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                                                                 Exhibit (10)(n)

                              THE LUBRIZOL COMPANY
                 EXECUTIVE OFFICER LONG TERM INCENTIVE PAY PLAN

                                  INTRODUCTION

         The Lubrizol Company ("Company") hereby establishes, effective as of
January 1, 2003, The Lubrizol Company Long Term Incentive Pay Plan ("Plan") in
order to provide an award for executive officers, which reflects the pursuit of
superior performance, increased customer satisfaction and enhancement of
shareholder value. Awards for participating officers under the Plan will depend
upon corporate operating earnings performance over a three-year period ("Plan
Period), as determined by the Organization and Compensation Committee of the
Board of Directors of the Company ("Committee") for the Plan Period.

         Except as otherwise provided, the Plan is administered by the
Committee. The Committee has the conclusive authority to construe and interpret
the Plan and any agreements entered into under the Plan and to establish, amend,
and rescind rules and regulations for its administration. The Committee also has
any additional authority as the Board may determine to be necessary or
desirable.


1.  Definitions.  The following terms shall have the indicated meanings for
    purposes of the Plan:


         (a)      "Board" means the Board of Directors of the Company.

         (b)      "Chief Executive Officer" means the chief executive officer of
                  the Company.

         (c)      "Committee" means the Organization and Compensation Committee
                  of the Board, or other designated committee of the Board,
                  consisting of persons who are not employees of the Company.

         (d)      "Company" means The Lubrizol Company, a Company organized
                  under the laws of the State of Ohio.

         (e)      "Director" means a member of the Board.

         (f)      "Individual Award" means the amount paid (or to be paid) to a
                  Participant by the Company pursuant to the Plan.

         (g)      "Individual LTIP Target" means 70% of a percentage of the
                  Participant's Pay that would be paid at the end of Plan Period
                  if 100% of the Operating Earnings Target were met.

         (i)      "Officer means an employee of the Company who is a member of
                  the Executive Council of the Company.

         (j)      "Operating Earnings" means total earnings for the calendar
                  year less special items other than gains from patent
                  litigation.

         (k)      "Operating Earnings Target" means the Operating Earnings per
                  Share growth rate target set by the Committee for the Plan
                  Period.

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         (l)      "Participant" means all Officers who has been selected by the
                  Committee pursuant to Article II to participate in the Plan,
                  and have not for any reason become ineligible to participate
                  in the Plan.

         (m)      "Pay" for any Plan Period will be determined at the time of
                  calculating the Operating Earnings Target for that Plan Period
                  and will be the annual guaranteed pay.

         (n)      "Plan" means The Lubrizol Company Executive Council Long Term
                  Incentive Pay Plan.

         (o)      "Plan Period" means each three-year period commencing January
                  1 and ending December 31.

         (p)      "Share" means a share of outstanding common stock of The
                   Lubrizol Corporation.

2. Construction. Where necessary or appropriate to the meaning of a word, the
singular is deemed to include the plural, the plural to include the singular,
the masculine to include the feminine, and the feminine to include the
masculine.

3. Participation. All Officers at the beginning of each Plan Period will
participate in the Plan. The Committee may also determine which Officers hired
during a Plan Period will participate in the Plan for that Plan Period. The
Committee's selection of Participants will be made after considering
recommendations presented to it by the Chief Executive Officer.

4. Determination of Operating Earnings Target. Prior to the beginning of each
Plan Period, the Committee will, after consideration of the recommendations of
the Chief Executive Officer, establish, for each Plan Period, the Operating
Earnings Target for that Plan Period.

5. Determination of Individual LTIP Targets. Prior to the beginning of the each
Plan Period, the Committee will, after consideration of the recommendations of
the Chief Executive Officer, establish for each Participant an Individual LTIP
Target as well as a range of potential payouts depending on actual Operating
Earnings per Share growth for the Plan Period. The Operating Earnings Target,
Individual LTIP Target and range of potential payouts will be communicated to
each Participant promptly after their establishment by the Committee.

         Individual LTIP Targets may be increased or decreased at any time prior
to the determination of the Individual Award for any Participant at the sole
discretion of the Committee.

