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                                                                 Exhibit (10)(r)
                              EMPLOYMENT AGREEMENT

         This EMPLOYMENT AGREEMENT (this "Agreement"), dated as of January 1,
2003, by and between The Lubrizol Corporation, an Ohio corporation (the
"Company"), and Donald W. Bogus (the "Executive");

                                   WITNESSETH:

         WHEREAS, the Executive is a senior executive of the Company and has
made and is expected to continue to make major contributions to the
profitability, growth and financial strength of the Company;

         WHEREAS, the Company desires to encourage Executive to remain with the
Company for a number of years.

         WHEREAS, this Agreement is not intended to alter materially the
compensation and benefits which the Executive could reasonably expect to receive
from the Company that are not addressed within this Agreement; and

         WHEREAS, the Executive is willing to render services to the Company on
the terms and subject to the conditions set forth in this Agreement;

         NOW, THEREFORE, the Company and the Executive agree as follows:

1.       If the Executive remains in the employ of the Company until January 1,
2008, he will receive the following:

         A.       15,000 Lubrizol Common Shares

         B.       Coverage under The Lubrizol Corporation Executive Death
                  Benefit Plan at the later of January 1, 2008 or age 60,
                  provided he is still employed with the Company at such time.

         C.       Coverage under The Lubrizol Corporation Officers' Supplemental
                  Retirement Plan at the later of January 1, 2008 or age 60,
                  provided he is still employed with the Company at such time.
                  At age 61, the amount provided will be at least $50,000; at
                  age 62, at least $100,000; at age 63, at least $150,000; at
                  age 64, at least $200,000; and at age 65, at least $250,000,
                  with such amounts comprised of the amount calculated under the
                  SORP, and if lesser than the amounts previously cited, through
                  additional payments made by the Company to the Executive.

2.       Executive will not have voting or dividend rights in number of shares
listed in 1.A above, unless and until the Shares are issued.

3.       The number of Shares listed in 1.A. above will be issued before
January 1, 2008 if the Employee is employed by the Company upon the occurrence
of any of the following events:

         A.       At the discretion of the Organization and Compensation
                  Committee of the Board of Directors, upon the death of the
                  Executive.

         B.       If there is a Change of Control of the Company and Executive's
                  employment terminates prior to the earlier of January 1, 2008
                  or the third anniversary of the Change of Control, by the
                  Company for other than Good Cause or by the Executive for Good
                  Reason, or if there is a Change of Control and the Executive
                  terminates his employment for any reason


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                  during the 90 day period commencing on the first anniversary
                  of the Change in Control.

                  i.       For purposes of this Agreement, there will be a
                           "Change in Control" if any of the following events
                           occurs:

                           (a)      The Company is merged, consolidated or
                                    reorganized into or with another corporation
                                    or other legal person, and immediately after
                                    such merger, consolidation or reorganization
                                    less than a majority of the combined voting
                                    power of the then-outstanding securities of
                                    such corporation or person immediately after
                                    such transaction are held in the aggregate
                                    by the holders of Voting Stock (as that term
                                    is hereafter defined) of the Company
                                    immediately prior to such transaction;

                           (b)      The Company sells all or substantially all
                                    of its assets to any other corporation or
                                    other legal person, less than a majority of
                                    the combined voting power of the
                                    then-outstanding securities of such
                                    corporation or person immediately after such
                                    sale are held in the aggregate by the
                                    holders of Voting Stock of the Company
                                    immediately prior to such sale;

                           (c)      There is a report filed on Schedule 13D or
                                    Schedule 14D-1 (or any successor schedule,
                                    form or report), each as promulgated
                                    pursuant to the Securities Exchange Act of
                                    1934, as amended (the "Exchange Act"),
                                    disclosing that any person (as the term
                                    "person" is used in Section 13(d)(3) or
                                    Section 14(d)(2) of the Exchange Act) has
                                    become the beneficial owner (as the term
                                    "beneficial owner" is defined under Rule
                                    13d-3 or any successor rule or regulation
                                    promulgated under the Exchange Act) of
                                    securities representing 20% or more of the
                                    combined voting power of the
                                    then-outstanding securities entitled to vote
                                    generally in the election of directors of
                                    the Company ("Voting Stock");

                           (d)      The Company files a report or proxy
                                    statement with the Securities and Exchange
                                    Commission pursuant to the Exchange Act
                                    disclosing in response to Form 8-K or
                                    Schedule 14A (or any successor schedule,
                                    form or report or item therein) that a
                                    change in control of the Company has or may
                                    have occurred or will or may occur in the
                                    future pursuant to any then existing
                                    contract or transaction; or

                           (e)      If during any period of two consecutive
                                    years, individuals who at the beginning of
                                    any such period constitute the Directors of
                                    the Company cease for any reason to
                                    constitute at least a majority thereof,
                                    provided, however, that for purposes of this
                                    clause (e), each Director who is first
                                    elected, or first nominated for election by
                                    the Company's stockholders by a vote of at
                                    least two-thirds of


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                                    the Directors of the Company (or a committee
                                    thereof) then still in office who were
                                    Directors of the Company at the beginning of
                                    any such period will be deemed to have been
                                    a Director of the Company at the beginning
                                    of such period.

