Exhibit 10.26INDEMNIFICATIONAGREEMENT     This Agreement made this ___th day of ___, ___, between The LubrizolCorporation, an Ohio corporation (the “Company”) and ___, a director, officer, employee orrepresentative (as hereinafter defined) of the Company (the “Indemnitee”);     WHEREAS, the Company and the Indemnitee are each aware of the exposure to litigation ofdirectors, officers, employees and representatives of the Company as such persons exercise theirduties to the Company;     WHEREAS, the Company and the Indemnitee are also aware of conditions in the insurance industrythat have affected and may continue to affect the Company’s ability to obtain appropriate liabilityinsurance on an economically acceptable basis;     WHEREAS, the Company desires to continue to benefit from the services of highly qualified,experienced and otherwise competent persons such as the Indemnitee;     WHEREAS, the Indemnitee desires to serve or to continue to serve the Company as a director,officer, employee and/or as a director, officer, trustee or other fiduciary of another corporation,joint venture, trust or other enterprise in which the Company has a direct or indirect ownershipinterest, for so long as the Company continues to provide on an acceptable basis adequate andreliable indemnification against certain liabilities and expenses which may be incurred by theIndemnitee.     NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants hereincontained, the parties hereto agree as follows:1. Indemnification     The Company shall indemnify the Indemnitee with respect to his activities as a director,officer or employee of the Company and/or as a person who is serving or has served on behalf of theCompany (“representative”) as a director, officer, trustee or other fiduciary of anothercorporation, joint venture, trust or other enterprise, domestic or foreign, in which the Companyhas a direct or indirect ownership interest (an “affiliated entity”) against expenses (including,without limitation, attorneys’ fees, judgments, fines, and amounts paid in settlement) actually andreasonably incurred by him (“Expenses”) in connection with any claim against Indemnitee which isthe subject of any threatened, pending, or completed action, suit, or proceeding, whether civil,criminal, administrative, investigative or otherwise and whether formal or informal (a“Proceeding”), to which Indemnitee was, is, or is threatened to be made a party by reason of factswhich include Indemnitee’s being or having been such a director, officer, employee orrepresentative, to the extent of the highest and most advantageous to the Indemnitee, as determinedby the Indemnitee, of one or any combination of the following:(a) The benefits provided by the Company’s Code of Regulations in effect on the date hereof, acopy of the relevant portions of which are attached hereto as Exhibit I;
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(b) The benefits provided by the Articles of Incorporation, Code of Regulations, or By-laws ortheir equivalent of the Company in effect at the time Expenses are incurred by Indemnitee; (c) The benefits allowable under Ohio law in effect at the date hereof; (d) The benefits allowable under the law of the jurisdiction under which the Company exists atthe time Expenses are incurred by the Indemnitee; (e) The benefits available under liability insurance obtained by the Company; and (f) Such other benefits as are or may be otherwise available to Indemnitee.     Combination of two or more of the benefits provided by (a) through (f) shall be available tothe extent that the Applicable Document, as hereafter defined, does not require that the benefitsprovided therein be exclusive of other benefits. The document or law providing for the benefitslisted in items (a) through (f) above is called the “Applicable Document” in this Agreement.Company hereby undertakes to use its best efforts to assist Indemnitee, in all proper and legalways, to obtain the benefits selected by Indemnitee under items (a) through (f) above. For purposesof this Agreement, references to “other enterprises” shall include employee benefit plans foremployees of the Company or of any affiliated entity without regard to ownership of such plans;references to “fines” shall include any excise taxes assessed on the Indemnitee with respect to anyemployee benefit plan; references to “serving or has served on behalf of the Company” shall includeany service as a director, officer, employee or agent of the Company which imposes duties on, orinvolves services by, the Indemnitee with respect to an employee benefit plan, its participants orbeneficiaries; references to the masculine shall include the feminine; references to the singularshall include the plural and viceversa; and if the Indemnitee acted in good faithand in a manner he reasonably believed to be in the interest of the participants and beneficiariesof an employee benefit plan he shall be deemed to have acted in a manner consistent with thestandards required for indemnification by the Company under the Applicable Documents.2. Insurance     The Company shall maintain directors’ and officers’ or other similar liability insurance forso long as Indemnitee’s services are covered hereunder, provided and to the extent that suchinsurance is available on a basis acceptable to the Company. However, the Company agrees that theprovisions hereof shall remain in effect regardless of whether liability or other insurancecoverage is at any time obtained or retained by the Company; except that any payments in fact madeto Indemnitee under an insurance policy obtained or retained by the Company shall reduce theobligation of the Company to make payments hereunder by the amount of the payments made under anysuch insurance policy.3. PaymentofExpenses     At Indemnitee’s request, after receipt of written notice pursuant to Section 6 hereof and anundertaking in the form of Exhibit II attached hereto by or on behalf of Indemnitee to repay such
