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WITNESSETH
       A.
    
    15,000 Lubrizol Common Shares issued in the lump sum between January 2, 2008
and March 15, 2008.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 (SORP) 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. Any additional
payments made by the Company shall be made in the same form and time as payments made
under the SORP
    A.
    
    The Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation, reorganization or otherwise) to all or




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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 3(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 3(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 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.
    2




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EXECUTIVE
    
    
    
    THE LUBRIZOL CORPORATIONBy:Chief Executive Officer
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