8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 13, 2004

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:

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

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

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

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

TABLE OF CONTENTS

EX-10(D) Lubrizol Corp. Excess Defined Benefit Plan (Amended)

EX-10(E) Lubrizol Corp Excess Defined Contribution Plan

EX-10(F) Lubrizol Corp. Performance Pay Plan (As Amended)

EX-10(J) Lubrizol Corp. Officers' Supplemental Retirement

EX-10(Z) Lubrizol Corp. 2005 Excess Defined Benefit Plan

EX-10(AA) Lubrizol Corp. 2005 Excess Defined Contribution Plan

EX-10(BB) Lubrizol Corp. Annual Incentive Pay Plan

EX-10(CC) Lubrizol Corp. 2005 Officers Supplemental Retirement

Item 1.01. Entry into a Material Definitive Agreement

On December 13, 2004, the Board of Directors of The Lubrizol Corporation approved the adoption of the following management benefit agreements: The Lubrizol Corporation 2005 Excess Defined Contribution Plan; The Lubrizol Corporation 2005 Excess Defined Benefit Plan; The Lubrizol Corporation 2005 Officers’ Supplemental Retirement Plan and The Lubrizol Corporation Annual Incentive Pay Plan. The predecessors of these plans were amended to terminate with respect to the accrual of future benefits. Accrued benefits under the predecessor plans will continue to be governed by the predecessor plans. All future benefit accruals will be governed by the plans adopted on December 13, 2004. Below is a brief description of each plan.

The Lubrizol Corporation 2005 Excess Defined Contribution Plan provides for profit sharing benefits in excess of what is allowed under The Lubrizol Corporation Employees’ Profit Sharing and Savings Plan, a qualified plan under Section 401(a) of the Internal Revenue Code, due to the operation of Sections 401(a)(17) and 415 of the Internal Revenue Code, or as a result of deferrals under The Lubrizol Corporation 2005 Deferred Compensation Plan for Officers or The Lubrizol Corporation 2005 Executive Council Deferred Compensation Plan. The investment return for the contributions made under the plan are the same as the General Fund under the qualified plan. Benefits are paid in a lump sum cash payment the later of six months after separation from service or 30 days after the beginning of the year that occurs after the year in which the separation from service occurs. As an alternative, a participant can elect at least 12 months in advance to have payments made in up to 10 annual installments, the first of which will be paid five years after the original date of distribution. This plan is unfunded.

The Lubrizol Corporation 2005 Excess Defined Benefit Plan provides for pension benefits in excess of what is allowed under The Lubrizol Corporation Pension Plan, a qualified plan under Section 401(a) of the Internal Revenue Code, due to the operation of Sections 401(a)(17) and 415 of the Internal Revenue Code, or as a result of deferrals under The Lubrizol Corporation 2005 Deferred Compensation Plan for Officers or The Lubrizol Corporation 2005 Executive Council Deferred Compensation Plan. Benefits are paid in a lump sum cash payment the later of six months after separation from service or 30 days after the beginning of the year that occurs after the year in which the separation from service occurs. As an alternative, a participant can elect at least 12 months in advance to have payments made in a life annuity payable for at least 10 years, or a 50% or 100% joint and survivor annuity, the first payment of which will be paid five years after the original date of distribution. This plan is unfunded.

The Lubrizol Corporation 2005 Officers Supplemental Retirement Plan provides for benefits to officers selected by the Organization and Compensation Committee of the Board of Directors, based on an average of the highest three years consecutive years of pay during the last 10 years. The plan limits years of service to 30 and computes benefits on the basis of a 10-year certain and life annuity. Benefits are reduced for Social Security and payments made under other Lubrizol benefit plans. Benefits are paid in a lump sum cash payment the later of six months after separation from service or 30 days after the beginning of the year that occurs after the year in which the separation from service occurs. As an alternative, a participant can elect at least 12 months in advance to have payments made in a life annuity payable for at least 10 years, or a 50% or 100% joint and

survivor annuity, the first of which will be paid five years after the original date of distribution. This plan is unfunded.

The Lubrizol Corporation Annual Incentive Pay Plan provides for annual variable cash compensation to individuals selected by the Organization and Compensation Committee of the Board of Directors. This Committee determines a percentage of annual net income to establish the amount available for payment under this plan based objective and/or subjective performance measures pre-determined by the Committee for the year. The Committee approves payments, if any, after the end of performance year.

Also, on December 13, 2004, the Board of Directors of The Lubrizol Corporation approved the amendment of The Lubrizol Corporation Officers’ Supplemental Plan. The amendment eliminated the offset of company match amounts under The Lubrizol Corporation Employees’ Profit Sharing and Savings Plan as required by Treasury regulations. The amendment was not a material amendment to the plan.

Item 1.02. Termination of a Material Definitive Agreement

On December 13, 2004, the Board of Directors of The Lubrizol Corporation approved the termination of the following management benefit agreements with respect to the accrual of future benefits: The Lubrizol Corporation Excess Defined Contribution Plan; The Lubrizol Corporation Excess Defined Benefit Plan; The Lubrizol Corporation Officers’ Supplemental Benefit Plan; and The Lubrizol Corporation Performance Pay Plan. These plans were terminated with respect to future benefit accruals because the American with Jobs Creation Act of 2004 contains provisions that affect deferred compensation plans such as these plans. Future deferrals will be made under the plans described in Item 1.01 above, which are intended to comply with the new deferred compensation plan provisions. Accrued benefits as of the date of termination of these plans will continue to be governed by the provisions contained in these plans.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Due to his retirement from The Lubrizol Corporation and in accordance with the Board of Director Guidelines for The Lubrizol Corporation, W. G. Bares tendered his resignation on December 13, 2004 to the Board of Directors as Chairman of the Board and as a Director to the Organization and Compensation Committee, effective January 3, 2005. He will be succeeded by James L. Hambrick as Chairman of the Board.

Item 9.01. Financial Statements and Exhibits.

     (c) Exhibits. The following exhibits are furnished herewith:

(10)(d)*      The Lubrizol Corporation Excess Defined Benefit Plan (as amended).

(10)(e)*       The Lubrizol Corporation Excess Defined Contribution Plan (as amended).

(10)(f)*       The Lubrizol Corporation Performance Pay Plan (as amended).

(10)(j)*       The Lubrizol Corporation Officers’ Supplemental Retirement Plan (as amended).

3

(10)(z)*      The Lubrizol Corporation 2005 Excess Defined Benefit Plan.

(10)(aa)*     The Lubrizol Corporation 2005 Excess Defined Contribution Plan.

(10)(bb)*     The Lubrizol Corporation Annual Incentive Pay Plan.

(10)(cc)*     The Lubrizol Corporation 2005 Officers Supplemental Retirement Plan.

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 December 15, 2004
	By:	/s/ Leslie M. Reynolds
	Name: Leslie M. Reynolds
	Title: Corporate Secretary and Counsel

4

EX-10.D

                                                                 Exhibit (10)(d)

                            THE LUBRIZOL CORPORATION
                           EXCESS DEFINED BENEFIT PLAN
                                  (As Amended)

      The Lubrizol Corporation hereby establishes, effective as of January 1,
1986, The Lubrizol Corporation Excess Defined Benefit Plan (the "Plan") for the
purpose of providing supplemental benefits to certain employees, as permitted by
Section 3(36) of the Employee Retirement Income Security Act of l974.

