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                                                                 Exhibit (10)(l)
                            THE LUBRIZOL CORPORATION
                                EXECUTIVE COUNCIL
                           DEFERRED COMPENSATION PLAN
                                   As Amended

1. PURPOSE. The purpose of this Executive Council Deferred Compensation Plan
(the "Plan") is to permit a member of the Executive Council (sometimes
hereinafter referred to as the "Member" or as the "Participant") who is employed
by The Lubrizol Corporation (the "Company"), to defer a portion of such Member's
compensation as provided in this Plan.

2. ADMINISTRATION. The Plan shall be administered by the Organization and
Compensation Committee of the Board of Directors of the Company (the
"Committee"). The Committee's interpretation and construction of all provisions
of the Plan shall be binding and conclusive upon all Participants and their
heirs and/or successors.

3.  RIGHT TO DEFER COMPENSATION.

         (a) A Member may, at any time prior to January 1 of a given calendar
year, elect, for one or more future successive calendar years commencing with
the calendar year immediately following the election (each a "Participation
Year"), to defer under the Plan a pre-selected fixed dollar amount or percentage
of such Member's variable compensation, if any (the "deferred compensation"),
under The Lubrizol Corporation Performance Pay Plan ("Performance Pay Plan"),
which such Participant may thereafter be entitled to receive for services
performed during each elected Participation Year.

         (b) The election under this Section 3 shall take effect on the first
day of the first elected Participation Year and such election shall be
irrevocable for any elected Participation Year once such Participation Year
shall have commenced.

         (c) Notwithstanding paragraphs (a) and (b), when an individual Member
first becomes eligible to participate in the Plan, the newly eligible Member may
make the election under this Section 3 to defer the specified compensation for
services to be performed subsequent to the date specified in the election and
for the remainder of the calendar year in which the election under this Section
3 is made, provided that such election is made within 30 days after the date
that the Member is notified of the Member's eligibility.

         (d) All elections under this Plan shall be made by written notice (on a
form provided by the Company) specifying (i) the number of calendar years, one
or more, during which the election shall apply, and (ii) the deferred
compensation, if any, determined under paragraph (a).

         (e) A Participant may designate that the election under this Section 3
shall remain in effect until the Participant, on a prospective basis, withdraws
the election or changes the amount to be deferred. Any notice of the withdrawal
or change in the amount of the election shall be effective on the first day of
the calendar year next following the year on which such notice is given;
provided that, such notice shall not change, alter or terminate the deferral of
the Member's participation in the Performance



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Pay Plan for the year in which such notice of withdrawal or change is given
which, except for the deferral, would be payable in the calendar year next
following the year in which such notice of withdrawal or change is given.
Notwithstanding paragraph (b) and the first sentence of this paragraph (e), any
variable compensation earned after the end of the first month in which a
Participant under this Plan ceases to be a Member, as defined in Section 1, but
continues to be employed by the Company, shall not be deferred, provided
however, the balance in the Participant's Stock Deferral Accounts shall continue
to be held and administered pursuant to the Plan.

         (f) All notices by a Participant under the Plan shall be in writing and
shall be given to the Company's Vice President, Human Resources.

4.  STOCK DEFERRAL ACCOUNTS.

         (a) At the close of business of the day on which the Performance Pay
Plan deferred compensation would have been payable to the Participant in the
absence of the election under the Plan to defer payment thereof, there shall be
credited to a separate Stock Deferral Account for each Participant full and
fractional stock equivalent units ("Units") which shall be established as
hereinafter provided and shall be maintained for each Participant on the
Company's records.

         (b) The number of full and fractional Units that shall be credited to a
separate Stock Deferral Account for a Participant shall be equal to an amount
determined by:

                  (i)      Dividing the Participant's deferred compensation for
                           the applicable Participation Year by the average of
                           the closing price for Lubrizol Common Shares
                           ("Shares") on the New York Stock Exchange ("NYSE")
                           composite transactions reporting system ("composite
                           tape") for each of the ten (10) consecutive trading
                           days commencing on the fourth business day following
                           the release of earnings for such Participation Year;
                           and

                  (ii)     multiplying the quotient determined in subparagraph
                           (i) by 1.25.