                           Notwithstanding the foregoing provisions of Section
                           3(B)(i)(c) or 3(B)(i)(d) hereof, unless otherwise
                           determined in a specific case by majority vote of the
                           Board of Directors of the Company (the "Board"), a
                           "Change in Control" shall not be deemed to have
                           occurred for purposes of this Agreement solely
                           because (I) the Company, (II) an entity in which the
                           Company directly or indirectly beneficially owns 50%
                           or more of the voting securities (a "Subsidiary"), or
                           (III) any Company-sponsored employee stock ownership
                           plan or any other employee benefit plan of the
                           Company, either files or becomes obligated to file a
                           report or a proxy statement under or in response to
                           Schedule 13D, Schedule 14D-1, Form 8-K or Schedule
                           14A (or any successor schedule, form or report or
                           item therein) under the Exchange Act, disclosing
                           beneficial ownership by it of shares of Voting Stock,
                           whether in excess of 20% or otherwise, or because the
                           Company reports that a change in control of the
                           Company has or may have occurred or will or may occur
                           in the future by reason of such beneficial ownership.

                  ii.      Good Cause means the Executive committed:

                           (a)      an intentional act of fraud, embezzlement or
                                    theft in connection with his duties or in
                                    the course of his employment with the
                                    Company and/or any of its subsidiaries;

                           (b)      intentional wrongful damage to property of
                                    the Company and/or any of its subsidiaries;

                           (c)      intentional wrongful disclosure of secret
                                    processes or confidential information of the
                                    Company and/or any Subsidiary; or

                           (d)      intentional wrongful engagement in any
                                    Competitive Activity;

                           and any such act was harmful to the Company. For
                           purposes of this Agreement, no act, or failure to
                           act, on the part of the Executive will be deemed
                           "intentional" if it was due primarily to an error in
                           judgment or negligence, but will be deemed
                           "intentional" only if done, or omitted to be done, by
                           the Executive not in good faith and without
                           reasonable belief that his action or omission was in
                           the best interest of the Company. Notwithstanding the
                           foregoing, the Executive will not be deemed to have
                           been terminated for "Good Cause" hereunder unless and
                           until there is delivered to the Executive a copy of a
                           resolution duly adopted by the affirmative vote of
                           not less than three-quarters of the Board then in
                           office at a meeting of the Board called and held for
                           such purpose (after reasonable notice to the
                           Executive and an


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                           opportunity for the Executive, together with his
                           counsel, to be heard before the Board), finding that,
                           in the good faith opinion of the Board, the Executive
                           had committed an act set forth above in Section
                           3(B)(ii) and specifying the particulars thereof in
                           detail. Nothing herein limits the right of the
                           Executive or his beneficiaries to contest the
                           validity or propriety of any such determination.

                  iii.     Good Reason means within three years after the Change
                           in Control upon the occurrence of any of the
                           following events:

                           (a)      Failure to elect or reelect or otherwise to
                                    maintain the Executive in the office or the
                                    position, or a substantially equivalent
                                    office or position, of or with the Company
                                    and/or a Subsidiary, as the case may be,
                                    which the Executive held immediately prior
                                    to a Change in Control, or the removal of
                                    the Executive as a Director of the Company
                                    (or any successor thereto) if the Executive
                                    was a Director of the Company immediately
                                    prior to the Change in Control;

                           (b)      A significant adverse change in the nature
                                    or scope of the authorities, powers,
                                    functions, responsibilities or duties
                                    attached to the position with the Company
                                    and any Subsidiary which the Executive held
                                    immediately prior to the Change in Control,
                                    a reduction in the aggregate of the
                                    Executive's Base Pay and Incentive Pay
                                    received from the Company and any
                                    Subsidiary, or the termination or denial of
                                    the Executive's rights to Employee Benefits
                                    as herein provided, any of which is not
                                    remedied within 10 calendar days after
                                    receipt by the Company of written notice
                                    from the Executive of such change, reduction
                                    or termination, as the case may be;

                           (c)      A determination by the Executive made in
                                    good faith that as a result of a Change in
                                    Control and a change in circumstances
                                    thereafter significantly affecting his
                                    position, including without limitation a
                                    change in the scope of the business or other
                                    activities for which he was responsible
                                    immediately prior to a Change in Control, he
                                    has been rendered substantially unable to
                                    carry out, has been substantially hindered
                                    in the performance of, or has suffered a
                                    substantial reduction in, any of the
                                    authorities, powers, functions,
                                    responsibilities or duties attached to the
                                    position held by the Executive immediately
                                    prior to the Change in Control, which
                                    situation is not remedied within 10 calendar
                                    days after written notice to the Company
                                    from the Executive of such determination;