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amounts so paid on Indemnitee’s behalf if it shall ultimately be determined under the ApplicableDocument that Indemnitee is not entitled to be indemnified by the Company for such Expenses, theCompany shall pay the Expenses as and when incurred by Indemnitee. That portion of Expenses whichrepresents attorneys’ fees and other costs incurred in defending any Proceeding shall be paid bythe Company within thirty (30) days of its receipt of such request, together with reasonabledocumentation (consistent, in the case of attorneys’ fees, with Company practice in payment oflegal fees prior to a Change in Control, as hereafter defined) evidencing the amount and nature ofsuch Expenses, subject to its also having received such a notice and undertaking.4. Escrow     The Company shall dedicate up to an aggregate of SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS($7,500,000) as collateral security for the initial funding of its obligations hereunder and undersimilar agreements with other directors, officers, employees and representatives by depositingassets or bank letters of credit in escrow or reserving lines of credit that may be drawn down byan escrow agent in the dedicated amount (the “Escrow Reserve”); provided, however, that the termsof any such Escrow reserve may provide that the cash, securities or letter or line of creditavailable therefor shall only be utilized for the indemnification or advancement of expensesprovided for herein in the event that there shall have occurred within the preceding five (5) yearsa Change in Control of the Company, as defined below. The Company shall promptly provide Indemniteewith a true and complete copy of the agreement relating to the establishment and operation of theEscrow Reserve, together with such additional documentation or information with respect to theescrow as Indemnitee may from time to time reasonably request. The Company shall promptly deliveran executed copy of the Agreement to the escrow agent for the Escrow Reserve to evidence to thatagent that Indemnitee is a beneficiary of that Escrow Reserve and shall deliver to Indemnitee theescrow agent’s signed receipt evidencing that delivery. For purposes of this Agreement, a “Changein Control” of the Company shall have occurred if at any time during the Term (as hereafterdefined) any of the following events shall occur:(a) The Company is merged or consolidated with another corporation and as a result of such mergeror consolidation less than 80% of the outstanding voting securities of the surviving orresulting corporation are owned in the aggregate by the shareholders of the Company,immediately prior to such merger or consolidation; (b) There is a report filed on Scheduled 13D or Schedule 14D-l (or any successor schedule, form,or report) each as promulgated pursuant to the Securities Exchange Act of 1934, as amended(“Exchange Act”) disclosing the acquisition of 20% or more of the voting stock of the Companyin a transaction or series of transactions by any person (as the term “person” is used inSection 13(d)(3) or Section 14(d)(2) of the Exchange Act); (c) The Company shall file a report or proxy statement with the Securities and ExchangeCommission pursuant to the Exchange Act disclosing in response to Item 1 of Form 8-Kthereunder or Item 5(f) of Schedule 14A thereunder (or any similar item of a successorschedule, form or report) that a Change in Control of the Company has or may have occurred orwill or may occur in the future pursuant to any then-existing contract or transaction; or
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(d) During any period of twenty-four (24) consecutive months, individuals who at the beginning ofany such period constitute the directors of the Company cease for any reason to constitute atleast a majority thereof unless the election, or the nomination for election by the Company’sshareholders, of each new director of the Company was approved by a vote of at leasttwo-thirds of the directors of the Company then still in office who were directors of theCompany at the beginning of any such period.5. AdditionalRights     The indemnification provided in this Agreement shall not be exclusive of any otherindemnification or right to which Indemnitee may be entitled and shall continue after Indemniteehas ceased to occupy a position as an officer, director, employee or representative as described inParagraph 1 above with respect to Proceedings relating to or arising out of Indemnitee’s acts oromissions during his