6. Determination of Individual Awards. In February following the close of the
Plan Period each Participant's Individual Award for a Plan Period will be
calculated by multiplying Pay for that Plan Period by a percentage of the
Individual LTIP Target determined in accordance with range of potential payouts
established by the Committee as described in Section 5.

         Notwithstanding the foregoing, the Committee in its sole and
unrestricted discretion may increase or decrease the amount of any Individual
Award determined under this Section 6. The adjustment of any Individual Award
will not cause an automatic adjustment of another Individual Award.

         No Participant has any vested interest in, or is entitled to, any
Individual Award unless and until payment is authorized by the Committee.

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7. Time and Method of Payment of Individual Awards. If the Committee determines
that a Participant is entitled to an Individual Award, the Company will pay the
Individual Award to the Participant as soon after the close of the Plan Period
as may be administratively feasible.

8. Retirement, Death and Termination. If the Participant retires, separates from
service or dies prior to the receipt of any Individual Award, the Participant or
his beneficiary will receive a pro-rata Individual Award upon the end of the
Plan Period based on the calculation in Section 6 and the number of months
during the Plan Period prior to the Participant's retirement, separation from
service or death.

9. Designation of Beneficiary. A Participant may at any time specify in writing
a beneficiary to receive the Participant's Individual Award if the Participant
dies before the receipt of an Individual Award. If the Company does not have a
beneficiary election on file at the time of the Participant's death, the
Individual Award will be paid to his spouse or if there is no spouse living at
the time of payment, his children who are living at the time of payment, or if
there are no children who are living at the time of payment, then to his estate.

10. Effect of Change in Control. In the event a Change in Control of the Company
(as defined in Section 11) occurs prior to final determination by the Committee
of the amounts of Individual Awards to be paid under the Plan with respect to
any Plan Period, the Committee will calculate such Individual Awards as soon as
practicable after the Change in Control. If 12 months have elapsed for any Plan
Period, the Individual Awards for that Plan Period will determined based on the
cumulative performance results as of the most recent year end and as if the end
of the full Plan Period had occurred concurrently with the date of the Change of
Control, but pro-rated for the number of months that have actually elapsed in
the Plan Period as of the date of the Change of Control. Individual Awards shall
be calculated in accordance with Section 6. Payment of such Individual Awards
will be made within 30 days of the date on which the determination is made to
compute the payments according to the terms of this Section 10.

11. Change of Control Defined. For all purposes of the Plan, a "Change in
Control of the Company" will have occurred if any of the following events occur:

         (a)      The Company is merged, consolidated or reorganized into or
                  with another Company or other legal person, and, as a result
                  of such merger, consolidation or reorganization, less than a
                  majority of the combined voting power of the then-outstanding
                  securities of such surviving Company or person entitled to
                  vote, immediately after such transaction, is held in the
                  aggregate by the holders of Voting Stock (as hereinafter
                  defined) of the Company immediately prior to such transaction;

         (b)      The Company sells all or substantially all of its assets to
                  any other Company or other legal person, and less than a
                  majority of the combined voting power of the then-outstanding
                  securities of such Company or person, immediately after such
                  sale, is held in the aggregate by the holders of Voting Stock
                  of the Company immediately prior to such sale;

         (c)      There is a report filed on Schedule 13D or Schedule 14D-1 (or
                  any successor schedule, form or report), each as promulgated
                  pursuant to the Securities Exchange Act of 1934, as amended
                  (the "Exchange Act"), disclosing that any person (as the term
                  "person" is used in Section 13(d)(3) or Section 14(d)(2) of
                  the Exchange Act) has become the beneficial owner (as the term
                  "beneficial owner" is defined under Rule 13(d)(3) or any
                  successor rule or regulation promulgated under the Exchange
                  Act) of securities representing 20% or more of

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                  the combined voting power of the then-outstanding securities
                  entitled to vote generally in the election of directors of
                  the Company ("Voting Stock");

