8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) September 23, 2008

THE LUBRIZOL CORPORATION

(Exact name of registrant as specified in its charter)

Ohio	1-5263	34-0367600
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

29400 Lakeland Boulevard, Wickliffe, Ohio	44092-2298
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (440) 943-4200

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b) On September 29, 2008, The Lubrizol Corporation announced that Donald W. Bogus, Senior Vice President of The Lubrizol Corporation and president of the Lubrizol Advanced Materials segment, would retire from the company effective January 2, 2009. In connection with his retirement, Mr. Bogus signed a General Release, a copy of which is attached as Exhibit 99.1.

(c) On September 23, 2008, the Board of Directors of The Lubrizol Corporation appointed Stephen F. Kirk, age 59, Senior Vice President and Chief Operating Officer of The Lubrizol Corporation. Mr. Kirk’s term as Senior Vice President and Chief Operating Officer is through April 27, 2009. Prior to this appointment, Mr. Kirk had been serving as Senior Vice President of The Lubrizol Corporation since July 2004 and president of the Lubrizol Additives segment since June 2004. He also served as Vice President of sales and marketing for The Lubrizol Corporation, holding this position since January 1999.

There was no arrangement or understanding between Mr. Kirk and any other person(s) pursuant to which he was to be selected as an officer. There are no family relationships between Mr. Kirk and any director, executive officer or person nominated or chosen by Lubrizol to become a director or executive officer. There are no transactions since January 1, 2007, or any currently proposed transaction, in which Lubrizol was or is to be a party and the amount involved exceeds $120,000, and in which Mr. Kirk had or will have a direct or indirect material interest.

Mr. Kirk was a named executive officer in Lubrizol’s proxy statement filed with the Securities and Exchange Commission on March 19, 2008. The proxy statement provides a detailed description of the material plans, contracts or arrangements in which Mr. Kirk is a party or has been a participant. There are no additional material plans, contracts or arrangements to which Mr. Kirk is a party or in which he participates that was entered into or material amendment in connection with Mr. Kirk’s appointment as Chief Operating Officer nor any grant or award to Mr. Kirk or modification thereto, under any such plan, contract or arrangement in connection with Mr. Kirk’s appointment as Chief Operating Officer.

A copy of the press release announcing Mr. Kirk’s promotion and Mr. Bogus’ retirement is attached hereto as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits. The following exhibit is furnished herewith:

99.1	General Release between The Lubrizol Corporation and Donald W. Bogus
99.2	Press release dated September 29, 2008

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE LUBRIZOL CORPORATION
Date: February 17, 2009
	By:	/s/ Leslie M. Reynolds
	Name:	Leslie M. Reynolds
	Title:	Corporate Secretary and Counsel

3

EX-99.1

Exhibit 99.1

GENERAL RELEASE

1. The Parties to this General Release (“General Release”) are The Lubrizol Corporation (“Lubrizol”), and Donald W. Bogus (“DWBO”). This General Release will also be binding on DWBO’s heirs, successors, and assigns. This General Release releases Lubrizol, as well as its successors, assigns, divisions, current or former 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 DWBO to consult with an attorney prior to executing this General Release. DWBO agrees that DWBO has had the opportunity to consult counsel, if DWBO chose to do so, and that DWBO has had adequate time to read and consider this General Release before executing it (at least 21 days, if needed). DWBO acknowledges that DWBO is responsible for any costs and fees resulting from DWBO’s attorney reviewing this General Release. DWBO agrees that DWBO has carefully read this General Release and knows its contents, and that DWBO 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. DWBO will terminate employment with Lubrizol effective January 2, 2009; and

B. The Board of Directors of The Lubrizol Corporation has approved the acceleration of the full vesting of any unvested outstanding options as of January 2, 2009, provided this General Release is validly executed by DWBO; and

C. The Board of Directors has approved the grant of 500 share units as of January 2, 2009 under the Supplemental Retirement Plan for Donald W. Bogus, to be paid in accordance with the terms of such Plan, provided this General Release is validly executed by DWBO; and

D. The Board of Directors has approved the accrual as of January 2, 2009 of an additional $50,000 pursuant to Section 1.C. of Mr. Bogus’ Employment Agreement dated January 1, 2003 (as amended and restated January 1, 2008), to be paid in accordance with the terms of such Agreement, provided this General Release is validly executed by DWBO;

The amount of expenses eligible for reimbursement, or in-kind benefits provided, during DWBO’s taxable year does not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other taxable year. The right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

This General Release does not affect the payment of any other benefits to which DWBO is otherwise entitled under the terms and conditions of such benefits, including the 2009 Annual Incentive Plan payment; payments under the 2006-2008, 2007-2009 and 2008-2010 long term incentive program awards, outstanding vested options, 2009 vacation, profit sharing for 2009, and financial planning for 2008 and 2009.

4. DWBO agrees to release and forever discharge the Released Parties from all causes of action, claims, demands for payment, costs, expenses, damages, or reimbursement (including claims for attorneys’ costs, expenses, and fees), suits at law or equity, or claims of whatsoever kind and nature which DWBO now has, whether known or unknown, arising out of, on account of, or in any way connected with, directly or indirectly, DWBO’s employment with Lubrizol or any of the other Released Parties, or termination from employment. This release includes, but is not limited to, any claim of discrimination or retaliation on any basis, including but not limited to, race, color, national origin, religion, sex, age, military service, or disability arising under any federal, state, or local statute, ordinance, order or law, including the Age Discrimination in Employment Act; any claim that the Released Parties, jointly or severally, breached any contract or promise, express or implied, or any term or condition of DWBO’s employment; any claim for promissory estoppel arising out of DWBO’s employment or termination of employment; and any other claim arising out of DWBO’s employment or termination of employment.

