or if
         there are no quotations available for such date, on the last preceding
         date on which such quotations are available, as reported by the Nasdaq
         Stock Market, or, if not reported by the Nasdaq Stock Market, by the
         National Quotation Bureau Incorporated or, at the discretion of the
         Committee, the price prevailing on the exchange at the time of exercise
         or (4) if shares of Common Stock are not publicly traded, the most
         recent value determined by an independent appraiser appointed by the
         Company for such purpose. "Fair Market Value" of a Stock Unit means,
         as of a particular date, the Fair Market Value of a share of Common
         Stock on such date.

                     "Participant" means an Eligible Director who elects to
         participate in the Plan.

                     "Stock Account" means the bookkeeping account maintained
         for each Participant to record certain amounts deferred by the
         Participant in accordance with Article III hereof.

                     "Stock Unit" means a unit equal to one share of Common
         Stock (as determined in accordance with Section 3.2 and as adjusted
         pursuant to Section 3.6) utilized for the purpose of measuring the
         benefits payable under Section 4.3.

                     "Total Deferred Unit Amount" means the aggregate Fair
         Market Value on the Valuation Date coinciding with or immediately
         preceding the Determination Date of the number of Stock Units then
         credited to a Participant's Stock Account.

                     "Valuation Date" means the Effective Date and the first
         day of each month thereafter or, in the event Common Stock is traded
         or quoted on a national securities exchange or in the over-the-counter
         market, each day on which a sale or sales of Common Stock is reported
         or a quotation for Common Stock is available, as applicable.

                                   ARTICLE II
                           ADMINISTRATION OF THE PLAN

               2.1.  COMMITTEE. This Plan shall be administered by the
Committee. The Committee shall consist of at least two members of the Board.

               2.2.  COMMITTEE'S POWERS. Subject to the provisions hereof, the
Committee shall have full and exclusive power and authority to administer this
Plan and to take all actions which are specifically contemplated hereby or are
necessary or appropriate in connection with the administration hereof. The
Committee shall also have full and exclusive power to interpret this Plan and to
adopt such rules, regulations and guidelines for carrying out this Plan as it
may deem necessary or proper, all of which powers shall be exercised in the best
interests of the Company and in keeping with the objectives of this Plan. The
Committee may, in its discretion, determine the eligibility of individuals to
participate herein, determine the amount of Cash Compensation a Participant may
elect to defer, or waive any restriction or other provision of this Plan. The
Committee may correct any defect or supply any omission or reconcile any


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inconsistency in this Plan in the manner and to the extent the Committee deems
necessary or desirable to carry it into effect.

               2.3.  COMMITTEE DETERMINATIONS CONCLUSIVE. Any decision of the
Committee in the interpretation and administration of this Plan shall lie within
its sole and absolute discretion and shall be final, conclusive and binding on
all parties concerned.

               2.4.  COMMITTEE LIABILITY. No member of the Committee or
officer of the Company to whom the Committee has delegated authority in
accordance with the provisions of Section 2.5 of this Plan shall be liable for
anything done or omitted to be done by him or her, by any member of the
Committee or by an officer of the Company in connection with the performance of
any duties under this Plan, except for his or her own willful misconduct or as
expressly provided by statute.

               2.5.  DELEGATION OF AUTHORITY. The Committee may delegate to
the Chief Executive Officer and to other senior officers of the Company its
duties under this Plan pursuant to such conditions or limitations as the
Committee may establish.

                                   ARTICLE III
                                    ACCOUNTS

               3.1.  ESTABLISHMENT OF ACCOUNTS. The Company shall set up an
appropriate record (hereinafter called the "Deferred Interest Bearing Account"),
which will from time to time reflect the name of each Participant and the
amounts deferred by such Participant to an interest bearing account pursuant to
Section 3.2. The Company shall also set up an appropriate record (hereinafter
called the "Stock Account"), which will from time to time reflect the name of
each Participant, the number of Stock Units credited to such Participant
pursuant to Section 3.2, and the Fair Market Value of that number of Stock Units
credited to the Participant.

