Exhibit 10.8THE LUBRIZOL CORPORATIONSenior Management Deferred Compensation Plan(As Amended and Restated January 1, 2008)1. Purpose. The purpose of this Senior Management Deferred Compensation Plan (the “Plan”)is to permit an a person who is an officer (as identified by the Company for Section 16 purposesunder the Securities Exchange Act of 1934) of The Lubrizol Corporation (the “Company”) or, foramounts earned in 2005, who was an officer of the Company during 2004, or effective January 1,2006, who is selected to participate in the Plan by the Organization and Compensation Committee ofthe Board of Directors of the Company (“Committee”), (hereinafter referred to as the“Participant”), who wishes, to defer a portion of such Participant’s compensation earned incalendar years beginning on or after January 1, 2005, as provided in the Plan. Notwithstanding anyprovision to the contrary, prior to January 1, 2006, for purposes of this Plan, an “officer” or“Participant” does not include any employee of Noveon, Inc. or its affiliates.2. Administration. The Plan shall be administered by the Committee. The Committee’sinterpretation and construction of all provisions of the Plan shall be binding and conclusive uponall Participants and their heirs and/or successors.3. Right to Defer Compensation.     (a) A Participant of the Company may, at any time prior to January 1 of a given calendar year,elect, for the calendar year, to defer under the Plan a pre-selected amount of such Participant’scompensation specified in paragraph (c) below, which such Participant may thereafter be entitled toreceive for services performed during such elected calendar year. Notwithstanding the foregoing,if allowed by the Company, at any time up to six months prior to the payment of performance-basedlong-term incentive compensation, a Participant may elect to defer under the Plan a pre-selectedamount of such compensation specified in (c)(iii) below, provided however, that any such electionshall only be made in accordance with Section 409A of the Internal Revenue Code of 1986, as amendedand the regulations thereunder.     (b) The election under Section 3(a) shall take effect on the first day of the calendar yearfollowing the date on which the election is made and such election shall be irrevocable for anyelected calendar year after such elected calendar year shall have commenced.     (c) A Participant may elect to defer up to 90 percent of one or more of the following: (i) Base salary; (ii) Annual incentive pay, if any. (iii) Stock compensation from the long term incentive plan, ifany. (iv) Stock compensation pursuant to an employment agreement datedas of January 1, 2003
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provided, however, that the actual amount deferred will be the elected amount less any applicablewithholding taxes.     (d) Notwithstanding paragraphs (a), (b) and (c), the first year a Participantbecomes eligible to participate in the Plan, he may make an initial deferral election within 30days after he becomes eligible to participate but only with respect to compensation paid forservices performed after the election.     (e) At the time elections are made pursuant to paragraphs (a) or (d), and in addition to theprovisions of paragraphs (a) through (d), a Participant may elect to defer that portion or all ofthe Participant’s cash and/or stock compensation (i) described in paragraph (c) and/or (ii) anyother plan or program that provides for cash or stock compensation, to the extent that such amountswould otherwise be nondeductible by the Company pursuant to Section 162(m) of the Internal RevenueCode of 1986, as amended. For purposes of the preceding sentence, the amount to be deferred withrespect to any compensation plans payable in Company shares shall be determined by taking intoconsideration any fixed cash compensation to be received subsequent to the date on which shares aredistributable under such program. Notwithstanding any other provision of this Plan, deferralsunder this paragraph (e) shall be distributable only six (6) months after the Participant separatesfrom service in accordance with Section 6.     (f) All elections under this Plan shall be made by written notice delivered to the VicePresident, Human Resources, of the Company specifying (i) the portion, if any, determined underparagraph (c), of each category of the Participant’s compensation to be deferred for a year, asdescribed above, (ii), if applicable, the time of distribution, and (iii) the payment option asprovided in Section 6 for distributions.     (g) Notwithstanding paragraph (f), any compensation earned after the end of the first month inwhich a Participant under this Plan no longer is a Participant, as defined in Section 1, butcontinues to be employed by the Company, shall not be deferred, provided however, the balance inthe Participant’s Deferral Accounts shall continue to be held and administered pursuant to thePlan; provided further that the provisions of this paragraph (g) shall not apply for amounts earnedin 2005.4. Deferral of Cash Compensation.     (a) On the date the cash compensation (and effective January 1, 2008, stock compensation)deferred under the Plan would have become payable to the Participant in the absence of an electionunder the Plan to defer payment thereof, the amount of such deferred compensation shall be creditedto a Stock Deferral Account and/or any of the Cash Deferral Account investment portfoliosdesignated as available by the Committee from time to time. All Deferral Accounts shall beestablished and maintained for each Participant in the Company’s accounting books and records andthe Company shall be under no obligation to purchase any investments designated by the Participant.To the extent that, at the time amounts are credited to a Participant’s Deferral Accounts, anyfederal, state or local payroll withholding tax applies (e.g., Medicare withholding tax), theParticipant shall be responsible for the payment of such amount to the Company and the Companyshall promptly remit such amount to the proper taxing authority.     (b) Participant’s Cash Deferral Accounts shall be credited with any gains or losses equal tothose generated as if the Participant’s Cash Deferral Account balances had been invested in theapplicable investment portfolio(s) selected by the Participant