                                    ARTICLE I

                          DEFINITIONS AND CONSTRUCTION

      1.1 Definitions. For the purposes hereof, the following words and phrases
shall have the meanings indicated, unless a different meaning is plainly
required by the context:

            (a) Code. the term "Code" shall mean the Internal Revenue Code as
      amended from time to time. Reference to a section of the Code shall
      include such section and any comparable section or sections of any future
      legislation that amends, supplements, or supersedes such section.

            (b) Company. The term "Company" shall mean The Lubrizol Corporation,
      an Ohio corporation, its corporate successors and the surviving
      corporation resulting from any merger of The Lubrizol Corporation with any
      other corporation or corporations, and any subsidiaries of The Lubrizol
      Corporation which adopt the Plan.

            (c) Lubrizol Pension Plan. The term "Lubrizol Pension Plan" shall
      mean The Lubrizol Corporation Revised Pension Plan as the same shall be in
      effect on the date of a Participant's retirement, death, or other
      termination of employment.

            (d) Participant. Effective June 22, 1992, the term "Participant"
      shall mean any person employed by the Company who is listed on Appendix A
      attached hereto, or who is designated by the Board of Directors as an
      officer for the purposes of Section 16 of the Securities Exchange Act of
      1934, or whose benefits under the Lubrizol Pension Plan are limited by the
      application of Section 401(a)(17) of the Internal Revenue Code of 1986, as
      amended.

            (e) Plan. The term "Plan" shall mean the excess defined benefit
      pension plan as set forth herein, together with all amendments hereto,
      which Plan shall be called "The Lubrizol Corporation Excess Defined
      Benefit Plan."

            (f) Trust. The term "Trust" shall mean The Lubrizol Corporation
      Excess Defined Benefit Plan Trust established pursuant to the Trust
      Agreement.

            (g) Trust Agreement. The term "Trust Agreement" shall mean The
      Lubrizol Corporation Excess Defined Benefit Plan Trust Agreement.

      1.2. Additional Definitions. All other words and phrases used herein shall
have the meanings given them in the Lubrizol Pension Plan, unless a different
meaning is clearly required by the context.



                                   ARTICLE II

                          SUPPLEMENTAL PENSION BENEFIT

      2.1 Eligibility. Effective January 1, 1997, A Participant who retires,
dies, or otherwise terminates his employment with the Company and its
subsidiaries and

            (a) whose benefits under the Lubrizol Pension Plan are limited by
      the provisions of Section 401(a)(17) or 415 of the Code,

            (b) who either was a Participant on January 1, 1989 or had attained
      age 55 on January 1, 1989, and thereafter became a Participant, and whose
      benefits under the Lubrizol Pension Plan are curtailed due to the revision
      of the pension benefit formula, effective as of January 1, 1989, to comply
      with the requirements of the Tax Reform Act of 1986, as amended,

            (c) who participated in The Lubrizol Corporation Deferred
      Compensation Plan for Officers (which was adopted effective July 25,
      1994), or

            (d) who participated in The Lubrizol Corporation Executive Council
      Deferred Compensation Plan (which was adopted effective January 1, 1997)

shall be eligible for a supplemental pension benefit determined in accordance
with the provisions of Section 2.2.

      2.2 Amount. Effective January 1, 1997, subject to the provisions of
Article III, the monthly supplemental pension benefit payable to an eligible
Participant shall be an amount which when added to the monthly pension payable
to such Participant under the Lubrizol Pension Plan (prior to any reduction
applicable to an optional method of payment) equals the monthly pension benefit
which would have been payable under the Lubrizol Pension Plan (prior to any
reduction applicable to an optional method of payment and adjusted for any
amount payable under The Lubrizol Corporation Excess Defined Contribution Plan
which is attributable to The Lubrizol Corporation Employees' Profit-Sharing Plan
and which would have affected the benefit that the Participant would have
received under the Lubrizol Pension Plan had it been payable from The Lubrizol
Corporation Employees' Profit-Sharing Plan) if the limitations of Section
401(a)(17) and 415 of the Code were not in effect and, (if he is a Participant
described in Section 2.1(ii)), his benefits had not been curtailed due to the
revision of the Lubrizol Pension Plan effective as of January 1989, to comply
with the provisions of the Tax Reform Act of 1986, as amended, and, (if he is a
Participant described in Section 2.1(iii)), if he did not participate in The
Lubrizol Corporation Deferred Compensation Plan for Officers (which was adopted
effective July 25, 1994) or in The Lubrizol Corporation Executive Council
Deferred Compensation Plan (which was adopted effective January 1, 1997).

      2.3 Payment. The terms of payment of the supplemental pension benefit
shall be identical to those specified in the Lubrizol Pension Plan for the type
of benefit the Participant receives under the Lubrizol Pension Plan.

      2.4 Vesting. Each Participant as of December 31, 1993, shall be 100
percent vested in his supplemental pension benefit determined in accordance with
the provisions of Section 2.2. Each new Participant after December 31, 1993,
shall be vested in his supplemental pension



benefit under this Plan as determined in accordance with the vesting provisions
of the Lubrizol Pension Plan.

                                   ARTICLE III

                               PAYMENT OF BENEFITS

      3.1 Payment to Participant. (Effective November 27, 1995)

            (a) Each Participant who terminates employment with the Company and
      its related corporations shall receive payment of his supplemental pension
      benefit under the Plan determined as of his date of termination of
      employment in the standard form of benefit of a monthly retirement benefit
      commencing within 30 days following employment termination and payable to
      such Participant for his lifetime following such employment termination,
      with the continuance to his Beneficiary of such amount after his death for
      the remainder, if any, of the 120-month term that commenced with the date
      as of which the first payment of such monthly benefit is made, and with
      any such monthly benefits remaining unpaid upon the death of the survivor
      of the Participant and his Beneficiary to be made to the estate of such
      survivor.

            (b) Participants may instead elect within a 60 day period commencing
      90 days prior to employment termination to receive the actuarial
      equivalent of the standard form of benefit determined under paragraph (a),
      on the date of employment termination, in accordance with any one of the
      following options:

                  (i) for Participants hired prior to February 1, 1984, a single
            lump-sum payment payable within 30 days following employment
            termination;

                  (ii) effective October 1, 2000, for Participants hired prior
            to February 1, 1984, a single lump-sum payment payable within 30
            days following the end of the calendar year in which the
            Participant's employment terminated. Interest on the lump-sum
            deferral shall accrue and be paid with the lump-sum; such interest
            to be computed at the applicable interest rate, as defined in
            Section 417(e)(3)(A)(ii)(II) of the Code, in effect on the date of
            the employment termination.

                  (iii) a reduced monthly retirement benefit commencing within
            30 days following employment termination and payable to such
            Participant for his lifetime following such employment termination,
            with the continuance of a monthly benefit equal to fifty percent
            (50%) of such reduced amount after his death to the Participant's
            Beneficiary during the lifetime of the Beneficiary, provided that
            such Beneficiary is living at the time of such Participant's
            employment termination and survives such Participant;

                  (iv) a reduced monthly retirement benefit commencing within 30
            days following employment termination and payable to such
            Participant during his lifetime following his termination, with the
            continuance of a monthly benefit equal to one hundred percent (100%)
            of such reduced amount after his death to the Participant's
            Beneficiary during the lifetime of the Beneficiary, provided such
            Beneficiary is living at the time of such Participant's termination
            and survives such Participant.