               3.2.  DEFERRED COMPENSATION. A Participant may elect to defer
receipt of all or any part of the Cash Compensation payable to the Participant
for serving on the Board of Directors for any Deferred Compensation Period. At
the election of the Participant, the amount deferred shall be credited to: (a)
his or her Deferred Interest Bearing Account; (b) his or her Stock Account; or
(c) a combination of both. If a Participant chooses to receive a credit to his
Stock Account, a number of Stock Units (rounded up to the nearest whole number)
relating to Common Stock of the Company having a Fair Market Value on the
Election Effective Date equal to the dollar amount of Cash Compensation the
Participant elects to forego in the applicable Deferred Compensation Period in
exchange for Stock Units shall be credited to such account. A Participant may
only elect to defer Cash Compensation that is otherwise payable after an
election to defer compensation is made pursuant to Section 5.1 hereof.

               3.3.  CREDITING OF DEFERRED AMOUNTS. Any Cash Compensation
credited to a Participant's Deferred Interest Bearing Account or Stock Account
shall be credited to such account on the last day of the month in which the
deferred Cash Compensation would otherwise have been paid (the "Election
Effective Date"). For example, if a Participant effectively elects to defer Cash
Compensation to his Deferred Interest Bearing Account for a Deferred
Compensation Period of 365 days beginning January 1 by notifying the Company in
the manner provided in


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Section 5.1, the Cash Compensation which accrues for the month of January
shall be credited to such Participant's Deferred Interest Bearing Account on
January 31.

               3.4.  INTEREST ON DEFERRED INTEREST BEARING ACCOUNTS. The
amount of deferred compensation credited to a Participant's Deferred Interest
Bearing Account will bear interest from (but excluding) the date so credited
through (and including) the Determination Date, at a rate per calendar quarter
equal to the Applicable Quarterly Rate in effect from time to time, compounded
monthly, and such interest shall be credited to the Deferred Interest Bearing
Account as of the last day of each calendar month during the applicable Deferred
Compensation Period and the last day of the calendar month in which such period
ends (or, if applicable, the Determination Date). Interest so credited shall
similarly bear interest from (but excluding) the date so credited through (and
including) the Determination Date, at a rate per calendar quarter equal to the
Applicable Quarterly Rate in effect from time to time, compounded monthly and
credited as of the last day of each calendar month during the applicable
Deferred Compensation Period and the last day of the calendar month in which
such period ends (or, if applicable, the Determination Date).

               3.5.  DIVIDENDS ON STOCK ACCOUNTS. A Participant's Stock
Account will be credited with additional Stock Units, as of each date that
dividends are paid with respect to Common Stock, equal to the number of Stock
Units relating to the Common Stock credited to the Participant's Stock Account
as of each such dividend payment date. Thus, the Stock Units credited in respect
of dividends shall have a Fair Market Value equal to the dollar amount of the
dividend paid per share of Common Stock as of such dividend payment date
multiplied by the number of Stock Units relating to Common Stock credited to the
Participant's Stock Account immediately prior to such dividend payment date.

               3.6.  ADJUSTMENTS.

                     (a)  EXERCISE OF CORPORATE POWERS. The existence of this
Plan shall not affect in any manner the right or power of the Company or its
stockholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the capital stock of the Company or its
business or any merger or consolidation of the Company, or any issue of
bonds, debentures, preferred or prior preference stock (whether or not such
issue is prior to, on a parity with or junior to the existing Common Stock)
or the dissolution or liquidation of the Company, or any sale or transfer of
all or any part of its assets or business, or any other corporate act or
proceeding of any kind, whether or not of a character similar to that of the
acts or proceedings enumerated above.