service in such position.6. NoticetoCompany     Indemnitee shall provide to the Company prompt written notice of any Proceeding brought,threatened, asserted or commenced against Indemnitee with respect to which Indemnitee may assert aright to indemnification hereunder; provided that failure to provide such notice shall not in anyway limit Indemnitee’s rights under this Agreement.7. CooperationinDefenseandSettlement     Indemnitee shall not make any admission or effect any settlement without the Company’s writtenconsent unless Indemnitee shall have determined to undertake her own defense in such manner and haswaived the benefits of this Agreement. The Company shall not settle any Proceeding to whichIndemnitee is a party in any manner which would impose any Expense on Indemnitee without hiswritten consent. Neither Indemnitee nor the Company will unreasonably withhold consent to anyproposed settlement. Indemnitee and the Company shall cooperate to the extent reasonably possiblewith each other and with the Company’s insurers, in attempts to defend and/or settle suchProceeding.8. AssumptionofDefense     Except as otherwise provided below, to the extent that it may wish, the Company jointly withany other indemnifying party similarly notified will be entitled to assume Indemnitee’s defense inany Proceeding, with counsel mutually satisfactory to Indemnitee and the Company. After noticefrom the Company to Indemnitee of the Company’s election so to assume such defense, the Companywill not be liable to Indemnitee under this Agreement for Expenses subsequently incurred byIndemnitee in connection with the defense thereof other than reasonable costs of investigation oras otherwise provided below. Indemnitee shall have the right to employ counsel in such Proceeding,but the fees and expenses of such counsel incurred after notice from the Company of its assumptionof the defense thereof shall be at Indemnitee’s expense unless:(a) The employment of counsel by Indemnitee has been authorized by the Company;
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(b) Counsel employed by the Company initially is unacceptable or later becomes unacceptable toIndemnitee and such unacceptability is reasonable under then existing circumstances; (c) Indemnitee shall have reasonably concluded that there may be a conflict of interest betweenIndemnitee and the Company in the conduct of the defense of such Proceeding; or (d) The Company shall not have employed counsel promptly to assume the defense of suchProceeding, in each of which cases the fees and expenses of counsel shall be at the expense ofthe Company and subject to payment pursuant to this Agreement. The Company shall not beentitled to assume the defense of Indemnitee in any Proceeding brought by or on behalf of theCompany or as to which Indemnitee shall have made either of the conclusions provided for inclauses (b) or (c) above.9. Enforcement     In the event that any dispute or controversy shall arise under this Agreement betweenIndemnitee and the Company with respect to whether the Indemnitee is entitled to indemnification inconnection with any Proceeding or with respect to the amount of Expenses incurred, then withrespect to each such dispute or controversy Indemnitee may seek to enforce the Agreement throughlegal action or, at Indemnitee’s sole option and request, through arbitration. If arbitration isrequested, such dispute or controversy shall be submitted by the parties to binding arbitration inthe City of Cleveland, State of Ohio, before a single arbitrator agreeable to both parties;provided that indemnification in respect of any claim, issue or matter in a Proceeding broughtagainst Indemnitee by or in the right of the Company and as to which Indemnitee shall have beenadjudged to be liable for negligence or misconduct in the performance of her duty to the Companyshall be submitted to arbitration only to the extent permitted under the Company’s Code ofRegulations and applicable law then in effect. If the parties cannot agree on a designatedarbitrator within 15 days after arbitration is requested in writing by either of them, thearbitration shall proceed in the City of Cleveland, State of Ohio, before an arbitrator appointedby the American Arbitration Association. In either case, the Arbitration proceeding shall commencepromptly under the rules then in effect of that Association and the arbitrator agreed to by theparties or appointed by that Association shall be an attorney other than an attorney who has, or isassociated with a firm having associated with it an attorney which has been retained by orperformed services for the Company or Indemnitee at any time during the five years preceding thecommencement of arbitration. The award shall be rendered in such form that judgment may be enteredthereon in any court having jurisdiction thereof. The prevailing party shall be entitled to promptreimbursement of any costs and expenses (including, without limitation, reasonable attorneys’ fees)incurred in connection with such legal action or arbitration; provided that Indemnitee shall not beobligated to reimburse the Company unless the arbitrator or court which resolves the disputedetermines that Indemnitee acted in bad faith in bringing such action or arbitration.