      Such optional forms of payment described above shall be calculated using
the same actuarial factors and interest rates used under The Lubrizol
Corporation Pension Plan (or its successor) as in effect on the date of
employment termination; provided, however, that for any person who was a
Participant as of December 31, 1993, who elects to have his supplemental pension
benefit paid in a single lump-sum payment, the interest rate used to discount
the portion of the Participant's supplemental pension benefit which represents
his accrued benefit as of December 31, 1993, shall be the arithmetic average of
the 7-day compound yield rates for the six full calendar months prior to the
month of termination as published in Donoghue's Tax-Free MONEY FUND AVERAGE
which is reported weekly in Barron's; provided further that such rate with
respect to any month shall be the rate reported in the first issue of Barron's
published during such month.

      Notwithstanding the foregoing provisions of the Plan to the contrary, if
the present actuarial value of any retirement benefit or survivor benefit under
the Plan to any person, determined as described above, is less than $25,000,
such benefit shall be paid in a single lump-sum payment to such person within 30
days following employment termination.

      3.2 Payment in the Event of Death Prior to Commencement of Distribution.
If a Participant dies prior to commencement of benefits under the Plan, his
surviving spouse, if any, shall be eligible for a survivor benefit which is
equal to one-half of the reduced monthly benefit the Participant would have
received under the Plan if the Participant had retired on the day before his
death and had elected to receive his benefit under the Lubrizol Pension Plan in
a 50 percent joint and survivor annuity form. In making the determinations and
reductions required in this Section 3.2, the Company shall apply the assumptions
then in use under the Lubrizol Pension Plan. For purposes hereof, a surviving
spouse shall only be eligible for a benefit under this Section 3.2, if such
spouse had been married to the deceased Participant for at least one year as of
the date of the Participant's death.

      3.3 Special Form of Benefit for E. Victor Luoma. Notwithstanding the first
sentence of Section 3.1, E. Victor Luoma may elect prior to his retirement or
other termination of employment to receive payment of his supplemental pension
benefit under the Plan in the form of a single sum amount, determined and
payable in accordance with the second and third sentences of Section 3.1.

      3.4 Lump Sum Form of Benefit for Roger Y. K. Hsu. Effective January 1,
1996, notwithstanding the provisions of Section 3.1(b), Roger Y. K. Hsu shall
receive payment of his supplemental pension benefit under the Plan in the form
of a single sum amount.

                                   ARTICLE IV

                       ADMINISTRATION (Effective 9/23/02)

      4.1 Authority of the Company. The Company shall be responsible for the
general administration of the Plan, for carrying out the provisions hereof, and
for making, or causing the Trust to make, any required supplemental benefit
payments. The Company shall have all such powers as may be necessary to carry
out the provisions of the Plan, including the power to determine all questions
relating to eligibility for and the amount of any supplemental pension benefit
and all questions pertaining to claims for benefits and procedures for claim
review; to resolve all other questions arising under the Plan, including any
questions of construction; and



to take such further action as the Company shall deem advisable in the
administration of the Plan. The Company may delegate any of its powers,
authorities, or responsibilities for the operation and administration of the
Plan to any person or committee so designated in writing by it and may employ
such attorneys, agents, and accountants as it may deem necessary or advisable to
assist it in carrying out its duties hereunder. The actions taken and the
decisions made by the Company hereunder shall be final and binding upon all
interested parties.

      4.2 Claims Review Procedure. The Company shall notify the person who files
a claim for benefits (hereinafter referred to as the "Claimant") of the Plan's
adverse benefit determination within a reasonable period of time, but not later
than 90 days after the receipt of the claim by the Plan, unless the Company
determines that special circumstances require an extension of time for
processing the claim. If the Company determines that special circumstances
require an extension of time for processing is required, written notice of the
extension shall be furnished to the Claimant prior to the termination of the
initial 90-day period. In no event shall such extension exceed a period of 90
days from the end of such initial period. The extension notice shall indicate
the special circumstances requiring an extension of time and the date by which
the Plan expects to render the benefit determination. Whenever the Company
decides for whatever reason to deny, whether in whole or in part, a claim for
benefits filed by any Claimant, the Company shall transmit to the Claimant a
written notice of the Company's decision, which shall be written in a manner
calculated to be understood by the Claimant and contain a statement of the
specific reasons for the denial of the claim, reference to the specific Plan
provisions on which the determination was based, a description of any additional
material or information necessary for the Claimant to perfect the claim and an
explanation of why such material or information is necessary, a description of
the Plan's review procedures and the time limits applicable to such procedures,
include a statement of the Claimant's right to bring civil action under Section
502(a) ERISA following an adverse benefit determination on review. Within 60
days of the date on which the Claimant receives such notice, he or his
authorized representative may request that the claim denial be reviewed by
filing with the Company a written request therefor, which request shall contain
the following information:

            (a) the date on which the Claimant's request was filed with the
            Company; provided, however, that the date on which the Claimant's
            request for review was in fact filed with the Company shall control
            in the event that the date of the actual filing is later than the
            date stated by the Claimant pursuant to this paragraph (a);

            (b) the specific portions of the denial of his claim which the
            Claimant requests the Company to review;

            (c) a statement by the Claimant setting forth the basis upon which
            he believes the Company should reverse the Company's previous denial
            of his claim for benefits and accept his claim as made; and

            (d) any written comments, documents, records and other information
            which the Claimant desires the Company to examine in its
            consideration of his position as stated pursuant to paragraph (c).

Claimant shall be provided, upon request and free of charge, reasonable access
to, and copies of, all documents, records, and other information relevant to the
Claimant's claim for benefits. The review of the claim will take into account
all comments, documents, records and other



information submitted by the Claimant relating to the claim, without regard to
whether such information was submitted or considered in the initial benefit
determination. Within no later than 60 days of the date determined pursuant to
paragraph (a) of this Section 4.2, the Company shall notify Claimant of the
Plan's benefit determination, unless the Company determines that special
circumstances require an extension of time for processing the claim. If the
Company determines that an extension of time for processing is required, written
notice of the extension will be furnished to the Claimant prior to the
termination of the initial 60-day period. In no event shall such extension
exceed a period of 60 days from the end of the initial period. The extension
notice shall indicate the special circumstances requiring an extension of time
and the date by which the Plan expects to render the determination on review.
The Company shall provide the Claimant with a written notification of the Plan's
benefit determination on review, written in a manner calculated to be understood
by the Claimant, including the reasons and Plan provisions upon which its
decision was based, a statement that the Claimant is entitled to receive, upon
request and free of charge, reasonable access to, and copies of, all documents,
records and other information relevant to the Claimant's claim for benefits, and
a statement of the Claimant's right to bring an action under Section 502(a) of
ERISA.

                                    ARTICLE V

                            AMENDMENT AND TERMINATION

            (a) Company reserves the right to amend or terminate the Plan in
      whole or in part at any time and to suspend operation of the Plan, in
      whole or in part, at any time, by resolution or written action of its
      Board of Directors or by action of a committee to which such authority has
      been delegated by the Board of Directors; provided, however, that no
      amendment shall result in the forfeiture or reduction of the interest of
      any Participant or person claiming under or through any one or more of
      them pursuant to the Plan. Any amendment of the Plan shall be in writing
      and signed by authorized individuals.