5. DWBO acknowledges that the payment of the consideration enumerated in Paragraph 3 of this General Release is solely in exchange for the promises made herein. DWBO further acknowledges that such payment does not constitute an admission by the Released Parties of liability or of violation of any applicable law or regulation.

6. DWBO acknowledges that by reason of DWBO’s position with Lubrizol or any of the other Released Parties, DWBO has had access to confidential materials and information concerning Lubrizol’s and the other Released Parties’ business affairs. DWBO represents that DWBO has held all such materials and information confidential and will continue to do so. DWBO agrees and acknowledges that DWBO is a party to an Agreement Relating to Inventions and Confidential Information and to an Agreement Relating to Noncompetition (the “Confidentiality and Noncompetion Agreements”) between DWBO and Lubrizol. DWBO hereby agrees and acknowledges that DWBO will comply with each of DWBO’s obligations described in the Confidentiality and Noncompetition Agreements despite the termination of DWBO’s employment, and that each of those obligations continues to be enforceable despite the termination of DWBO’s employment.

7. DWBO agrees that DWBO will return all Lubrizol property, or property of the other Released Parties, in DWBO’s possession as directed by Lubrizol, but no later than the termination date specified in Section 3.A. above, and will not improperly modify or remove any such property in whatever format at any time.

8. DWBO agrees that DWBO will keep all provisions, terms and conditions of this General Release confidential and will not disclose them to any person not a party hereto (except DWBO’s attorney, financial adviser, and immediate family) under any circumstances, except as required by law.

9. DWBO agrees that no promises or agreements have been made to DWBO except those contained in this General Release.

10. DWBO may revoke and cancel this General Release by providing written notice of such revocation to Lubrizol to the attention of Mark W. Meister, 29400 Lakeland Boulevard, Wickliffe OH 44092. Such written notice must be received by Lubrizol within seven (7) days after DWBO’s execution of this General Release. If DWBO does so revoke, this General Release will be null and void and Lubrizol shall have no obligation to make the payments provided in Paragraph 3. This General Release shall not become effective and enforceable until after the expiration of this 7-day revocation period; after such time, if there has been no revocation, the General Release shall be fully effective and enforceable.

11. If any provision of this General Release is declared invalid or unenforceable, the remaining portions shall not be affected thereby and shall be enforced.

12. This General Release shall be governed under the Laws of the State of Ohio.

The Lubrizol Corporation

By:	/s/ Mark W. Meister	/s/ Donald W. Bogus
	Mark W. Meister	Donald W. Bogus
Date: December 18, 2008		Date:	December 18, 2008
			Effective Date of General Release is
			seven days after this date

EX-99.2

Exhibit 99.2

      The Lubrizol Corporation

      29400 Lakeland Boulevard, Wickliffe, Ohio 44092-2298

News Release

FOR RELEASE:  Immediately

FROM:	Financial/Investor Contact	Media Contact
	Mark Sutherland	Julie Young
	440/347-1206	440/347-4432
	Web Site: www.lubrizol.com

Lubrizol Announces Officer Changes to Support Continued Growth

CLEVELAND, OH, September 29, 2008 – The Lubrizol Corporation (NYSE:LZ) announced today several officer changes designed to better support the company’s business objectives that include driving organic growth, strengthening the product portfolio and improving profitability. The newly appointed leadership will focus on enhancing product innovations across the enterprise, improving operating efficiencies across the global manufacturing and supply chain structure, managing enterprise risk and executing key bolt-on acquisitions that are complementary to existing product lines.

Corporate

Steve Kirk was elevated to Senior Vice President and Chief Operating Officer, in charge of both Lubrizol Additives (LZA) and Lubrizol Advanced Materials (LZAM) business segments.

Larry Norwood was promoted to Corporate Vice President, Operations, leading operations personnel and infrastructure for both LZA and LZAM.

Bob Graf was promoted to Corporate Vice President, R&D, leading research strategy and the development of its scientific community for both LZA and LZAM.

Greg Lewis was promoted to Corporate Vice President, Global Risk Management and Chief Ethics Officer, with oversight of loss prevention activities; the health, safety, environment and security function and corporate ethics for both LZA and LZAM.

Lubrizol Additives

Dan Sheets was promoted to Corporate Vice President and President, LZA.

Lubrizol Advanced Materials

Don Bogus, Senior Vice President, The Lubrizol Corporation and President of Lubrizol Advanced Materials (LZAM), will retire from Lubrizol effective January 2, 2009.

Eric Schnur was promoted to Corporate Vice President and President, LZAM.

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About The Lubrizol Corporation

The Lubrizol Corporation (NYSE: LZ) is an innovative specialty chemical company that produces and supplies technologies that improve the quality and performance of our customers’ products in the global transportation, industrial and consumer markets. These technologies include lubricant additives for engine oils, other transportation-related fluids and industrial lubricants, as well as fuel additives for gasoline and diesel fuel. In addition, Lubrizol makes ingredients and additives for personal care products and pharmaceuticals; specialty materials, including plastics technology and performance coatings in the form of specialty resins and additives. Lubrizol’s industry-leading technologies in additives, ingredients and compounds enhance the quality, performance and value of customers’ products, while reducing their environmental impact.

With headquarters in Wickliffe, Ohio, The Lubrizol Corporation owns and operates manufacturing facilities in 19 countries, as well as sales and technical offices around the world. Founded in 1928, Lubrizol has approximately 6,900 employees worldwide. Revenues for 2007 were $4.5 billion. For more information, visit www.lubrizol.com.

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