LUBRIZOL CORP
EX-10(M) SUPLMNT RETIREMENT PLN DONALD W. BOGUS
<DOCUMENT>
<TYPE>EX-10.M
<SEQUENCE>7
<FILENAME>l05101aexv10wm.txt
<DESCRIPTION>EX-10(M) SUPLMNT RETIREMENT PLN DONALD W. BOGUS
<TEXT>
<PAGE>
                                                                 Exhibit (10)(m)


                          Supplemental Retirement Plan
                          ----------------------------
                               for Donald W. Bogus
                               -------------------

In addition to the benefits accrued under The Lubrizol Corporation Pension Plan
and Employees' Profit Sharing and Savings Plan, and any accrued benefits under
the associated excess plans, Lubrizol will also establish a supplemental
retirement plan on behalf of Donald W. Bogus with the following terms and
conditions:

1)   On Mr. Bogus' first day of employment, and on each anniversary of that date
     thereafter, 500 phantom shares of Lubrizol stock will be credited to a
     supplemental retirement account on Mr. Bogus' behalf.

2)   If Mr. Bogus works until age 65, over the 12 year period a total of 6,000
     phantom shares would be credited to the account.

3)   Dividends on accumulated phantom shares will be posted throughout the year
     and will be used as the basis for purchasing additional phantom shares
     under the plan.

4)   In the event of a change in control, as defined in the Executive Employment
     Agreement, or at the time of Mr. Bogus' death, Lubrizol would fully credit
     the account with the remaining balance of the 6,000 phantom shares. In the
     event of employment termination for other than the above reasons, the
     account balances as of the date of termination would be distributable under
     the plan.

5)   Phantom shares accumulated under the plan will be included when considering
     share ownership objectives under the Executive Council Ownership
     Guidelines.

6)   Amounts may be withheld at the time of distribution for tax purposes. Mr.
     Bogus, or his estate, may elect distribution in the form of shares or cash
     at the time of distribution for phantom shares that are attributable to
     deferrals prior April 1, 2004. For phantom shares that are attributable to
     deferrals on or after April 1, 2004, the distribution will be a cash amount
     equal to the number of phantom shares multiplied by the closing price per
     common share of The Lubrizol Corporation on the New York Stock Exchange
     Composite Transactions Reporting System on the date retirement or other
     termination.

7)   As the shares are unregistered, certain restrictions on selling/trading may
     apply at the time of distribution.

8)   The Medicare tax on the increase in the value of the account year over year
     will be entered into Mr. Bogus' pay on an annual basis.



</TEXT>
</DOCUMENT>