            (b) Effective December 31, 2004, this Plan is terminated with
      respect to further accruals of benefits. Benefits which have accrued
      hereunder as of December 31, 2004 shall continue to be administered under
      the terms and provisions of this Plan.

                                   ARTICLE VI

                                  MISCELLANEOUS

      6.1 Non-Alienation of Retirement Rights or Benefits. No Participant shall
encumber or dispose of his right to receive any payments hereunder, which
payments or the right thereto are expressly declared to be non-assignable and
non-transferable. If a Participant attempts to assign, transfer, alienate or
encumber his right to receive any payment hereunder or permits the same to be
subject to alienation, garnishment, attachment. execution, or levy of any kind,
then thereafter during the life of such Participant, and also during any period
in which any Participant is incapable in the judgment of the Company of
attending to his financial affairs, any payments which the Company is required
to make hereunder may be made, in the discretion of the Company, directly to
such Participant or to any other person for his use or benefit or that of his
dependents, if any, including any person furnishing goods or services to or for
his use or benefit or the use or benefit of his dependents, if any. Each such
payment may be made without the intervention of a



guardian, the receipt of the payee shall constitute a complete acquittance to
the Company with respect thereto, and the Company shall have no responsibility
for the proper allocation thereof.

      6.2 Plan Non-Contractual. Nothing herein contained shall be construed as a
commitment or agreement on the part of any person employed by the Company to
continue his employment with the Company, and nothing herein contained shall be
construed as a commitment on the part of the Company to continue the employment
or the annual rate of compensation of any such person for any period, and all
Participants shall remain subject to discharge to the same extent as if the Plan
had never been established.

      6.3 Trust. In order to provide a source of payment for its obligations
under the Plan, the Company has established the Trust, the terms of which are
governed by the Trust Agreement.

      6.4 Interest of a Participant. Subject to the provisions of the Trust
Agreement, the obligation of the Company under the Plan to provide a Participant
with a supplemental pension benefit constitutes the unsecured promise of the
Company to make payments as provided herein, and no person shall have any
interest in, or a lien or prior claim upon, any property of the Company.

      6.5 Controlling Status. No Participant shall be eligible for a benefit
under the Plan unless such Participant is a Participant on the date of his
retirement, death, or other termination of employment.

      6.6 Claims of Other Persons. The provisions of the Plan shall in no event
be construed as giving any person, firm or corporation any legal or equitable
right as against the Company, its officers, employees, or directors, except any
such rights as are specifically provided for in the plan or are hereafter
created in accordance with the terms and provisions of the Plan.

      6.7 Severability. The invalidity or unenforceability of any particular
provision of the Plan shall not affect any other provision hereof, and the Plan
shall be construed in all respects as if such invalid or unenforceable provision
were omitted herefrom.

      6.8 Governing Law. The provisions of the Plan shall be governed and
construed in accordance with the laws of the State of Ohio.



                                   APPENDIX A
                                       TO
                            THE LUBRIZOL CORPORATION
                           EXCESS DEFINED BENEFIT PLAN



Participants(1)                            Effective Date
- ---------------                            --------------
                                        
1. W. G. Bares                             December 31, 1986
2. G. R. Hill                              December 31, 1986
3. J. R. Ahern                             April 1, 1990
4. J. W. Bauer                             April 27, 1992
5. S. F. Kirk                              April 26, 1993
6. Y. Le Couedic                           April 26, 1993
7. J. E. Hodge                             April 26, 1993
8. M. W. Meister                           April 26, 1993
9. S. A. Di Biase                          April 26, 1993
10. G. P. Lieb                             April 25, 1994
11. L. M. Reynolds                         April 24, 1995
13. C. P. Cooley                           April 1, 1998
14. D. W. Bogus                            April 1, 2000
15. J. L. Hambrick                         May 1, 2000
16. G. R. Lewis                            April 23, 2001
17. R. S. Potter                           September 4, 2001
18. J. Wanstreet                           April 22, 2002




Former Participants(2)
- --------------------
                                        
1. P. L. Krug (R)
2. W. T. Beargie (R)
3. W. D. Manning (R)
4. R. W. Scher (R)
5. J. P. Arzul (D)
6. J. R. Cooper (R)
7. J. I. Rue (R)
8. R. J. Senz (T)
9. E. V. Luoma (R)
10. R. Y. K. Hsu (R)
11. L. E. Coleman (D)
12. J. G. Bulger (R)
13. D. A. Muskat (R)
14. W. R. Jones (R)
15. R. A. Andreas (R)
16. J. A. Thomas (R)
17. K. H. Hopping (R)
18. R. D. Robins (R)


- -------------------------

(1) This listing of Participants is limited to those Participants who are also
officers for purposes of Section 16 of the Securities Exchange Act of 1934.

(2) R = Retired, D = Deceased, T = Terminated.

EX-10.E

                                                                 Exhibit (10)(e)

                            THE LUBRIZOL CORPORATION
                        EXCESS DEFINED CONTRIBUTION PLAN
                                  (As Amended)

      The Lubrizol Corporation hereby establishes, effective as of December 31,
1986, The Lubrizol Corporation Excess Defined Contribution Plan (the "Plan") for
the purpose of supplementing the benefits of certain employees, as permitted by
Section 3(36) of the Employee Retirement Income Security Act of 1974.

                                    ARTICLE I

                                   DEFINITIONS

      1.1 Definitions. For the purposes hereof, the following words and phrases
shall have the meanings indicated, unless a different meaning is plainly
required by the context:

            (a) Beneficiary. The term "Beneficiary" shall mean the person or
      persons who shall be designated by a Participant to receive distribution
      of such Participant's interest under the Plan in the event such
      Participant dies before full distribution of his interest.

            (b) Code. The term "Code" shall mean the Internal Revenue Code as
      amended from time to time. Reference to a section of the Code shall
      include such section and any comparable section or sections of any future
      legislation that amends, supplements, or supersedes such section.

            (c) Company. Effective December 30, 1994, the term "Company" shall
      mean The Lubrizol Corporation, an Ohio corporation, its corporate
      successors and the surviving corporation resulting from any merger of The
      Lubrizol Corporation with any other corporation or corporations, and any
      subsidiaries of The Lubrizol Corporation which adopt the Plan.

            (d) Fund. The term "Fund" shall mean each separate investment fund
      established and maintained under the Trust Agreement.

            (e) Lubrizol Profit-Sharing Plan. The term "Lubrizol Profit-Sharing
      Plan" shall mean The Lubrizol Corporation Employees' Profit-Sharing Plan
      as the same shall be in effect on the date of a Participant's retirement,
      death, or other termination of employment.

            (f) Participant. Effective September 30, 1994, The term
      "Participant" shall mean any person employed by the Company who is listed
      on Appendix A attached hereto, or who is designated by the Board of
      Directors as an officer for the purposes of Section 16 of the Securities
      Exchange Act of 1934, or whose benefits under the Profit-Sharing Plan are
      limited by the application of Section 401(a)(17) of the Internal Revenue
      Code of 1986, as amended.

            (g) Plan. The term "Plan" shall mean the excess defined contribution
      retirement plan as set forth herein, together with all amendments hereto,
      which Plan shall be called "The Lubrizol Corporation Excess Defined
      Contribution Plan."



            (h) Plan Year. The term "Plan Year" shall mean the calendar year.

            (i) Supplemental Company Contributions. The term "Supplemental
      Company Contributions" shall mean the contributions made by the Company
      under the Plan in accordance with the provisions of Section 2.2.