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10. Exclusions     Notwithstanding the scope of indemnification which may be available to Indemnitees from timeto time under any Applicable Document, no indemnification, reimbursement or payment shall berequired of the Company hereunder with respect to:(a) Any claim or any part thereof as to which Indemnitee shall have been adjudged by a court ofcompetent jurisdiction from which no appeal is or can be taken to have acted in willfulmisfeasance, or willful disregard of his duties, except to the extent that such court shalldetermine upon application that, despite the adjudication of liability, but in view of all thecircumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for suchexpenses as the court shall deem proper; (b) Any claim or any part thereof arising under Section 16(b) of the Exchange Act pursuant towhich Indemnitee shall be obligated to pay any penalty, fine, settlement or judgment; (c) Any obligation of Indemnitee based upon or attributable to the Indemnitee gaining in fact anypersonal gain, profit or advantage to which he was not entitled; or (d) Any Proceeding initiated by Indemnitee without the consent or authorization of the Board ofDirectors of the Company, provided that this exclusion shall not apply with respect to anyclaims brought by Indemnitee to enforce his rights under this Agreement or in any Proceedinginitiated by another person or entity whether or not such claims were brought by Indemniteeagainst a person or entity who was otherwise a party to such Proceeding.Nothing in this Section 10 shall eliminate or diminish Company’s obligations to advance thatportion of Indemnitee’s Expenses which represent attorneys’ fees and other costs incurred indefending any Proceeding pursuant to Section 3 of this Agreement.11. ExtraordinaryTransactions     The Company covenants and agrees that, in the event of any merger, consolidation orreorganization in which the Company is not the surviving entity, any sale of all or substantiallyall of the assets of the Company or any liquidation of the Company (each such event is hereinafterreferred to as an extraordinary transaction ), the Company shall:(a) Have the obligations of the Company under this Agreement expressly assumed by the survivor,purchaser or successor, as the case may be, in such extraordinary transaction; or (b) Otherwise adequately provide for the satisfaction of the Company’s obligations under thisAgreement, in a manner acceptable to Indemnitee.12. NoPersonalLiability     Indemnitee agrees that neither the Directors nor any officer, employee, representative oragent of the Company shall be personally liable for the satisfaction of the Company’s obligationsunder this Agreement, and Indemnitee shall look solely to the assets of the Company and the escrowreferred to in Section 4 hereof for satisfaction of any claims hereunder.
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13. Severability.     If any provision, phrase, or other portion of this Agreement should be determined by any courtof competent jurisdiction to be invalid, illegal or unenforceable, in whole or in part, and suchdetermination should become final, such provision, phrase or other portion shall be deemed to besevered or limited, but only to the extent required to render the remaining provisions and portionsof the Agreement enforceable, and the Agreement as thus amended shall be enforced to give effect tothe intention of the parties insofar as that is possible.14. Subrogation     In the event of any payment under this Agreement, the Company shall be subrogated to theextent thereof to all rights to indemnification or reimbursement against any insurer or otherentity or person vested in the Indemnitee, who shall execute all instruments and take all otheractions as shall be reasonably necessary for the Company to enforce such rights.15. GoverningLaw     The parties hereto agree that this Agreement shall be construed and enforced in accordancewith and governed by the laws of the State of Ohio.16. Notices     All notices, requests, demands and other communications hereunder shall be in writing andshall be considered to have been duly given if delivered by hand and receipted for by the party towhom the notice, request, demand or other communication shall have been directed, or mailed bycertified mail, return receipt requested, with postage prepaid:                    (a) If to the Company, to: THE LUBRIZOL CORPORATION29400 Lakeland BoulevardWickliffe, Ohio 44092-2298Attention: General Counsel             (b) If to Indemnitee, to:                 29400 Lakeland BoulevardWickliffe, Ohio 44092-2298    or to such other or further address as shall be designated from time to time by the Indemnitee orthe Company to the other.17. Termination     This Agreement may be terminated by either party upon not less than sixty (60) days priorwritten notice delivered to the other party, but such termination shall not in any way diminish theobligations of Company hereunder (including the obligation to maintain the escrow referred to inSection 4 hereof) with respect to Indemnitee’s activities prior to the effective date oftermination.
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18. Amendments     This Agreement and the rights and duties of Indemnitee and the Company hereunder may not beamended, modified or terminated except by written instrument signed and delivered by the partieshereto. This Agreement is and shall be binding upon and shall inure to the benefits of the partiesthereto and their respective heirs, executors, administrators, successors and assigns.     IN WITNESS WHEREOF, the undersigned have executed this Agreement in triplicate as of the datefirst above written.              INDEMNITEE THE LUBRIZOL CORPORATION       By   By                Title: Title: Chief Executive Officer
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**EXHIBIT I**