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Exhibit (4)(f)
February 17, 1997
American Stock Transfer & Trust Company
0000 00xx Xxxxxx
Xxxxxxxx, XX 00000
RE: Amendment No. 3 to Rights Agreement
Dear Sir or Madam:
Pursuant to Section 26 of the Rights Agreement, dated as of October 6,
1987, between The Lubrizol Corporation, an Ohio corporation (the "Company"), and
National City Bank (which has been succeeded by American Stock Transfer & Trust
Company as Rights Agent), which Agreement has been amended by Amendments to
Rights Agreement, dated October 24, 1988 and October 28, 1991, respectively (as
amended "Rights Agreement"), the Company by resolutions by its Board of
Directors, hereby amends the Rights Agreement as follows:
1. To amend the fifth sentence of Section 21 to change the capital and
surplus requirements from $50 million to $10 million.
Very truly yours,
THE LUBRIZOL CORPORATION
By: /s/ X.X. Xxxxxxx
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Name: X. X. Xxxxxxx
Title: Vice President and Secretary
Agreed to and Accepted:
AMERICAN STOCK TRANSFER & TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: Vice President
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