            (j) Trust Agreement. The term "Trust Agreement" shall mean The
      Lubrizol Corporation Excess Defined Contribution Plan Trust Agreement.

            (k) Trust Assets. The term "Trust Assets" shall mean all property
      held by the Trustee pursuant to the Trust Agreement.

            (l) Trustee. The term "Trustee" shall mean the trustee of The
      Lubrizol Corporation Excess Defined Contribution Trust.

            (m) Valuation Date. The term "Valuation Date" shall mean the last
      day of each Plan Year and any other date as may be agreed upon by the
      Company and the Trustee.

            (n) Separate Accounts. The term "Separate Accounts" shall mean each
      account established on behalf of a Participant under the Plan and credited
      with Supplemental Company Contributions in accordance with the provisions
      of Section 2.3.

            (o) Lubrizol Deferred Compensation Plan. Effective July 1, 1994, the
      term "Lubrizol Deferred Compensation Plan" shall mean The Lubrizol
      Corporation Deferred Compensation Plan for Officers (which was adopted
      effective July 1, 1994), as shall be in effect on the date of the
      Participant's retirement, death, or other termination of employment.

            (p) Executive Council Deferred Compensation Plan. Effective January
      1, 1997, the term "Executive Council Deferred Compensation Plan" shall
      mean The Lubrizol Corporation Executive Council Deferred Compensation
      Plan, as shall be in effect on the date of the Participant's retirement,
      death, or other termination of employment.

             1.2 Additional Definitions. All other words and phrases used herein
shall have the meanings given them in the Lubrizol Profit-Sharing Plan, unless a
different meaning is clearly required by the context.

                                   ARTICLE II

                           SUPPLEMENTAL CONTRIBUTIONS

      2.1 Eligibility. Effective January 1, 1997, a Participant whose benefits
under the Lubrizol Profit-Sharing Plan are limited with respect to any Plan Year
by Section 401(a)(17) or 415 of the Code, or who participated in the Lubrizol
Deferred Compensation Plan or the Executive Council Deferred Compensation Plan,
shall be eligible to have contributions made with respect to him under the Plan
in accordance with the provisions of this Article II.



      2.2 Supplemental Company Contributions. Effective January 1, 1997, in the
event that Company contributions under the Lubrizol Profit-Sharing Plan with
respect to a Participant are limited for any Plan Year due to the provisions of
Section 401(a)(17) or 415 of the Code, or due to the Participant's participation
in the Lubrizol Deferred Compensation Plan or the Executive Council Deferred
Compensation Plan, the amounts by which such contributions are limited shall be
credited under the Plan by the Company and shall be designated as Supplemental
Company Contributions.

      2.3 Allocation of Contributions. Effective September 30, 1994,
Supplemental Company Contributions shall be allocated among the Separate
Accounts of the Participants on whose behalf such contributions are made.

      2.4 Administration of Separate Accounts. Effective September 30, 1994,
each Separate Account to which contributions under Sections 2.2 and 2.3 are
credited and allocated shall be credited monthly with the net monthly increase
experienced by the General Fund of the Lubrizol Profit-Sharing Plan.

                                   ARTICLE III

                                  DISTRIBUTION

      3.1 Vesting. Each Participant as of December 31, 1993, shall be 100
percent vested in the value of his Separate Accounts. Each new Participant after
December 31, 1993, shall be vested in the value of his Separate Accounts under
this Plan as determined in accordance with the vesting provisions of the
underlying qualified plans.

      3.2 Distribution. (Effective November 27, 1995)

            (a) Each Participant who terminates employment with the Company and
      its related corporations shall receive payment of the balance in his
      Separate Account in the standard form of payment of a single lump-sum
      payment payable within 30 days following employment termination;

            (b) Effective October 1, 2000, Participants may instead elect within
      a 60-day period commencing 90 days prior to employment termination to
      receive the balance of his Separate Account in any one of the following
      payment options:

            i. a single lump-sum payment payable within 30 days following the
            calendar year in which the Participant's employment terminated.
            Interest shall accrue and be paid with the lump-sum; such interest
            to be computed at the applicable interest rate, as defined in
            Section 417(e)(3)(A)(ii)(II) of the Code, in effect on the date of
            employment termination.

            ii. annual installments of up to ten payments, the first of which
            shall be paid within 30 days of the Participant's employment
            termination, and subsequent installments of which shall be paid on
            the anniversary date of the payment of the first installment. Such
            installments shall be determined by dividing the value of the
            Participant's Separate Account (determined in the same manner as
            under the Lubrizol Profit-Sharing Plan by the number of installments
            to be paid and adjusting for interest based on the applicable
            interest rate, as defined in Section 417(e)(3)(A)(ii)(II) of the
            Code, in effect on the date of employment termination.



            Installments after the first installment shall include such
            interest, which accrues during the 12-month period occurring since
            the date the prior installment was paid.

      Notwithstanding the foregoing provisions of the Plan to the contrary, if
the present value of the Separate Account is less than $25,000, such benefit
shall be paid in a single lump-sum payment to such person within 30 days
following employment termination.

      3.3 Distribution in the Event of Death. Effective September 30, 1994, in
the event of the death of a Participant prior to distribution in full of his
interest under the Plan, his Beneficiary shall receive distribution of such
interest. In the event of death of a Participant prior to making an election for
benefits, such Beneficiary shall receive distribution of such interest as soon
as practicable after such Participant's death in the form elected by such
Beneficiary pursuant to Section 3.2. The Beneficiary under this Section 3.3
shall be the person designated as the Participant's beneficiary under the
Lubrizol Profit-Sharing Plan. If no Beneficiary survives such Participant or if
no Beneficiary has been designated by such Participant, the estate of such
Participant shall be the Beneficiary and receive distribution thereof. If any
Beneficiary dies after becoming entitled to receive distribution hereunder and
before such distribution is made in full, and if no other person or persons have
been designated to receive the balance of such distribution upon the happening
of such contingency, the estate of such deceased Beneficiary shall become the
Beneficiary as to such balance.

                                   ARTICLE IV

                       ADMINISTRATION (Effective 9/23/02)

      4.1 Authority of the Company. The Company shall be responsible for the
general administration of the Plan, for carrying out the provisions hereof, and
for making, or causing the Trust to make, any required supplemental benefit
payments. The Company shall have all such powers as may be necessary to carry
out the provisions of the Plan, including the power to determine all questions
relating to eligibility for and the amount of any supplemental pension benefit
and all questions pertaining to claims for benefits and procedures for claim
review; to resolve all other questions arising under the Plan, including any
questions of construction; and to take such further action as the Company shall
deem advisable in the administration of the Plan. The Company may delegate any
of its powers, authorities, or responsibilities for the operation and
administration of the Plan to any person or committee so designated in writing
by it and may employ such attorneys, agents, and accountants as it may deem
necessary or advisable to assist it in carrying out its duties hereunder. The
actions taken and the decisions made by the Company hereunder shall be final and
binding upon all interested parties.