         (c) To the extent that, at the time Units are credited to a Stock
Deferral Account of a Participant, any federal, state or local payroll
withholding tax applies (e.g., Medicare withholding tax), the Participant shall
be responsible for the payment of such amount to the Company and the Company
shall promptly remit such amount to the proper taxing authority.

         (d) The amount of deferred compensation used in the formula set forth
in paragraph (b) shall not constitute a sum due and owing to Participant. Such
amount shall be used solely as part of the formula to determine the number of
full and fractional Units.

         (e) As of each dividend payment date established by the Company for the
payment of cash dividends with respect to its Shares, the Company shall credit
each separate Stock Deferral Account of a Participant with an additional number
of whole and/or fractional Units equal to:


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                  (i)      the product of (x) the dividend per Share which is
                           payable with respect to such dividend payment date,
                           multiplied by (y) the number of whole and fractional
                           Units credited to the separate Stock Deferral Account
                           of the Participant as of such payment date;

                                    DIVIDED BY

                  (ii)     the closing price of a Share on the dividend payment
                           date (or if 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.

         (f) At no time prior to actual delivery of Shares pursuant to the Plan
shall the Company be obligated to purchase or reserve Shares for delivery to any
Participant and a Participant shall not be a shareholder or have any of the
rights of a shareholder with respect to the Units credited to each separate
Stock Deferral Account of a Participant.

5.  PAYMENT OF DEFERRED COMPENSATION.

         (a) All Units credited to a separate Stock Deferral Account of
Participant, including dividend equivalents thereon, shall be payable to the
Participant at the end of three years from the first date Units were credited to
such separate Stock Deferral Account of the Participant under Section 4(a);
provided, however, that a Participant may elect once for any calendar year of
deferral, to change the date of distribution to another in-service year or upon
retirement; provided further, that any such modification must be made in writing
at least twelve (12) months prior to the original date of distribution; provided
further, that if a Participant's employment is terminated for any reason other
than retirement or death, the Units credited to each separate Stock Deferral
Account of a Participant as of the Participant's termination of employment date,
including all dividend equivalents thereon, shall be payable to the Participant
within 30 days of such termination of employment.

         (b) All distributions or payments of Units to a Participant shall be
made in Shares equal to the number of whole Units credited to the separate Stock
Deferral Account(s) of the Participant which become payable in accordance with
Section 5(a). Any fractional number of Units shall be paid in cash in lieu of
Shares.

         (c) To the extent that, at the time Shares are distributed to a
Participant, any federal, state or local payroll withholding tax applies, the
Participant shall be responsible for the payment of such amount to the Company
and the Company shall promptly remit such amount to the proper taxing authority.
Such payment may be made in cash, in Shares, or in any combination of cash and
Shares, at the election of the Participant. All elections must be made in
writing and be submitted to the Vice President - Human Resources. If the
Participant elects to satisfy tax withholding with Shares, then such withholding
shall be from those Shares otherwise issuable pursuant to paragraph (b) above,
and shall be such number of Shares that will provide for the federal, state
and/or local income tax at the rates then applicable for supplemental wages,
unless otherwise requested by the Participant, but in no event less than the
statutory minimums for tax withholding. If no election is made prior to the
first distribution of Shares, the Company


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shall withhold a sufficient number of Shares to pay the withholding taxes at the
highest marginal tax rate in effect for such Participant. In no event shall the
withholding be less than the statutory minimum for tax withholding.

(d) In the event a Participant dies prior to receiving payment of the entire
amount in each separate Stock Deferral Account of the Participant, the unpaid
balance shall be paid to such beneficiary as the Participant may have designated
in writing to the Vice President, Human Resources, of the Company as the
beneficiary to receive any such post-death distribution under the Plan or, in
the absence of such written designation, to the Participant's legal
representative or to the beneficiary designated in the Participant's last will
as the one to receive such distributions. Distributions subsequent to the death
of a Participant may be made either in accordance with Section 5(a) and (b) or
earlier, as determined by the Committee.