                     (b)  RECAPITALIZATIONS, REORGANIZATIONS AND OTHER
ACTIVITIES. In the event of any subdivision or consolidation of outstanding
shares of Common Stock, declaration of a dividend payable in shares of Common
Stock or other stock split, then (i) the number of Stock Units relating to
Common Stock and (ii) the appropriate Fair Market Value and other price
determinations for such Stock Units shall each be proportionately adjusted by
the Board to reflect such transaction. In the event of any other
recapitalization or capital reorganization of the Company, any consolidation
or merger of the Company with another corporation or entity, the adoption by
the Company of any plan of exchange affecting Common Stock or any
distribution to holders of Common Stock of securities or property (other than
normal cash dividends or


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dividends payable in Common Stock), the Board shall make appropriate
adjustments to (i) the number of Stock Units relating to Common Stock and
(ii) the appropriate Fair Market Value and other price determinations for
such Stock Units to give effect to such transaction; provided that such
adjustments shall only be such as are necessary to preserve, without
increasing, the value of such units. In the event of a corporate merger,
consolidation, acquisition of property or stock, separation, reorganization
or liquidation, the Board shall be authorized to issue or assume units by
means of substitution of new units, as appropriate, for previously issued
units or an assumption of previously issued units as part of such adjustment.

                                   ARTICLE IV
                                    PAYMENTS

               4.1.  PERIOD OF DEFERRAL. A Participant may elect that payment
of amounts credited to the account(s) of the Participant under this Plan be made
at (a) a date that is five years following the date of the termination of the
Participant's status as a Director, or (b) the date of the termination of the
Participant's status as a Director of the Company (either of such dates elected
by the Participant to be known as the "Determination Date"). Payment will be
made within 60 days after the applicable Determination Date.

               4.2.  PAYMENT OF AMOUNTS IN DEFERRED INTEREST BEARING ACCOUNT.
As of the Determination Date, the sum of the amounts theretofore credited to a
Participant's Deferred Interest Bearing Account for each Deferred Compensation
Period, plus all interest accrued thereon to, and including, the Determination
Date (the "Total Deferred Compensation Amount") shall be calculated. A
Participant shall receive payment of his Total Deferred Compensation Amount with
respect to each Deferred Compensation Period in the form provided under Section
4.4.

               4.3.  PAYMENT OF AMOUNTS IN STOCK ACCOUNT. As of the
Determination Date, the aggregate Fair Market Value on the Valuation Date
coinciding with or immediately preceding the Determination Date of that number
of Stock Units credited to a Participant's Stock Account as of such
Determination Date with respect to each Deferred Compensation Period shall be
calculated. The result is the "Total Deferred Unit Amount." A Participant shall
receive payment of his Total Deferred Unit Amount with respect to each Deferred
Compensation Period in the form provided under Section 4.4.

               4.4.  FORM OF PAYMENT. Payment to a Participant of amounts in
his Deferred Interest Bearing Account shall be made in the form of a lump sum
cash payment as of the Determination Date. Payment to a Participant in respect
of Stock Units in his Stock Account shall be made in the form of a lump-sum
payment of Common Stock (which may be treasury shares) as of the Determination
Date; provided, however, that under conditions established by the Committee, a
Participant may elect to receive an amount payable in respect of Stock Units in
the form of a lump-sum cash payment as of the Determination Date.

               4.5.  DEATH PRIOR TO PAYMENT. In the event that a Participant
dies prior to payment of the amount payable pursuant to this Plan, the unpaid
amount, together with all interest accrued thereon, shall be paid to the
Participant's designated Beneficiary in a lump sum


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payment within 60 days following the Company's notification of the
Participant's death. If no Beneficiary has been designated, such payment
shall be made to the Participant's estate. A beneficiary designation, or
revocation of a prior beneficiary designation, shall be effective only if it
is made in writing on a form provided by the Company, signed by the
Participant and received by the Committee. In the event that a Participant
dies prior to payment of all of the amounts payable pursuant to this Plan,
and the designated Beneficiary dies prior to payment of all the amounts
payable pursuant to this Plan, payment shall be made to the Participant's
estate in a lump sum payment within 60 days of notification of the
Beneficiary's death.

               4.6.  PAYMENTS TO MINORS AND INCOMPETENTS. Should the
Participant become incompetent or should the Participant designate a Beneficiary
who is a minor or incompetent, the Company shall be authorized to pay such funds
to a parent or guardian of such minor or incompetent, or directly to such minor
or incompetent, whichever manner the Committee shall determine in its sole
discretion.

               4.7.  CHANGE IN CONTROL. Participants may elect that upon a
Change in Control, the entire amounts payable under Sections 4.2 and 4.3 be made
in a lump sum payment within 60 days of the Change in Control.

