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                                                                 Exhibit (10)(i)


                            THE LUBRIZOL CORPORATION
                        DEFERRED STOCK COMPENSATION PLAN
                              FOR OUTSIDE DIRECTORS

                                                    Adopted:  September 17, 1991
                                                    Amended:  September 27, 1993
                                                       Amended:  October 1, 1995
                                                    Amended:  September 27, 1999
                                                     Amended:  February 28, 2000

1.       PURPOSE. The Lubrizol Corporation (the "Company") hereby establishes
         its Deferred Stock Compensation Plan for Outside Directors (the "Plan")
         in order to promote the interests of the Company and its shareholders
         by having a portion of the total compensation payable to its outside
         directors be deferred and paid in the form of common shares of the
         Company, thereby increasing each Director's beneficial ownership of
         Company common shares as well as each Director's proprietary interest
         in the Company.

2.       EFFECTIVE DATE.  The effective date of the plan is October 1, 1991.

3.       COMMON SHARE UNITS. In addition to the cash compensation otherwise
         payable to each outside director of the Company, the Company shall
         establish and maintain a Deferred Stock Account for and in the name of
         each outside director. Subject to the provisions of Section 10, on the
         first day of October in each calendar year, the Company shall credit
         500 common share units ("Units") to the Deferred Stock Account of each
         person who is an outside director of the Company on said date.

4.       DIVIDEND EQUIVALENTS. As of each dividend payment date declared with
         respect to the Company's common shares, the Company shall credit the
         Deferred Stock Account of each director with an additional number of
         Units equal to:

         (a)      the product of (i) the dividend per common share of the
                  Company which is payable with respect to such dividend payment
                  date, multiplied by (ii) the number of Units credited to the
                  director's Deferred Stock Account as of such dividend payment
                  date;

                                   divided by
                                   ----------

         (b)      the closing price of a common share of the Company on the
                  dividend payment date (or if such stock was not traded on that
                  date, on the next preceding date on which such common shares
                  were traded), as reported by the New York Stock Exchange -
                  Composite Transactions Reporting System.

5.       DISTRIBUTION OF COMMON SHARES

         (a)      Each director, or, in the event of death, his/her beneficiary,
                  shall be entitled to receive one common share of the Company
                  (a "Share" or "Shares") for each



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                  Unit credited to his/her Deferred Stock Account, payable at
                  such time or times as hereinafter provided. Once a Share has
                  been distributed with respect to a Unit, that Unit shall be
                  canceled.

         (b)      Unless otherwise elected by the director in accordance with
                  the provisions of Section 5(c), all Shares shall be
                  distributed to the director or beneficiary, as the case may
                  be, on the first day of the month following the date on which
                  the director ceases to be a director for any reason.

         (c)      At any time prior to the first time that the Company credits
                  Units to the director's Deferred Stock Account, the director
                  may irrevocably elect to have all Shares to which the director
                  will be entitled under this Plan distributed to him/her (or in
                  the event of his/her death, the director's designated
                  beneficiary) in ten or fewer annual installments commencing on
                  the first day of the month following the date on which such
                  director ceases to be a director of the Company for any
                  reason. The number of Shares to be distributed with each
                  installment shall be equal to the nearer whole number obtained
                  by dividing the number of Units then credited to the
                  director's Deferred Stock Account by the number of unpaid
                  installments.

         (d)      Units with respect to which no distribution of Shares has yet
                  occurred shall continue to be held in the director's Deferred
                  Stock Account and credited with dividend equivalents in
                  accordance with Section 4.

6.       BENEFICIARY DESIGNATION

         (a)      Each director may, from time to time, by writing filed with
                  the Company, designate any legal or natural person or persons
                  (who may be designated contingently or successively) to whom
                  Shares attributable to the director's Units are to be
                  distributed if the director dies prior to having received all
                  of such Shares to which he/she is entitled under Section 5. A
                  beneficiary designation will be effective only if the signed
                  form is filed with the Company while the director is alive and
                  will cancel all beneficiary designation forms filed earlier.

         (b)      To the extent that a director fails to designate a beneficiary
                  or beneficiaries as provided in this Section 6, or if all
                  designated beneficiaries die before the director or before the
                  distribution of all Shares attributable to the director's
                  Units, all remaining Shares attributable to such Units shall
                  be distributed to the estate of the director as soon as
                  practicable after such death.

7.       ACCELERATION OF SHARE DISTRIBUTIONS. The Company may accelerate the
         distribution of Shares with respect to Units credited to the Deferred
         Stock Account of any director for reasons of severe financial hardship.
         For purposes of this Plan, severe financial hardship shall be deemed to
         exist in the event the Company determines that a director needs a
         distribution to meet immediate and heavy financial needs resulting from
         a sudden or unexpected illness or accident of the director or a member
         of his/her family, loss of the director's property due to casualty, or
         other similar extraordinary and unforeseeable circumstances arising as
         a result of events beyond the control of the director. A distribution
         based on financial hardship shall not exceed the amount required to
         meet the immediate financial need created by the hardship.



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8.       TRANSFERABILITY. The interests of any director or beneficiary under the
         Plan are not subject to the claims of the director's creditors and may
         not otherwise be voluntarily or involuntarily assigned, alienated or
         encumbered.

9.       INTEREST OF DIRECTOR. 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 forth in this Plan, no director 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
         director's Deferred Stock Account 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 director 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.

10.      CHANGES IN SHARES. 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 to be credited in
         accordance with Section 3, the number of Units held in the director's
         Deferred Stock Account and the Shares to be distributed in accordance
         with this Plan shall be appropriately adjusted to take into account any
         such event.

11.      SUCCESSORS. This Plan shall be binding upon any assignee or successor
         in interest to the Company whether by merger, consolidation or sale of
         all or substantially all of the Company's assets.

12.      AMENDMENT AND TERMINATION. The Board of Directors of the Company may,
         from time to time, amend or terminate the Plan; provided, however, that
         no such amendment or termination shall adversely affect the rights of
         any director or beneficiary without his/her consent with respect to
         Units credited prior to such amendment or termination.



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