Early Retirement Agreement

EXHIBIT (10)(o)


EARLY RETIREMENT AGREEMENT
and


GENERAL RELEASE


1. The Parties to this Early Retirement Agreement and General Release are The Lubrizol Corporation ("Lubrizol") and William D. Manning ("WDM"). This General Release will also be binding on WDM'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 (hereinafter collectively termed the "Released Parties").


2. Lubrizol advises WDM to consult with an attorney prior to executing this General Release. WDM 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). WDM acknowledges that he is responsible for any costs and fees resulting from his attorney reviewing this General Release. WDM 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 Early Retirement Agreement and 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:


A. WDM will continue to serve, subject to removal for cause, as
an officer of the corporation until the election of officers
following the annual meeting of shareholders in April, 1994.
He will retire at that time.


B. WDM will hold his current title until the President of the
corporation determines that the transition into the
reorganized corporate management structure has been
essentially completed, at which time WDM will assume the new
title of Senior Vice President and Assistant to the President
until his retirement in April, 1994.


C. Management will recommend that WDM be granted stock options
during the normal process for option grant consideration in
1993 and 1994, and will recommend to the Organization and
Compensation Committee of the Board of Directors that it
accelerate the vesting of any outstanding options granted to
WDM by the date of his retirement in April, 1994.


D. Management will recommend that WDM be included for
participation in the company's variable compensation award
plan applicable to fiscal year 1993. 2
E. Management will recommend that WDM be awarded a financial
planning grant in May, 1993 under th ...