Early Retirement Agreement And General Release Between Lubrizol George R. Hill

Exhibit (10)(u)


EARLY RETIREMENT AGREEMENT

AND

GENERAL RELEASE


1. The Parties to this Early Retirement Agreement and General Release (" General Release" ) are The Lubrizol Corporation (" Lubrizol" ), and George R. Hill (" GRH" ). This General Release will also be binding on GRH' s heirs, successors, and assigns. This General Release releases Lubrizol, as well as its successors, assigns, divisions, related or affiliated companies, officers, directors, shareholders, members, employees, agents and counsel, including without limitation any and all management and supervisory employees of Lubrizol (hereinafter collectively termed the " Released Parties" ).


2. Lubrizol advises GRH to consult with an attorney prior to executing this General Release. GRH agrees that he has had the opportunity to consult counsel, if he chose to do so, and that he has had adequate time to read and consider this General Release before executing it (at least 45 days, if needed). GRH acknowledges that he is responsible for any costs and fees resulting from his attorney reviewing this General Release. GRH agrees that he has carefully read this General Release and knows its contents, and that he signs this General Release voluntarily, with a full understanding of its significance, and intending to be bound by its terms.

3. As consideration for the promises in this General Release, and for the purpose of securing the release of any and all claims against the Released Parties (including personal injury claims), it is agreed that:

A. GRH will retire from employment with Lubrizol effective September 30, 2004.

B. Lubrizol will pay to GRH a lump sum of $454,615, less applicable taxes.

C. Lubrizol will pay to GRH a pro-rated amount under the terms of the Performance Pay Plan, less applicable taxes, based on actual results for the year of termination.

D. Lubrizol will pay to GRH a pro-rated amount under the terms of the LTIP program, less applicable taxes, payable at the end of each LTIP period for which there is a payout and in which GRH is a participant as of September 30, 2004;

E. Lubrizol will pay on behalf of GRH the COBRA premiums, or retiree medical and dental premiums under Lubrizol' s retiree medical and dental program (whichever is elected by GRH) for the period ending August 31, 2005, or, if GRH elects COBRA, GRH' s ineligibility for further coverage under the COBRA rules, whichever is earlier.

F. GRH and his spouse may take their 2004 Executive Physicals as pe ...