         (e) To the extent the Committee deems necessary, the Shares distributed
to a Participant pursuant to Section 5(a) and (b) or 6(a) or to a successor
pursuant to Section 5(d) may contain such restrictions on the right of immediate
transfer as the Committee may reasonably determine.

6.  ACCELERATION OF PAYMENTS.

         (a) The Committee may accelerate the distribution of part or all of one
or more of a Participant's separate Stock Deferral Accounts for reasons of
severe financial hardship. For purposes of the Plan, severe financial hardship
shall be deemed to exist in the event the Committee determines that a
Participant needs a distribution to meet immediate and heavy financial needs
resulting from a sudden or unexpected illness or accident of the Participant or
a member of the Participant's family, loss of the Participant's property due to
casualty, or other similar extraordinary and unforeseeable circumstance arising
as a result of events beyond the control of the Participant. A distribution
based on financial hardship shall not exceed the amount required to meet the
immediate financial need created by the hardship.

7. NON-ASSIGNABILITY. None of the rights or interests in any of the
Participant's separate Stock Deferral Accounts shall, at any time prior to
actual payment or distribution pursuant to the Plan, be assignable or
transferable in whole or in part, either voluntarily or by operation of law or
otherwise, and such rights and interest shall not be subject to payment of debts
by execution, levy, garnishment, attachment, pledge, bankruptcy or in any other
manner; provided that, upon the occurrence of any such assignment or transfer or
the attempted assignment or transfer, all payments under Section 5 shall be
payable in the sole and unrestricted judgment and discretion of the Committee,
as to time and amount, and shall be distributable to the person who would have
received the payment but for this Section 7 only at such time or times and in
such amounts as the Committee, from time to time, and in its sole and
unrestricted judgment and discretion, shall determine. Should an event covered
by this Section 7 occur prior to the death of a Participant, the balance, if
any, in each of the Participant's Stock Deferral Accounts shall, after such
death, be thereafter distributed as provided in Section 5(d) subject to the
provisions of this Section 7.

8. INTEREST OF PARTICIPANT. The Company shall be under no obligation to
segregate or reserve any funds or other assets for purposes relating to the Plan
and, except as set

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forth in this Plan, no Participant shall have any rights whatsoever in or with
respect to any funds or other assets held by the Company for purposes of the
Plan or otherwise. Each Participant's separate Stock Deferral Accounts
maintained for purposes of the Plan merely constitutes a bookkeeping entry on
records of the Company, constitutes the unsecured promise and obligation of the
Company to make payments as provided herein, and shall not constitute any
allocation whatsoever of any cash or other assets of the Company or be deemed to
create any trust or special deposit with respect to any of the Company's assets.
Notwithstanding the foregoing provisions, nothing in this Plan shall preclude
the Company from setting aside Shares or funds in trust pursuant to one or more
trust agreements between a trustee and the Company. However, no Participant
shall have any secured interest or claim in any assets or property of the
Company or any such trust and all Shares or funds contained in such trust shall
remain subject to the claims of the Company's general creditors.

9. MISCELLANEOUS. In the event of any change in the number of outstanding Shares
by reason of any stock dividend, stock split up, recapitalization, merger,
consolidation, exchange of shares or other similar corporate change, the number
of Units credited to each separate Stock Deferral Account of a Participant shall
be appropriately adjusted to take into account any such event.

10. AMENDMENT. The Board of Directors of the Company, or the Organization and
Compensation Committee, may, from time to time, amend or terminate the Plan,
provided that no such amendment or termination of the Plan shall adversely
affect any Stock Deferral Account of a Participant as it existed immediately
before such amendment or termination or the manner of distribution thereof,
unless such Participant shall have consented thereto in writing. Notice of any
amendment or termination of the Plan shall be given promptly to all
Participants.

11. PLAN IMPLEMENTATION. This Plan is adopted and effective as of the 1st day of
January, 1997, amended effective November 23, 1998, amended effective September
27, 1999, amended effective February 29, 2000, amended effective March 11, 2000
and amended effective February 26, 2001.


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