      4.2 Claims Review Procedure. The Company shall notify the person who files
a claim for benefits (hereinafter referred to as the "Claimant") of the Plan's
adverse benefit determination within a reasonable period of time, but not later
than 90 days after the receipt of the claim by the Plan, unless the Company
determines that special circumstances require an extension of time for
processing the claim. If the Company determines that special circumstances
require an extension of time for processing is required, written notice of the
extension shall be furnished to the Claimant prior to the termination of the
initial 90-day period. In no event shall such extension exceed a period of 90
days from the end of such initial period. The extension notice shall indicate
the special circumstances requiring an extension of time and the date by which
the Plan expects to render the benefit determination. Whenever the Company
decides for whatever reason to deny, whether in whole or in part, a claim for
benefits



filed by any Claimant, the Company shall transmit to the Claimant a written
notice of the Company's decision, which shall be written in a manner calculated
to be understood by the Claimant and contain a statement of the specific reasons
for the denial of the claim, reference to the specific Plan provisions on which
the determination was based, a description of any additional material or
information necessary for the Claimant to perfect the claim and an explanation
of why such material or information is necessary, a description of the Plan's
review procedures and the time limits applicable to such procedures, include a
statement of the Claimant's right to bring civil action under Section 502(a)
ERISA following an adverse benefit determination on review. Within 60 days of
the date on which the Claimant receives such notice, he or his authorized
representative may request that the claim denial be reviewed by filing with the
Company a written request therefor, which request shall contain the following
information:

            (a) the date on which the Claimant's request was filed with the
      Company; provided, however, that the date on which the Claimant's request
      for review was in fact filed with the Company shall control in the event
      that the date of the actual filing is later than the date stated by the
      Claimant pursuant to this paragraph (a);

            (b) the specific portions of the denial of his claim which the
      Claimant requests the Company to review;

            (c) a statement by the Claimant setting forth the basis upon which
      he believes the Company should reverse the Company's previous denial of
      his claim for benefits and accept his claim as made; and

            (d) any written comments, documents, records and other information
      which the Claimant desires the Company to examine in its consideration of
      his position as stated pursuant to paragraph (c).

Claimant shall be provided, upon request and free of charge, reasonable access
to, and copies of, all documents, records, and other information relevant to the
Claimant's claim for benefits. The review of the claim will take into account
all comments, documents, records and other information submitted by the Claimant
relating to the claim, without regard to whether such information was submitted
or considered in the initial benefit determination. Within no later than 60 days
of the date determined pursuant to paragraph (a) of this Section 4.2, the
Company shall notify Claimant of the Plan's benefit determination, unless the
Company determines that special circumstances require an extension of time for
processing the claim. If the Company determines that an extension of time for
processing is required, written notice of the extension will be furnished to the
Claimant prior to the termination of the initial 60-day period. In no event
shall such extension exceed a period of 60 days from the end of the initial
period. The extension notice shall indicate the special circumstances requiring
an extension of time and the date by which the Plan expects to render the
determination on review. The Company shall provide the Claimant with a written
notification of the Plan's benefit determination on review, written in a manner
calculated to be understood by the Claimant, including the reasons and Plan
provisions upon which its decision was based, a statement that the Claimant is
entitled to receive, upon request and free of charge, reasonable access to, and
copies of, all documents, records and other information relevant to the
Claimant's claim for benefits, and a statement of the Claimant's right to bring
an action under Section 502(a) of ERISA.

                                    ARTICLE V



                            AMENDMENT AND TERMINATION

            (a) Company reserves the right to amend or terminate the Plan in
      whole or in part at any time and to suspend operation of the Plan, in
      whole or in part, at any time, by resolution or written action of its
      Board of Directors or by action of a committee to which such authority has
      been delegated by the Board of Directors; provided, however, that no
      amendment shall result in the forfeiture or reduction of the interest of
      any Participant or person claiming under or through any one or more of
      them pursuant to the Plan. Any amendment of the Plan shall be in writing
      and signed by authorized individuals.

            (b) Effective December 31, 2004, this Plan is terminated with
      respect to further Supplemental Company Contributions. Benefits which have
      accrued hereunder as of December 31, 2004 shall continue to be
      administered under the terms and provisions of this Plan.

                                   ARTICLE VI

                                  MISCELLANEOUS

      6.1 Non-Alienation of Retirement Rights or Benefits. No Participant shall
encumber or dispose of his right to receive any payments hereunder, which
payments or the right thereto are expressly declared to be non-assignable and
non-transferable. If a Participant or Beneficiary attempts to assign, transfer,
alienate or encumber his right to receive any payment under the Plan or permits
the same to be subject to alienation, garnishment, attachment, execution, or
levy of any kind, then thereafter during the life of such Participant or
Beneficiary and also during any period in which any Participant or Beneficiary
is incapable in the judgment of the Company of attending to his financial
affairs, any payments which the Company is required to make hereunder may be
made, in the discretion of the Company, directly to such Participant or
Beneficiary or to any other person for his use or benefit or that of his
dependents, if any, including any person furnishing goods or services to or for
his use or benefit or the use or benefit of his dependents, if any. Each such
payment may be made without the intervention of a guardian, the receipt of the
payee shall constitute a complete acquittance to the Company with respect
thereto, and the Company shall have no responsibility for the proper allocation
thereof.

      6.2 Plan Non-Contractual. Nothing herein contained shall be construed as a
commitment or agreement on the part of any person employed by the Company to
continue his employment with the Company, and nothing herein contained shall be
construed as a commitment on the part of the Company to continue the employment
or the annual rate of compensation of any such person for any period, and all
Participants shall remain subject to discharge to the same extent as if the Plan
had never been established.

      6.3 Trust. In order to provide a source of payment for its obligations
under the Plan, the Company has established The Lubrizol Corporation Excess
Defined Contribution Plan Trust.

      6.4 Interest of a Participant. Subject to the provisions of the Trust
Agreement, the obligation of the Company under the Plan to provide a Participant
or Beneficiary with supplemental retirement benefits merely constitutes the
unsecured promise of the Company to



make payments as provided herein, and no person shall have any interest in, or a
lien or prior claim upon, any property of the Company.

      6.5 Controlling Status. No Participant shall be eligible for a benefit
under the Plan unless such Participant is a Participant on the date of his
retirement, death, or other termination of employment.

      6.6 Claims of Other Persons. The provisions of the Plan shall in no event
be construed as giving any person, firm or corporation any legal or equitable
right as against the Company, its officers, employees, or directors, except any
such rights as are specifically provided for in the Plan or are hereafter
created in accordance with the terms and provisions of the Plan.

      6.7 Severability. The invalidity or unenforceability of any particular
provision of the Plan shall not affect any other provision hereof, and the Plan
shall be construed in all respects as if such invalid or unenforceable provision
were omitted herefrom.

      6.8 Governing Law. The provisions of the Plan shall be governed and
construed in accordance with the laws of the State of Ohio.