                           (d)      The liquidation, dissolution, merger,
                                    consolidation or reorganization of the
                                    Company or transfer of all or a significant
                                    portion of its business and/or assets,
                                    unless the successor or successors (by
                                    liquidation, merger, consolidation,
                                    reorganization or otherwise) to which all or
                                    a significant portion of its business and/or
                                    assets have


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                                    been transferred (directly or by operation
                                    of law) shall have assumed all duties and
                                    obligations of the Company under this
                                    Agreement pursuant to Section 4 hereof;

                           (e)      The Company relocates its principal
                                    executive offices, or requires the Executive
                                    to have his principal location of work
                                    changed, to any location which is over 25
                                    miles from the location thereof immediately
                                    prior to the Change of Control or to travel
                                    away from his office in the course of
                                    discharging his responsibilities or duties
                                    hereunder significantly more (in terms of
                                    either consecutive days or aggregate days in
                                    any calendar year) than was required of him
                                    prior to the Change of Control without, in
                                    either case, his prior written consent; or

                           (f)      Without limiting the generality or effect of
                                    the foregoing, any material breach of this
                                    Agreement by the Company or any successor
                                    thereto.

4.       Successors and Assigns to the Company

         A.       The Company will require any successor (whether direct or
                  indirect, by purchase, merger, consolidation, reorganization
                  or otherwise) to all or substantially all of the business
                  and/or assets of the Company, by agreement in form and
                  substance satisfactory to the Executive, expressly to assume
                  and agree to perform this Agreement in the same manner and to
                  the same extent the Company would be required to perform if no
                  such succession had taken place. This Agreement will be
                  binding upon and inure to the benefit of the Company and any
                  successor to the Company, including without limitation any
                  persons acquiring directly or indirectly all or substantially
                  all of the business and/or assets of the Company whether by
                  purchase, merger, consolidation, reorganization or otherwise
                  (and such successor will thereafter be deemed the "Company"
                  for the purposes of this Agreement), but will not otherwise be
                  assignable, transferable or delegable by the Company.

         B.       This Agreement inures to the benefit of and is enforceable by
                  the Executive's personal or legal representatives, executors,
                  administrators, successors, heirs, distributees and/or
                  legatees.


         C.       This Agreement is personal in nature and neither of the
                  parties hereto will, without the consent of the other, assign,
                  transfer or delegate this Agreement or any rights or
                  obligations hereunder except as expressly provided in Sections
                  4(A) and (B) above. Without limiting the generality of the
                  foregoing, the Executive's right to receive the benefits
                  hereunder is not assignable, transferable or delegable,
                  whether by pledge, creation of a security interest or
                  otherwise, other than by a transfer by his will or by the laws
                  of descent and distribution and, in the event of any attempted
                  assignment or transfer contrary to this Section 4(C), the
                  Company has no liability to pay any amount so attempted to be
                  assigned, transferred or delegated.

         D.       The Company and the Executive recognize that each party will
                  have no adequate remedy at law for breach by the other of any
                  of the agreements contained herein and, in the event of any
                  such breach, the Company and


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                  the Executive hereby agree and consent that the other shall be
                  entitled to a decree of specific performance, mandamus or
                  other appropriate remedy to enforce performance of this
                  Agreement.

5. For all purposes of this Agreement, all communications including without
limitation notices, consents, requests or approvals, provided for herein must be
in writing and will be deemed to have been duly given when delivered or five
business days after having been mailed by United States registered or certified
mail, return receipt requested, postage prepaid, addressed to the Company (to
the attention of the Secretary of the Company) at its principal executive office
and to the Executive at his principal residence, or to such other address as any
party may have furnished to the other in writing and in accordance herewith,
except that notices of change of address shall be effective only upon receipt.

6. The validity, interpretation, construction and performance of this Agreement
is governed by the laws of the State of Ohio, without giving effect to the
principles of conflict of laws of such State.

7. If any provision of this Agreement or the application of any provision hereof
to any person or circumstances is held invalid, unenforceable or otherwise
illegal, the remainder of this Agreement and the application of such provision
to any other person or circumstances shall not be affected, and the provision so
held to be invalid, unenforceable or otherwise illegal shall be reformed to the
extent (and only to the extent) necessary to make it enforceable, valid and
legal.

8. No provision of this Agreement may be modified, waived or discharged unless
such waiver, modification or discharge is agreed to in writing signed by the
Executive and the Company. No waiver by either party hereto at any time of any
breach by the other party hereto or compliance with any condition or provision
of this Agreement to be performed by such other party shall be deemed a waiver
of similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time. No agreements or representations, oral or otherwise, expressed
or implied with respect to the subject matter hereof have been made by either
party which are not set forth expressly in this Agreement, other than the
Employment Agreement between Executive and the Company dated July 24, 2000,
which remains in full force and effect.

9. This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original but all of which together will constitute one
and the same agreement.

         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the date first above written.

EXECUTIVE                       THE LUBRIZOL CORPORATION


                                By:
-----------------------            --------------------------
                                     Chief Executive Officer


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