EXHIBIT 2.3 June 2,2004 Noveon International, Inc. Attn: Christopher R. Clegg, Esq. 9911 Brecksville Road Cleveland, Ohio 44141-3247 Fried, Frank, Harris, Shriver & Jacobson LLP Attn: Christopher Ewan, Esq. One New York Plaza New York, New York 10004...Merger Agreement Payment Procedures • June 16th, 2004 • Lubrizol Corp • Industrial organic chemicals
This letter shall serve to set forth our agreement regarding the procedures applicable to the payments to be made in respect of Merger Shares and Company Options in connection with the Agreement and Plan of Merger, dated April 15, 2004 (the "Merger Agreement"), by and among The Lubrizol Corporation ("Lubrizol"), Lubrizol Acquisition Corporation and Noveon International, Inc. ("Noveon"). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