         (d)      The Company files a report or proxy statement with the
                  Securities and Exchange Commission pursuant to the Exchange
                  Act disclosing in response to Form 8-K or Schedule 14A (or any
                  successor schedule, form or report or item therein) that a
                  change in control of the Company has or may have occurred or
                  will or may occur in the future pursuant to any then-existing
                  contract or transaction; or

         (e)      If during any period of two consecutive years, individuals
                  who, at the beginning of any such period constitute the
                  Directors of the Company, cease for any reason to constitute
                  at least a majority thereof, unless the election, or the
                  nomination for election by the Company's stockholders, of each
                  Director of the Company first elected during such period was
                  approved by a vote of at least two-thirds of the Directors of
                  the Company then still in office who were Directors of the
                  Company at the beginning of any such period.

         Notwithstanding the foregoing provisions, a "Change in Control" shall
not be deemed to have occurred for purposes of the Plan solely because (i) the
Company, (ii) an entity in which the Company directly or indirectly beneficially
owns 50% or more of the voting securities or (iii) any Company-sponsored
employee stock ownership plan or any other employee benefit plan of the Company,
either files or becomes obligated to file a report or a proxy statement under or
in response to Schedule 13D, Schedule 14D-1, Form 8-K or Schedule 14A (or any
successor schedule, form or report or item therein) under the Exchange Act,
disclosing beneficial ownership by it of shares of Voting Stock, whether in
excess of 20% or otherwise, or because the Company reports that a change in
control of the Company has or may have occurred or will or may occur in the
future by reason of such beneficial ownership.

12.  Plan Administrator.  The Committee is the Plan Administrator.

13.  Duties of Plan Administrator.

         (a)      The Committee will administer the Plan in accordance with its
                  terms and has all powers necessary to carry out the provisions
                  of the Plan including, but not limited to, the following:

                  (1)      Determination of Officers who are eligible for Plan
                           participation;

                  (2)      Determination of Operating Earnings Targets;

                  (3)      Determination of Individual LTIP Targets; and

                  (4)      Determination of Individual Awards.

         (b)      The Committee will interpret the Plan and resolve all
                  questions arising in the administration, interpretation, and
                  application of the Plan. Any determination of the Committee
                  will be conclusive and binding on all persons.

         (c)      The Committee will establish such procedures and keep such
                  records or other data as the Committee in its discretion
                  determines necessary or proper for the administration of the
                  Plan.

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         (d)      The Committee may delegate administrative responsibilities to
                  such person or persons as the Committee deems necessary or
                  desirable in connection with the administration of the Plan.

14. Unfunded Plan. The Company is under no obligation to segregate or reserve
any funds or other assets for purposes relating to this Plan and no Participant
has any rights whatsoever in or with respect to any funds or assets of the
Company.

15. Non-Alienation. Since a Participant does not have any rights to any
Individual Award under the Plan until the time that payment of the Individual
Award is made, no anticipated payment of any Individual Award will be subject in
any manner to alienation, sale, transfer, assignment, pledge, attachment,
garnishment or encumbrance of any kind. If a Participant attempts to alienate,
sell, transfer, assign, pledge or otherwise encumber any anticipated Individual
Award, or if he has filed or will be filing for bankruptcy, the Committee in its
discretion may cause the amounts as would otherwise become payable to the
Participant at various times to be paid to or applied for the benefit of such
one or more of the following as the Committee in its sole and unrestricted
judgment and discretion may designate: the Participant, his spouse, child or
children, or other dependents.

16. Actions or Decisions with Respect to the Plan. Any decision or action of the
Company, the Board, or the Committee, arising out of or in connection with the
administration and operation of this Plan, may be made or taken in their sole
and unrestricted judgment and discretion, and such decision or action shall be
conclusive and binding upon all Participants.

17. No Employment Rights. Nothing in this Plan will be construed as a commitment
or agreement upon the part of any Participant to continue his employment with
the Company, and nothing in this Plan will be construed as a commitment on the
part of the Company to continue the employment or rate of compensation of any
Participant for any period.

18. Amendment of the Plan. The Company reserves the right, to be exercised by
instruction from the Committee, to amend or terminate this Plan at any time.

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