LUBRIZOL CORP
EX-10(J) LUBRIZOL CORP. OFFICERS' SUPPLEMENTAL RETIREMENT
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<TYPE>EX-10.J
<SEQUENCE>5
<FILENAME>l11056aexv10wj.txt
<DESCRIPTION>EX-10(J) LUBRIZOL CORP. OFFICERS' SUPPLEMENTAL RETIREMENT
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                                                                 Exhibit (10)(j)

                            THE LUBRIZOL CORPORATION
                             OFFICERS' SUPPLEMENTAL
                                 RETIREMENT PLAN
                                  (As Amended)

      The Lubrizol Corporation hereby establishes, effective as of January 1,
1993, The Lubrizol Corporation Officers' Supplemental Retirement Plan (the
"Plan") for the purpose of providing deferred compensation benefits to a select
group of management or highly compensated employees.

      Section 1. Definitions. For the purposes hereof, the following words and
phrases shall have the meanings indicated, unless a different meaning is plainly
required by the context:

            (a) Beneficiary. The term "Beneficiary" shall mean a person who is
      designated by a Participant to receive benefits payable upon his death
      pursuant to the provisions of Section 6.

            (b) Code. The term "Code" shall mean the Internal Revenue Code as
      amended from time to time. Reference to a section of the Code shall
      include such section and any comparable section or sections of any future
      legislation that amends, supplements, or supersedes such section.

            (c) Company. The term "Company" shall mean The Lubrizol Corporation,
      an Ohio corporation, its corporate successors and the surviving
      corporation resulting from any merger of The Lubrizol Corporation with any
      other corporation or corporations.

            (d) Credited Service. The term "Credited Service" shall mean a
      Participant's years of service with the Company equal to the number of
      full and fractional years of service (to the nearest twelfth of a year)
      beginning on the date the Participant first performed an hour of service
      for the Company and ending on the date he is no longer employed by the
      Company.

            (e) Final Average Pay. Effective, January 1, 1997, the term "Final
      Average Pay" shall mean the aggregated amount of Basic Compensation (as
      that term is defined in the Lubrizol Pension Plan modified to add cash
      (but not shares), if any, which the Participant has elected to defer under
      The Lubrizol Corporation Deferred Compensation Plan for Officers (which
      was adopted effective July 25, 1994) or under The Lubrizol Corporation
      Executive Council Deferred Compensation Plan (which was adopted effective
      January 1, 1997), received by the Participant during the three consecutive
      calendar years during which such Participant received the greatest
      aggregate amount of Basic Compensation, as defined above, within the most
      recent ten years of employment, divided by 36.

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            (f) Lubrizol Pension Plan. The term "Lubrizol Pension Plan" shall
      mean The Lubrizol Corporation Pension Plan as the same shall be in effect
      on the date of a Participant's retirement, death, or other termination of
      employment.

            (g) Normal Retirement Date. The term "Normal Retirement Date" shall
      mean the first day of the month following the date on which a Participant
      attains age sixty-five (65).

            (h) Participant. The term "Participant" shall mean the Chief
      Executive Officer, the Chief Operating Officer and any other officer of
      the Company who is designated by the Board of Directors of the Company and
      the Chief Executive Officer to participate in the Plan, and who has not
      waived participation in the Plan.

            (i) Plan. The term "Plan" shall mean a deferred compensation plan
      set forth herein, together with all amendments hereto, which Plan shall be
      called "The Lubrizol Corporation Officers' Supplemental Retirement Plan."

            (j) Change in Control. Effective February 26, 2001, the term "Change
      in Control" shall mean the occurrence of any of the following events:

                  (i) The Company is merged, consolidated or reorganized into or
            with another corporation or other legal person, and immediately
            after such merger, consolidation or reorganization less than a
            majority of the combined voting power of the then-outstanding
            securities of such corporation or person immediately after such
            transaction are held in the aggregate by the holder of the Voting
            Stock (as that term is hereafter defined) of the Company immediately
            prior to such transaction;

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

                  (iii) 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
            ("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 13d-3 or any successor rule or regulation
            promulgated under the Exchange Act) of securities representing 20
            percent or more of the combined voting power of the then-outstanding
            securities entitled to vote generally in the election of directors
            of the Company ("Voting Stock");

                  (iv) The Company files a report or proxy statement with the
            Securities and Exchange Commission pursuant to Form 8-K or Schedule
            14A (or any successor schedule, form or report or item therein) that
            a change of control of the Company has or may have occurred or will
            or

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            may occur in the future pursuant to any then-existing contract or
            transaction; or

                  (v) If during any period of two consecutive years, individuals
            who at the beginning of the such period constitute the Directors of
            the Company cease for any reason to constitute at least a majority
            thereof, provided, however, that for purposes of this clause (v),
            each Director who is first elected, or first nominated by a vote of
            at least two thirds of the Directors of the Company (or a committee
            thereof) then still in office who were Directors of the Company at
            the beginning of any such period will be deemed to have been a
            Director of the Company at the beginning of such period.

