THE LUBRIZOL CORPORATION
DEFERRED COMPENSATION PLAN
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
(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