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     (c) A Participant’s deferred cash compensation (and effective for deferrals after January 1,2008, stock compensation) credited to a Participant’s Stock Deferral Account shall be used todetermine the number of full and fractional units (“Units”) representing Company Common Shares(“Shares”) which the deferred amount would purchase at the closing price for the Shares on the NewYork Stock Exchange (“NYSE”) composite transactions reporting system on the date that the deferredamount is credited pursuant to paragraph (a) and if Shares were not traded on that date on theNYSE, then such computation shall be made as of the first preceding day on which Shares were sotraded. The Company shall credit the Participant’s Stock Deferral Account with the number of fulland fractional Units so determined. A Participant’s Stock Deferral Account shall be administeredin accordance with Section 5(b) through (e).     (d) A Participant may elect pursuant to rules established by the Committee to transfer aportion or all of the balance of any Deferral Account established under this Section 4 to any othersuch Deferral Account.     (e) Notwithstanding the foregoing, a Participant may elect to have any portion or all of theParticipant’s cash deferrals credited to any of the Deferral Accounts listed in paragraph (a) andmay transfer balances in accordance with paragraph (d) provided that the Participant is considered,in the judgment of the Chief Executive Officer of the Company, to be on plan to meet theParticipant’s Company Share ownership guideline. Otherwise, a Participant must elect that at least50% of any cash compensation (and effective January 1, 2008, stock compensation) deferral hereunderbe credited to a Stock Deferral Account and may not transfer any portion of the balance of theStock Deferral Account to another Deferral Account.5. Deferral of Stock Compensation.     (a) Prior to January 1, 2008, at the time that Shares are distributable to a Participant, whohas elected to defer the receipt thereof under Section 3(c) or (e), in lieu of Shares being issued,there shall be credited to a separate Stock Deferral Account for the Participant, full stockequivalent units (“Units”) which shall be established and maintained on the Company’s records. OneUnit shall be allocated to the Stock Deferral Account for each such Share. The balance of a StockDeferral Account established under this Section 5(a) pursuant to deferrals under Section 3(c)(iii)or (iv) may not be transferred to any other Deferral Account.     (b) As of each dividend payment date established by the Company for the payment of cashdividends with respect to its Shares, the Company shall credit each separate Stock Deferral Accountof a Participant with an additional number of whole and/or fractional Units equal to: (i) the product of (x) the dividend per Share which is payablewith respect to such dividend payment date, multiplied by (y) the number ofwhole and fractional Units credited to the separate Stock Deferral Account ofa Participant as of such payment date;divided by (ii) The closing price of a Share on the dividend payment date (orif Shares were not traded on that date, on the next preceding day on which Shares were so traded), as reported on the NYSE-composite tape.
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     (c) At no time prior to actual delivery of Shares pursuant to the Plan, shall the Company beobligated to purchase or reserve Shares for delivery of a Participant and the Participant shall notbe a shareholder nor have any of the rights of a shareholder with respect to the Units credited tothe Participant’s Stock Deferral Accounts.     (d) To the extent that, at the time Units are credited to a Stock Deferral Account of aParticipant, any federal, state or local payroll withholding tax applies (e.g., Medicarewithholding tax), the Participant shall be responsible for the payment of such amount to theCompany and the Company shall promptly remit such amount to the proper taxing authority.     (e) In the event of any change in the number of outstanding Shares by reason of any stockdividend, stock split up, recapitalization, merger, consolidation, exchange of shares or othersimilar corporate change, the number of Units in each separate Stock Deferral Account of aParticipant shall be appropriately adjusted to take into account any such event.6. Payment of Deferred Compensation.     (a) In the event a Participant separates from service prior to commencing to receive scheduledwithdrawal payments of the Participant’s Deferral Accounts, such scheduled withdrawal payments, ifany, that have not commenced pursuant to Section 7, and the amount selected by the Participant tobe paid upon a separation from service, shall be paid to the Participant in: (i) a single lump sum;(ii) annual, semi-annual or quarterly substantially equal installments over a period, not exceedingtwenty (20) years; or (iii) a specific percentage in a lump sum followed by annual, semi-annual orquarterly substantially equal periodic installments over a period, not exceeding twenty (20) years,as the Participant shall have selected pursuant to Section 3(f). Such periodic payments shallbegin or the lump sum payment shall be made, as the case may be, from the Participant’s DeferralAccounts, at such time, within 60 days after not less than six (6) nor more than twelve (12) monthsafter the Participant’s separation from service, as the Participant shall have selected pursuant toSection 3(f); provided, however, that if Participant has not selected a payment option with respectto payment upon a separation from service, such amounts shall be paid in a lump sum within 60 daysafter the six-month anniversary after Participant’s separation from service. Installment paymentsmade after the first installment or lump sum payment, as the case may be, will be made on theannual, semi-annual or quarterly anniversary of the first installment or lump sum payment, as thecase may be, as elected pursuant to Section 3(f). Notwithstanding the foregoing, a Participant mayelect not less than twelve (12) months prior to the Participant’s separation from service, tochange the time or form of distribution of the Participant’s Deferral Accounts upon a separationfrom service; provided, however that any such change shall be invalid if the effect of such changeis to accelerate distribution; provided, further that upon any such change, the distribution shallbe paid at least five (5) years after the date originally selected pursuant to Section 3(f).     (b) The amount of each installment payable to a Participant from the Participant’s CashDeferral Accounts shall be determined by dividing the aggregate balance of such Participant’s Cash Deferral Accounts by the number of periodic installments(including the current installment) remaining to be paid. Until a Participant’s Cash DeferralAccounts has been completely distributed, the balance thereof remaining, from time to time, shallbe credited with gains and losses on a monthly basis as provided in