      Notwithstanding the foregoing provisions of Section 1(j)(iii) or 1(j)(iv)
      hereof, unless otherwise determined in a specific case by majority vote of
      the Board of Directors of the Company, a "Change in Control" shall not be
      deemed to have occurred for purposes of this Trust Agreement solely
      because (i) the Company , (ii) an entity in which the Company directly or
      indirectly beneficially owns 50 percent 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 percent
      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.

      Section 2. Vesting. Effective February 24, 2003, a Participant who is the
Chief Executive Officer, Chief Operating Officer or President of the Company
shall be 100 percent vested in his accrued supplemental retirement benefit
hereunder. All other Participants shall become 100 percent vested in his accrued
supplemental retirement benefit upon the earliest of the following events: his
reaching age 60; his death; his becoming disabled and receiving benefits
pursuant to the Company's long-term disability plan; or a Change of Control.

      Section 3. Normal Retirement Benefit. Effective January 1, 2004, each
Participant who retires from employment with the Company on or after his Normal
Retirement Date shall receive, subject to the provisions of Sections 6 and 7, a
monthly supplemental retirement benefit which shall be equal to two percent (2%)
of his Final Average Pay multiplied by his Credited Service (up to 30 years)
offset by the following amounts:

            (a) Benefits payable to the Participant under the Lubrizol Pension
      Plan;

            (b) Benefits payable to the Participant under The Lubrizol
      Corporation Employees' Stock Purchase and Savings Plan, excluding benefits
      attributable to Matching Contributions, CODA Contributions, Supplemental
      Contributions, Rollover Contributions or Transferred Contributions, as
      defined thereunder;

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            (c) Benefits payable to the Participant under The Lubrizol
      Corporation Employees' Profit-Sharing Plan;

            (d) Benefits payable to the Participant under The Lubrizol
      Corporation Excess Defined Contribution Plan;

            (e) Benefits payable to the Participant under The Lubrizol
      Corporation Excess Defined Benefit Plan;

            (f) The Participant's Social Security benefits;

            (g) Any other employer-provided benefits not specifically excluded
      herein which are payable to the Participant pursuant to any qualified or
      nonqualified retirement plan maintained by the Company.

      Such offsets shall be determined using the actuarial factors provided in
the Lubrizol Pension Plan.

      Section 4. Early Retirement Eligibility and Determination of Benefit.
Effective February 26, 2001, each Participant who retires from employment with
the Company at or after age 55, but prior to his Normal Retirement Date, shall
receive a percentage of his vested supplemental retirement benefit determined
under Section 3, in accordance with the early retirement schedule provided in
the Lubrizol Pension Plan.

      Section 5. Termination of Employment. Effective February 26, 2001, if a
Participant terminates employment prior to age 55, he shall receive the
actuarial equivalent of his vested supplemental retirement benefit determined
under Section 3 in a single lump-sum payment; such actuarial equivalent of which
shall be calculated using the same actuarial factors and interest rates used in
the Lubrizol Pension Plan as in effect on the date the Participant terminates
employment in accordance with this Section 5.

      Section 6. Payment to Participant. (Effective November 27, 1995)

            (a) Each Participant who retires in accordance with Sections 3 or 4
      shall receive payment of his supplemental pension benefit under the Plan
      determined as of his date of retirement in the standard form of benefit of
      a monthly retirement benefit commencing within 30 days following
      retirement and payable to such Participant for his lifetime following such
      retirement, with the continuance to his Beneficiary of such amount after
      his death for the remainder, if any, of the 120-month term that commenced
      with the date as of which the first payment of such monthly benefit is
      made, and with any such monthly benefits remaining unpaid upon the death
      of the survivor of the Participant and his Beneficiary to be made to the
      estate of such survivor.

            (b) Participants may instead elect within a 60 day period commencing
      90 days prior to retirement to receive the actuarial equivalent of the
      standard form of benefit determined under paragraph a, on the date of
      retirement, in accordance with any one of the following options:

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                  (i) a single lump-sum payment payable within 30 days following
            retirement;

                  (ii) effective October 1, 2000, a single lump-sum payment
            payable within 30 days following the end of the calendar year in
            which the Participant retires. Interest on the lump-sum deferral
            shall accrue and be paid with the lump-sum; such interest to be
            computed at the applicable interest rate, as defined in Section
            417(e)(3)(A)(ii)(II) of the Code, in effect on the date of
            retirement;

                  (iii) a reduced monthly retirement benefit commencing within
            30 days following retirement and payable to such Participant for his
            lifetime following his retirement, with the continuance of a monthly
            benefit equal to fifty percent (50%) of such reduced amount after
            his death to his Beneficiary during the lifetime of the Beneficiary,
            provided that such Beneficiary is living at the time of such
            Participant's retirement and survives him;

                  (iv) a reduced monthly retirement benefit commencing within 30
            days following retirement and payable to such Participant for his
            lifetime following his retirement, with the continuance of a monthly
            benefit equal to one hundred percent (100%) of such reduced amount
            after his death to his Beneficiary during the lifetime of the
            Beneficiary, provided such Beneficiary is living at the time of such
            Participant's retirement and survives him.

