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                                                                 Exhibit (10)(b)


                            THE LUBRIZOL CORPORATION

                Amended Deferred Compensation Plan For Directors
                ------------------------------------------------

                         (Amended as of March 11, 2000)


1. PURPOSE. The purpose of this Amended Deferred Compensation Plan For Directors
(the "Plan"), entered this 27th day of June, 1994, is to continue to permit any
member of the Board of Directors (the "Participant") of The Lubrizol Corporation
(the "Company"), to defer all or a portion of the compensation to be received as
a director until after the Participant ceases to be a director, all as provided
in the 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 this Plan shall be binding and conclusive. In the event that a Participant is
a member of the Committee, such Participant shall not participate in any
decision of the Committee relating to that Participant's participation in this
Plan.


3. RIGHT TO DEFER COMPENSATION.

         (a) Any director of the Company may, at any time, elect to defer under
this Plan all, or such portion as the director may designate, of (i) that
director's annual retainer fee and/or (ii) the attendance fees for attending
directors' meetings or committees thereof. The annual retainer fee, for this
purpose, shall be deemed to be earned equally and ratably as of the last day of
each calendar quarter during the calendar year. Attendance fees are deemed to be
earned when the director attends the meeting for which the attendance fee is
paid.

         (b) The election described in paragraph (a) shall be made by written
notice delivered to the Vice President, Human Resources, of the Company
specifying (i) the length of time, not less than one year, during which the
election shall apply, (ii) the portion of the retainer fee and/or the attendance
fee to be deferred for such year or years, (iii) time of distribution, and (iv)
if applicable, the payment option as provided in Section 6 for distributions
upon ceasing to be a director.

         (c) The election under this Section 3 shall take effect on the first
day of the calendar quarter following the month in which the election is made.
A director may designate that the election shall remain in effect until the
director, on a prospective basis, withdraws the election or changes the amount
to be deferred.



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         (d) Any notice of withdrawal of the deferral election or change in the
amount to be deferred shall be effective on the first day of the calendar
quarter following the month in which such notice is given to the Company's Vice
President, Human Resources.


4. COMPENSATION DEFERRAL ACCOUNTS.

         (a) On the date the compensation deferred under this Plan would have
become payable to the Participant in the absence of an election under this Plan
to defer payment thereof, the amount of such deferred compensation shall be
credited, pursuant to Participant's election, to a Stock Deferral Account and/or
any of the Cash Deferral Account investment portfolios designated as available
by the Committee from time to time. A Participant may transfer any portion or
all of the balance in any Deferral Account among the Stock Deferral Account and
the Cash Deferral Account investment portfolios as allowed under rules
established by the Committee; provided, however that any deferrals made
hereunder into a Stock Deferral Account prior to January 1, 2000, shall be
governed by the provisions of the Plan in effect prior to January 1, 2000. All
Deferral Accounts shall be established and maintained for each Participant in
the Company's accounting books and records and the Company shall be under no
obligation to purchase any investments designated by the Participant.

         (b) Participant's Cash Deferral Accounts shall be credited with any
gains or losses equal to those generated as if the Participant's Cash Deferral
Account balances had been invested in the applicable investment portfolio(s)
selected by the Participant.

         (c) The amount of deferred compensation credited to a Participant's
Stock Deferral Account pursuant to paragraph (a) shall be used to determined 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 New York Stock Exchange ("NYSE") composite transactions reporting
system ("composite tape") on the date that the deferred amount is credited
pursuant to paragraph (a) and if Shares were not traded on that date on the
NYSE, then such computation shall be made as of the first preceding day on which
Shares were so traded. The Company shall credit the Participant's Stock Deferral
Account with the number of full and fractional Units so determined. However, at
no time prior to delivery of such Shares, shall the Company be obligated to
purchase or reserve Shares for such Stock Deferral Account and the Participant
shall not have any of the rights of a shareholder with respect to the Units
credited to such Participant's Stock Deferral Account.

         (d) As of each dividend payment date declared with respect to the
Shares, the Company shall credit the Participant's Stock Deferral Account with
an additional number of whole and/or fractional Units equal to:

                  (i)      the product of (x) the dividend per Share which is
                           payable with respect to such dividend payment date,
                           multiplied by (y)



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                           the number of whole and fractional Units credited to
                           the Participant's Stock Deferral Account 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.


5.  PAYMENT OF DEFERRED COMPENSATION UPON CEASING TO BE A DIRECTOR.

         (a) The total amount standing as a credit in a Participant's Cash
Deferral Accounts shall, upon Participant ceasing to be a director, be payable
to the Participant either in a lump sum or in periodic installments over such
period, not exceeding ten years, as the Participant shall have selected pursuant
to Section 3(b)(iv). Such periodic payments shall begin or the lump sum payment
shall be made, as the case may be, from the Participant's Cash Deferral
Accounts, at such time, not more than twelve (12) months after the Participant
ceases to be a director of the Company, as the Participant shall have selected
pursuant to Section 3 (b)(iv). Notwithstanding the foregoing, a Participant may
elect no later than thirty (30) days prior to the Participant ceasing to be a
director, nor earlier than ninety (90) days prior thereto, to change the form of
distribution of the Participant's Cash Deferral Accounts.

