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 a single lump-sum payment payable within
60 days following the later of six months following Executives separation from
service or the beginning of the calendar year following the calendar year in which the
Executive separated from service. Notwithstanding the foregoing, the amount provided
under this Section 1.C. will be at least $100,000 as of January 2, 2009, provided
Executive signs a General Release provided by the Company. The Executive will become
vested in the benefits provided under this paragraph C, upon the earliest of the
following events: his reaching age 55; his death; his becoming disabled and receiving
benefits pursuant to the Companys long-term disability plan; or a Change in Control
as that term is defined in Section 1.D hereunder.




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D.
    
    The term Change in Control shall mean the occurrence of any of the
following events:
        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.
 2




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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.
      3




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EXECUTIVE


    THE LUBRIZOL CORPORATION/s/
Donald W. Bogus

    By:

/s/
James L. HambrickChief Executive Officer 4