                  (v) annual installments of up to ten payments, the first of
            which shall be paid within 30 days following retirement, and
            subsequent installments of which shall be paid on the anniversary
            date of the payment of the first installment. Such installments
            shall be determined by dividing the commuted lump-sum equivalent of
            the supplemental retirement benefit (determined in the same manner
            as under the Lubrizol Pension Plan) by the number of installments to
            be paid and adjusting for interest based on the interest rate used
            to determine the commuted lump-sum payment. Installments after the
            first installment shall include such interest which accrues during
            the 12-month period occurring since the date the prior installment
            was paid.

      Notwithstanding the foregoing provisions of the Plan to the contrary, if
the present actuarial value of any retirement benefit or survivor benefit under
the Plan to any person, determined as described above, is less than $25,000,
such benefit shall be paid in a single lump-sum payment to such person within 30
days following retirement.

      Section 7. Payment in the Event of Death Prior to Commencement of
Distribution. Effective February 26, 2001, if a Participant dies prior to
commencement of benefits under the Plan, his surviving spouse, if any, shall be
eligible for a survivor benefit which is equal to one-half of the reduced
monthly benefit the Participant would have received under the Plan if the
Participant was 100 percent vested in his accrued supplemental retirement
benefit, had terminated employment on the day before his death and had elected
to receive his benefit hereunder in the form of a 50 percent joint and survivor
annuity. In

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making the determinations and reductions required in this Section 7, the Company
shall apply the assumptions then in use under the Lubrizol Pension Plan. For
purposes hereof, a surviving spouse shall only be eligible for a benefit under
this Section 7, if such spouse had been married to the deceased Participant for
at least one year as of the date of the Participant's death.

      Section 8. Actuarial Factors. All actuarial assumptions and factors used
in this Plan shall be the same as those used in the Lubrizol Pension Plan.

      Section 9. Funding. The obligation of the Company to pay benefits provided
hereunder shall be unfunded and unsecured and such benefits shall be paid by the
Company out of its general funds. In order to provide a source of payment for
its obligations under the Plan, the Company may cause a trust fund to be
maintained and/or arrange for insurance contracts. Subject to the provisions of
the trust agreement governing any such trust fund or the insurance contract, the
obligation of the Company under the Plan to provide a Participant with a benefit
shall nonetheless constitute the unsecured promise of the Company to make
payments as provided herein, and no person shall have any interest in, or a lien
or prior claim upon, any property of the Company.

      Section 10. Plan Administrator. The Company shall be the plan
administrator of the Plan. The plan administrator shall perform all ministerial
functions with respect to the Plan. Further, the plan administrator shall have
full power and authority to interpret and construe the Plan and shall determine
all questions arising in the administration, interpretation, and application of
the Plan. Any such determination shall be conclusive and binding on all persons.
The plan administrator shall employ such advisors or agents as it may deem
necessary or advisable to assist it in carrying out its duties hereunder.

      Section 11. Not a Contract of Continuing Employment. Nothing herein
contained shall be construed as a commitment or agreement on the part of the
Participant to continue his employment with the Company, and nothing herein
contained shall be construed as a commitment or agreement on the part of the
Company to continue the employment or the annual rate of compensation of the
Participant for any period, and the Participant shall remain subject to
discharge to the same extent as if this Plan had never been put into effect.

      Section 12. Right of Amendment and Termination. Effective October 1, 1994,
the Company reserves the right to amend or terminate the Plan in whole or in
part at any time and to suspend operation of the Plan, in whole or in part, at
any time, by resolution or written action of its Board of Directors or by action
of a committee to which such authority has been delegated by the Board of
Directors; provided, however, that no amendment shall result in the forfeiture
or reduction of the interest of any Participant or person claiming under or
through any one or more of them pursuant to the Plan. Any amendment of the Plan
shall be in writing and signed by authorized individuals.

      Section 13. Termination and Distribution of Accrued Benefits.

            (a) The Plan may be terminated at any time by the Company, and in
      that event the amount of the accrued benefits as of the date of such
      termination shall remain an obligation of the Company and shall be payable
      as if the Plan had not been terminated.

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            (b) Effective December 31, 2004, this Plan is terminated with
      respect to further accruals of benefits. Benefits which have accrued
      hereunder as of December 31, 2004 shall continue to be administered under
      the terms and provisions of this Plan.

      Section 14. Construction. Where necessary or appropriate to the meaning
hereof, the singular shall be deemed to include the plural, the plural to
include the singular, the masculine to include the feminine, and the feminine to
include the masculine.

      Section 15. Severability. In the event any provision of the Plan is deemed
invalid, such provision shall be deemed to be severed from the Plan, and the
remainder of the Plan shall continue to be in full force and effect.

      Section 16. Governing Law. Except as otherwise provided, the provisions of
the Plan shall be construed and enforced in accordance with the laws of the
State of Ohio.

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