                                    ARTICLE V
                               ELECTING DEFERRALS

               5.1.  MANNER OF ELECTING DEFERRAL. Each election made by a
Participant to defer Cash Compensation under this Plan (i) shall take the form
of a written document (provided by the Company) signed by the Participant and
filed with the Committee, (ii) shall designate the Deferred Compensation Period
for which such deferral is elected, the account to which such deferral shall be
credited, the period of deferral and the form and manner of payment, (iii) shall
only apply to Cash Compensation payable after the date of such election and (iv)
may not be revoked or modified without the prior written approval of the
Committee if the proposed revocation or modification applies to amounts deferred
with respect to a Deferred Compensation Period which has already commenced at
the time such revocation or modification is proposed to be effected. The
Committee shall be authorized to adopt such rules and limitations as it shall
determine are necessary or appropriate with respect to the timing of elections
to defer compensation under this Plan.

                                   ARTICLE VI
                                  MISCELLANEOUS

               6.1.  UNFUNDED PLAN. Nothing contained herein shall be deemed
to create a trust of any kind or create any fiduciary relationship. This Plan
shall be unfunded. Funds invested hereunder shall continue for all purposes to
be part of the general funds of the Company. To the extent that a Participant
acquires a right to receive payments from the Company under this Plan, such
right shall not be greater than the right of any unsecured general creditor of
the Company and such right shall be an unsecured claim against the general
assets of the Company. Although bookkeeping accounts may be established with
respect to Participants, any such accounts shall be used merely as a bookkeeping
convenience. The Company shall not


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be required to segregate any assets that may at any time be represented by
cash or rights thereto, nor shall this Plan be construed as providing for
such segregation, nor shall the Company, the Board or the Committee be deemed
to be a trustee of any cash or rights thereto to be granted under this Plan.
Any liability or obligation of the Company to any Participant with respect to
cash or rights thereto under this Plan shall be based solely upon any
contractual obligations that may be created by this Plan, and no such
liability or obligation of the Company shall be deemed to be secured by any
pledge or other encumbrance on any property of the Company. Neither the
Company nor the Board nor the Committee shall be required to give any
security or bond for the performance of any obligation that may be created by
this Plan.

               6.2.  TITLE TO FUNDS REMAINS WITH COMPANY. Amounts credited to
each Participant's Deferred Interest Bearing Account and Stock Account shall not
be specifically set aside or otherwise segregated, but will be combined with
corporate assets. Title to such funds will remain with the Company and the
Company's only obligation will be to make timely payments to Participants in
accordance with this Plan.

               6.3.  STATEMENT OF ACCOUNT. A statement will be furnished to
each Participant annually on such date as may be determined by the Committee
stating the balance of the Participant's Deferred Interest Bearing Account and
Stock Account and accrued interest thereon as of a recent date designated by the
Committee.

               6.4.  ASSIGNABILITY. Except as provided in Section 4.5, no
right to receive payment hereunder shall be transferable or assignable by a
Participant except by will or the laws of descent and distribution or pursuant
to a qualified domestic relations order as defined by the Code or Title I of the
Employee Retirement Income Security Act of 1974, as amended, or the rules
thereunder. Any attempted assignment of any benefit under this Plan in violation
of this Section 6.4 shall be null and void.

               6.5.  AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION. The
Board may amend, modify, suspend or terminate this Plan for the purpose of
meeting or addressing any changes in legal requirements or for any other purpose
permitted by law, except that no amendment, modification or termination shall,
without the consent of the Participant, impair the rights of any Participant to
the balance in such Participant's Deferred Interest Bearing Account or Stock
Account or the amount of interest accrued thereon as of the date of such
amendment, modification or termination. The Board may at any time and from time
to time delegate to the Committee any or all of this authority under this
Section 6.5.

               6.6.  GOVERNING LAW. This Plan and all determinations made and
actions taken pursuant hereto, to the extent not otherwise governed by mandatory
provisions of the Code or the securities laws of the United States, shall be
governed by and construed in accordance with the laws of the State of Delaware.



                                                   PENNZOIL-QUAKER STATE COMPANY


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