                                   APPENDIX A
                                       TO
                            THE LUBRIZOL CORPORATION
                        EXCESS DEFINED CONTRIBUTION PLAN



Participants(1)                         Effective Date
- ---------------                         --------------
                                     
1. W. G. Bares                          December 31, 1986
2. G. R. Hill                           December 31, 1986
3. J. R. Ahern                          April 1, 1990
4. J. W. Bauer                          April 27, 1992
5. S. F. Kirk                           April 26, 1993
6. Y. Le Couedic                        April 26, 1993
7. J. E. Hodge                          April 26, 1993
8. M. W. Meister                        April 26, 1993
9. S. A. Di Biase                       April 26, 1993
10. G. P. Lieb                          April 25, 1994
11. L. M. Reynolds                      April 24, 1995
13. C. P. Cooley                        April 1, 1998
14. D. W. Bogus                         April 1, 2000
15. J. L. Hambrick                      May 1, 2000
16. G. R. Lewis                         April 23, 2001
17. R. S. Potter                        September 4, 2001
18. J. Wanstreet                        April 22, 2002




Former Participants(2)
- ----------------------
                                     
1. P. L. Krug (R)
2. W. T. Beargie (R)
3. W. D. Manning (R)
4. R. W. Scher (R)
5. J. P. Arzul (D)
6. J. R. Cooper (R)
7. J. I. Rue (R)
8. R. J. Senz (T)
9. E. V. Luoma (R)
10. R. Y. K. Hsu (R)
11. L. E. Coleman (D)
12. J. G. Bulger (R)
13. D. A. Muskat (R)
14. W. R. Jones (R)
15. R. A. Andreas (R)
16. J. A. Thomas (R)
17. K. H. Hopping (R)
18. R. D. Robins (R)


- -------------------------

(1) This listing of Participants is limited to those Participants who are also
officers for purposes of Section 16 of the Securities Exchange Act of 1934.

(2) R = Retired, D = Deceased, T = Terminated.

EX-10.F

                                                                 Exhibit (10)(f)

                            THE LUBRIZOL CORPORATION
                              PERFORMANCE PAY PLAN
                         (Formerly Variable Award Plan)

                                  (As Amended)

                                  INTRODUCTION

      The Lubrizol Corporation (hereinafter referred to as the "Corporation")
hereby amends, effective as of January 1, 1998, The Lubrizol Corporation
Performance Pay Plan (formerly The Lubrizol Corporation Variable Award Plan)
(hereinafter referred to as the "Plan") in order to provide an award for
employees which reflects the pursuit of superior performance, increased customer
satisfaction and enhancement of shareholder value. Awards for participating
employees under the Plan shall depend upon corporate performance measures as
determined by the Committee for the Plan Year.

      Except as otherwise provided, the Plan shall be administered by the
Organization and Compensation Committee (hereinafter referred to as the
"Committee") of the Board of Directors of the Corporation. The Committee shall
have conclusive authority to construe and interpret the Plan and any agreements
entered into under the Plan and to establish, amend, and rescind rules and
regulations for its administration. The Committee shall also have any additional
authority as the Board may from time to time determine to be necessary or
desirable.

                                    ARTICLE I
                                   DEFINITIONS

      1.01 Definitions. The following terms shall have the indicated meanings
for purposes of the Plan:

      (a)   "Board" shall mean the Board of Directors of the Corporation.

      (b)   "Chief Executive Officer" shall mean the chief executive officer of
            the Corporation.

      (c)   "Committee" shall mean the Organization and Compensation Committee
            of the Board, or other designated committee of the Board, consisting
            of persons who are not Employees or Foreign Employees.

      (d)   "Corporation" shall mean The Lubrizol Corporation, a corporation
            organized under the laws of the State of Ohio.

      (e)   "Director" shall mean a member of the Board.

      (f)   "Employee" shall mean any person other than an Officer, who is
            employed for a wage or salary by the Corporation or a domestic
            Subsidiary.

      (g)   "Foreign Employee" shall mean any person who is employed for a wage
            or salary by an international Subsidiary of the Corporation.

                                       1


      (h)   "Foreign Participant" shall mean any Foreign Employee who has been
            selected by the Committee pursuant to Article VI of the Plan, and
            who has not for any reason become ineligible to participate in the
            Plan.

      (i)   "Individual Award" shall mean the amount paid (or to be paid) to a
            Participant or Foreign Participant, as the case may be, by the
            Corporation pursuant to the Plan.

      (j)   "Individual Performance Shares" shall have the definition, and shall
            be determined, as set forth in Section 3.02 herein.

      (k)   "Officer shall mean an employee of the Corporation or a Subsidiary
            who is a member of the Executive Council of the Corporation.

      (l)   "Participant" shall mean all Officers, and any Employee who has been
            selected by the Committee pursuant to Article II herein to
            participate in the Plan, and have not for any reason become
            ineligible to participate in the Plan.

      (m)   "Pay" shall be determined at the time of calculating the Individual
            Performance Shares and shall be determined for each Participant as
            follows:

            (i)   Add 1.0 to the decimal rate that applies in computing his
                  quarterly pay;

            (ii)  Multiply his current bi-weekly base pay by the sum determined
                  in (ii); and

            (iii) Multiply the product determined in (ii) by 26.

      (n)   "Plan" shall mean The Lubrizol Corporation Performance Pay Plan
            (formerly The Lubrizol Corporation Variable Award Plan), effective
            January 1, 1990, as amended effective January 1, 1996, as further
            amended effective January 1, 1997, and as further amended effective
            January 1, 1999, as herein set forth.

      (o)   "Plan Year" shall mean each twelve-month period commencing January 1
            and ending December 31.

      (p)   "Subsidiary" shall mean any corporation, foreign or domestic, that
            is wholly or partially (but not less than 50%) owned directly or
            indirectly by the Corporation.

      1.02 Construction. Where necessary or appropriate to the meaning of a
word, the singular shall be deemed to include the plural, the plural to include
the singular, the masculine to include the feminine, and the feminine to include
the masculine.

                                   ARTICLE II
                          ELIGIBILITY AND PARTICIPATION

      2.01 Eligibility. All Employees and Officers shall be eligible to
participate in the Plan.

      2.02 Participation. All Officers shall participate in the Plan. In
addition, the Committee shall determine which Employees shall participate in the
Plan for each Plan Year. The Committee may also determine which Employees hired
during the Plan Year shall participate in the Plan for such Plan Year. The
Committee's selection of Participants shall be after considering recommendations
presented to it by the Chief Executive Officer.

                                       2


                                   ARTICLE III
                          INDIVIDUAL PERFORMANCE SHARES

      3.01 In General. At the time the Committee selects Participants for any
Plan Year, the Committee shall, after consideration of the recommendations of
the Chief Executive Officer, establish, for each Plan Year, Individual
Performance Shares for each Participant.

      3.02 Calculation of Individual Performance Shares. Individual Performance
Shares shall be calculated in the following manner:

      (a)   The Pay of each Participant shall be multiplied by a designated
            percentage which shall take into account the Participant's position
            in the Corporation. Such designated percentage shall be determined
            by the Committee.

      (b)   The product for each Participant, determined pursuant to the
            calculation in paragraph (a) above, shall be divided by the sum of
            all such amounts produced for all Participants calculated in
            accordance with paragraph (a) above.

      (c)   The quotient determined for each Participant, calculated pursuant to
            paragraph (b) above, shall be multiplied by 100 and rounded, up or
            down, to the nearer whole number to produce the number of each
            Participant's Individual Performance Shares.

      Individual Performance Shares may be either increased or decreased, at any
time, or from time to time, during a Plan Year, for any Participant at the sole
discretion of the Committee in order to reflect any change in the individual
contribution under the formula set forth in this Section 3.02.

                                   ARTICLE IV
                              DETERMINATION OF FUND

      4.01 Fund. A fund shall be accrued on a monthly basis during each Plan
Year, based upon a fixed percentage of the Corporation's monthly consolidated
net income during such Plan Year (the "Fund"), as established by the Committee,
which percentage may be increased or decreased at any time, and from time to
time, prior to the end of the Plan Year at the discretion of the Committee. The
Fund shall consist of bookkeeping accruals on the books of the Corporation and
no cash or other property shall be set aside by the Corporation for these
purposes.