         (b) The amount of each installment payable to a Participant 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 Deferral Accounts
has been completely distributed, the balance thereof remaining, from time to
time, shall be credited with gains and losses on a monthly basis as provided in
Section 4(b).

         (c) The total number of Units credited to the Participant's Stock
Deferral Accounts shall, upon Participant ceasing to be a director, be payable
to the Participant either in a lump sum or in periodic installments, over such
period, not exceeding ten years, as the Participant shall have selected pursuant
to Section 3(b)(iv). Such periodic payments shall begin or the lump sum payment
shall be made, as the case may be, at such time, not more than twelve (12)
months after the Participant ceased to be a director of the Company, as the
Participant shall have selected pursuant to Section 3(b)(iv). Notwithstanding
the foregoing, a Participant may elect no later than thirty (30) days prior to
the Participant ceasing to be a director, no earlier than ninety (90) days prior
thereto, to change the form of distribution of the Participant's Stock Deferral
Accounts.

         (d) The amount of any installment payable from the Stock Deferral
Accounts to a Participant shall be determined by dividing the balance of the



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aggregate number of Units in the Participant's Stock Deferral Accounts by the
number of periodic installments (including the current installment) remaining to
be paid and the quotient shall be the number of Shares that are payable. If the
determination of the installment payable from the Participant's Stock Deferral
Accounts results in a fractional Share being payable, the installment payment
shall exclude any such fractional Share payment except that, in the final
installment payment, any such fractional Share shall be paid in cash in an
amount as determined by the Committee. Until the Participant's Stock Deferral
Accounts have been completely distributed, the balance in the Stock Deferral
Accounts shall continue to be credited with the dividend equivalents on such
balances as provided in Section 4(d).

         (e) In the event a Participant dies prior to receiving payment of the
entire amount in that Participant's Cash Deferral Accounts and/or Stock Deferral
Accounts, as the case may be, 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 a lump sum or in periodic installments in such amounts and over
such period, not exceeding ten years from the date of death, as the Committee
may direct and the amount of each installment shall be computed as provided in
Section 6(b), and (d) as the case may be.

         (f) Payments from the Cash Deferral Accounts shall be made in cash and
payments from the Stock Deferral Accounts shall be made in Shares. The amount of
any distribution pursuant to Sections 5 through 8 hereunder shall reduce the
balance held in the Participant's corresponding Deferral Accounts as of the date
of such distribution. Installment payments shall be made pro-rata from a
Participant's Deferral Accounts.


6. IN-SERVICE DISTRIBUTIONS. Pursuant to Section 3, a Participant may elect to
receive an in-service distribution of all or any specified percentage of the
Participant's deferral for any calendar quarter commencing not earlier than the
first calendar year following the year that such compensation would have been
payable. In-service distributions shall be made in a lump sum payment. A
Participant may elect once for any calendar quarter of deferral for which the
Participant has elected an in-service distribution, to change the date of
distribution to another in-service year or upon ceasing to be director;
provided, however, that any such modification must be made in writing at least
twelve (12) months prior to the date originally elected for the in-service
distribution.


7. SPECIAL DISTRIBUTIONS. Notwithstanding any other provision of this Plan, a
Participant may elect to receive distribution of part or all of the total of
Participant's eligible Deferral Accounts in one or more distributions if (and
only if)



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the amount of the distribution is reduced by ten (10) percent. The ten (10)
percent reduction shall be forfeited. Distributions shall be made pro-rata among
Participant's eligible Deferral Accounts. Any distribution made pursuant to such
an election shall be made within sixty (60) days of the date such election is
submitted to Vice President - Human Resources.


8. HARDSHIP DISTRIBUTIONS. The Committee may accelerate the distribution of part
or all, in any or all, of Participant's Deferral Accounts for reasons of severe
financial hardship. For purposes of this 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
his/her 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.


9. NON-ASSIGNABILITY. None of the rights or interests in any of the
Participant's Deferral Accounts shall, prior to actual payment or distribution
pursuant to this 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 hereunder 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
paragraph 9 only at such time or times and in such amounts as the Committee,
from time to time, shall determine.


10. 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 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 accounts maintained
for purposes of the Plan merely constitute bookkeeping entries on records of the
Company, constitute the unsecured promise and obligation of the Company to make
payments as provided herein, and shall not constitute any allocation whatsoever
of any cash, shares 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



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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.

11. SHARES CHANGES. 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 representing Shares to be credited in accordance with Section
4(c), the Shares to be distributed in accordance with this Plan shall be
appropriately adjusted to take into account any such event.


12. AMENDMENT. The Board of Directors of the Company may, from time to time,
amend or terminate this Plan, provided that no such amendment or termination of
the Plan shall adversely affect a Participant's Accounts as they existed
immediately before such amendment or termination or the manner of distribution
thereof, unless such Participant shall have consented thereto in writing.



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