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International Retirement Plan

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Exhibit (10)(o)


THE LUBRIZOL CORPORATION
INTERNATIONAL RETIREMENT PLAN
(As Amended)


The Lubrizol Corporation International Retirement Plan (hereinafter referred to as the "Plan") shall provide retirement benefits to certain employees of The Lubrizol Corporation and its affiliates (hereinafter referred to as the "Corporation") who work outside their home country, in accordance with the provisions hereinafter set forth.


Section 1. DEFINITIONS. For Plan purposes, each of the following words and phrases shall have the meanings set forth in this Section 1 unless a different meaning is clearly required by the context:


a. 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 5 or 6.


b. The term "CREDITED SERVICE" shall mean a Participant's years
of service with the Corporation 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 Corporation and ending on the date he
is no longer employed by the Corporation. Credited Service
shall be limited to thirty-five (35) years of service.


c. The term "CORPORATION" shall mean The Lubrizol Corporation and
its affiliates.


d. The term "FINAL AVERAGE SALARY" shall mean the aggregate
amount of Pensionable Salary received by a Participant during
the most recent three (3) years of employment divided by
thirty-six (36).


e. The term "HOME COUNTRY" shall mean the country of origin.


f. The term "HOST COUNTRY" shall mean the country of assignment.


g. 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. The term "PARTICIPANT" shall mean an employee designated by
the Chief Executive Officer of the Corporation to participate
in the Plan and who, (1) is on a permanent transfer to The
Lubrizol Corporation or any of its affiliates in a Host
Country and who is not credited with his full amount of
service as an employee of the Corporation or any of its
subsidiaries under the Host Country retirement plan, or who
would not otherwise receive full benefits under such plan; or
(2) is on temporary transfer and who during the temporary
transfer is not covered by employee retirement plans in his
Home Country. Appendix A provides a list of the initial
Participants as of January 1, 1991. 2
i. The term "PENSION EQUIVALENT" shall mean the actuarial
equivalent of any retirement benefit determined in the form of
a monthly retirement benefit payable to the Participant for
his lifetime following his retirement, with the continuance to
his Beneficiary of such amount after his death for the
remainder, if any, of the 120-month term commencing with the
date as of which the first payment of such monthly benefit is
made, and with any such remaining unpaid upon the death of the
survivor of the Participant and his Beneficiary to be made to
the estate of such survivor; provided, however, effective July
1, 1993, the Pension Equivalent of the Participant's benefit
under The Lubrizol Corporation Employees' Profit-Sharing Plan
shall be determined based on the value of the Participant's
account balance as of the valuation date next preceding the
date of the Participant's termination of employment.


j. The term "PENSIONABLE SALARY" shall mean the Participant's
base salary or wages, plus quarterly pay, bonuses, unreduced
disability benefits to which the Participant is entitled under
a long-term disability program maintained by the Corporation,
elective contributions made on behalf of the Participant under
a cash or deferred arrangement maintained by the Corporation
and qualified under Section 401(k) of the Internal Revenue
Code of 1986, as amended, but excluding commissions and
extraordinary compensation of a recurring or non-recurring
nature not included in the list above.


k. The term "PLAN" shall mean The Lubrizol Corporation
International Retirement Plan.


Section 2. NORMAL RETIREMENT BENEFIT. Effective July 1, 1993, the benefit for each Participant who retires from employment with the Corporation on or after his Normal Retirement Date shall be determined as a monthly normal retirement benefit which shall be equal to two percent (2%) of his Final Average Salary multiplied by his Credited Service offset by the following amounts:


a. Three and one-third percent (3 1/3%) of any United States
Social Security benefits multiplied by Credited Service (for a
total up to a maximum of 100% of the Social Security benefit);
plus


b. One hundred percent (100%) of the Pension Equivalent of any
employer-funded retirement benefit from any other retirement
plan or arrangement sponsored by the Corporation or any of its
subsidiaries which provides benefits for any years of service
counted in Credited Service; plus


c. One hundred percent (100%) of the Pension Equivalent of any
termination indemnity, provident fund or other mandatory
benefits which are required or payable by a domestic or
foreign government, that relate to any years of service
counted in Credited Service; provided, however, that the
foregoing offset provision in this paragraph (c) shall not
apply to any such termination indemnity, provident fund or
other mandatory benefits received prior to January 1, 1991 by
a Participant listed in Appendix A; provided, further, 3
effective January 1, 1994, that any offset for U.S. Social
Security Benefits shall be limited to 50% of such benefit.

Section 3. UNITED STATES SOCIAL SECURITY BENEFITS. For purposes of Section 2(a) above, a Participant's Social Security benefits shall be the estimate of his primary insurance amount under the provisions of the United States Federal Social Security Act as in effect on the date on which the Participant becomes entitled to any payment of benefits under this Plan based on the assumption that he would receive no earnings from employment in the United States subsequent to his termination of employment with the Corporation or any of its subsidiaries, all as set forth in tables prepared for that purpose by the actuary designated by the Corporation.


Section 4. EARLY RETIREMENT ELIGIBILITY AND DETERMINATION OF BENEFIT. Each Participant who retires from employment with the Corporation at or after age 55, but prior to his Normal Retirement Date, shall receive a percentage of his normal retirement benefit determined under Section 2, in accordance with the following schedule:


COMMENCEMENT OF BENEFITS PERCENTAGE OF NORMAL
AT OR AFTER AGE: RETIREMENT BENEFIT PAID:
------------------------ ------------------------

65 100%
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