THE LUBRIZOL CORPORATION
Deferred Compensation Plan For Officers
(As Amended June 17, 1995)
1. Purpose. The purpose of this Deferred Compensation Plan For Officers (the "Plan") is to permit an officer (as
identified by the Company for Section 16 purposes under the Securities Act of 1934)
(sometimes hereinafter referred to as "officer" or as the "Participant") of The Lubrizol Corporation (the
"Company"), who wishes, to defer a portion of such officer"s compensation until retirement or other termination
of employment 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 the Plan shall be binding and conclusive upon all Participants and their heirs and/or successors.
3. Right to Defer Compensation.
(a) An officer of the Company may, at any time prior to January 1 of a given calendar year, elect, for one or
more future successive calendar years, to defer under the Plan a pre-selected amount of such officer's total annual
compensation, including bonus, which such officer may thereafter be entitled to receive for services performed
during such elected calendar year or years.
(b) The election under this Section 3 shall take effect on the first day of the calendar year following the date on
which the election is made and such election shall be irrevocable for any elected calendar year after such elected
calendar year shall have commenced.
(c) The pre-selected amount that an officer may elect to defer shall be one or more of the following:
(i) a fixed dollar amount or percentage of the officer's bi- weekly base salary;
(ii) a fixed dollar amount or percentage of the officer's quarterly pay;
(iii) a fixed dollar amount or percentage of the officer's share in the variable compensation component, if any;
(iv) a fixed dollar amount or percentage of the officer's participation in t