      4.02 Post-Plan Year Fund Adjustment. At the beginning of each Plan Year,
corporate initiatives for the Plan Year will be categorized into corporate
performance measures and shall be presented to the Committee by the Chief
Executive Officer. In January following the Plan Year, the Chief Executive
Officer shall evaluate the outcome of the performance measures for the Plan Year
just concluded and shall present his evaluation to the Committee which the
Committee may, at its discretion, increase or decrease the amount of the Fund.

                                    ARTICLE V
                                INDIVIDUAL AWARDS

                                       3


      5.01 Allocation. Each Participant's Individual Award for a Plan Year shall
be calculated in January following the close of the Plan Year and shall be an
amount determined as follows:

      (a)   Divide the total Fund, as finally approved by the Committee, by the
            total Individual Performance Shares of all Participants;

      (b)   For each Participant, multiply the amount determined in paragraph
            (a) by such Participant's Individual Performance Shares; and

      (c)   The product determined in paragraph (b) shall be the tentative
            amount of the Participant's Individual Award which may be increased
            or decreased in the sole discretion of the Committee.

      The Committee may also in its sole and unrestricted discretion determine
Individual Awards for Participants who were hired during the Plan Year. No
Participant shall have any vested interest in, or be entitled to, any Individual
Award unless and until payment is authorized by the Committee.

      5.02 Time and Method of Payment of Individual Awards. In the event the
Committee determines that a Participant is entitled to an Individual Award, the
Corporation shall pay such Individual Award to that Participant as soon after
the close of the Plan Year as may be feasible, but in no event later than thirty
30 days after the date that the Corporation releases its public announcement of
the Corporation's earnings for such Plan Year. A Participant, who leaves the
Corporation's employ after the Plan Year but prior to the payment of an
Individual Award, except in the case of retirement under the provisions of a
qualified defined benefit plan maintained by the Corporation, disability or
death, will not be eligible to receive any payment under this Plan. However, an
Individual Award may be made to such a Participant in those instances where
recommendation for such a payment has been made by the Chief Executive Officer
and approved by the Committee.

      In the event a Participant dies after the Plan Year but prior to the
payment of any Individual Award with respect to the Plan Year, any Individual
Award determined to be payable by the Committee shall be paid by the Corporation
to the Participant's estate.

      5.03 Conditions. Anything contained herein to the contrary
notwithstanding, the payment of Individual Awards to Participants with respect
to any Plan Year is conditioned upon the availability of adequate corporate
profits for the Corporation's fiscal year coinciding with any Plan Year. The
determination of whether adequate corporate profits exist shall be made by the
Board in its sole and unrestricted judgment and discretion and such
determination shall be conclusive and binding.

                                   ARTICLE VI
                          AWARDS FOR FOREIGN EMPLOYEES

      6.01 Participation. The Committee shall determine which Foreign Employees
shall participate in the Plan for each Plan Year. The Committee's selection of
Foreign Participants shall be made after considering recommendations presented
to it by the Chief Executive Officer.

      6.02 Individual Awards. At the time the Individual Awards are determined
for Participants, the Committee shall, in its discretion, after consideration of
the recommendations

                                       4


of the Chief Executive Officer, establish for each Plan Year Individual Awards
for each Foreign Participant.

      6.03 Payment of Awards. Individual Awards to each Foreign Participant
shall be paid by the international Subsidiary that is the employer of such
Foreign Participant at the same time as payment is made to Participants under
Section 5.02. All payments shall be converted from the U.S. dollar measurement
under the Plan to the currency of the country of the such Subsidiary at the
currency exchange rate in effect at the time the Individual Award is determined.
All applicable withholding taxes shall be withheld from the distribution and
remitted by the international subsidiary to the appropriate taxing authority.

      6.04 Conditions.

      (a)   A Foreign Employee who leaves the international Subsidiary's employ
            after the end of the Plan Year but prior to the payment of an
            Individual Award, except in the case of retirement in accordance
            with the customary practice of such Subsidiary, disability or death,
            will not be eligible to receive any payment under this Plan.
            However, an Individual Award may be made to such a Foreign
            Participant in those instances where recommendation for such a
            payment has been made by the Chief Executive Officer and approved by
            the Committee.

      (b)   In the event a Foreign Participant dies after the Plan year but
            prior to the payment of any Individual Award with respect to the
            Plan Year, any Individual Award determined by the Committee to be
            payable, shall be paid by the international Subsidiary to the
            Foreign Participant's estate or in accordance with local laws.

                                   ARTICLE VII
                                CHANGE OF CONTROL

      7.01 Effect of Change in Control. In the event a Change in Control of the
Corporation (as defined in Section 7.02) occurs prior to final determination by
the Committee of the amounts of Individual Awards to be paid under the Plan with
respect to any Plan Year, the Committee shall calculate such Individual Awards
as soon as practicable after such Change in Control. The Fund from which
Individual Awards are to be made shall be based upon accruals by the Corporation
up to the time of such Change in Control and Individual Awards shall be
calculated in accordance with Sections 5.01 and 6.02 herein. Payment of such
Individual Awards shall be made within thirty (30) days of the date on which the
determination is made to compute the payments according to the terms of this
Section 7.01.

      7.02 For all purposes of the Plan, a "Change in Control of the
Corporation" shall have occurred if any of the following events shall occur:

      (a)   The Corporation is merged, consolidated or reorganized into or with
            another corporation or other legal person, and, as a result of such
            merger, consolidation or reorganization, less than a majority of the
            combined voting power of the then-outstanding securities of such
            surviving corporation or person entitled to vote, immediately after
            such transaction, is held in the aggregate by the holders of Voting
            Stock (as hereinafter defined) of the Corporation immediately prior
            to such transaction;

                                       5


      (b)   The Corporation sells all or substantially all of its assets to any
            other corporation or other legal person, and less than a majority of
            the combined voting power of the then-outstanding securities of such
            corporation or person, immediately after such sale, is held in the
            aggregate by the holders of Voting Stock of the Corporation
            immediately prior to such sale;

      (c)   There is a report filed on Schedule 13D or Schedule 14D-1 (or any
            successor schedule, form or report), each as promulgated pursuant to
            the Securities Exchange Act of 1934, as amended (the "Exchange
            Act"), disclosing that any person (as the term "person" is used in
            Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) has become
            the beneficial owner (as the term "beneficial owner" is defined
            under Rule 13(d)(3) or any successor rule or regulation promulgated
            under the Exchange Act) of securities representing 20% or more of
            the combined voting power of the then-outstanding securities
            entitled to vote generally in the election of directors of the
            Corporation ("Voting Stock");

      (d)   The Corporation files a report or proxy statement with the
            Securities and Exchange Commission pursuant to the Exchange Act
            disclosing in response to Form 8-K or Schedule 14A (or any successor
            schedule, form or report or item therein) that a change in control
            of the Corporation has or may have occurred or will or may occur in
            the future pursuant to any then-existing contract or transaction; or

      (e)   If during any period of two consecutive years, individuals who, at
            the beginning of any such period constitute the Directors of the
            Corporation, cease for any reason to constitute at least a majority
            thereof, unless the election, or the nomination for election by the
            Corporation's stockholders, of each Director of the Corporation
            first elected during such period was approved by a vote of at least
            two-thirds of the Directors of the Corporation then still in office
            who were Directors of the Corporation at the beginning of any such
            period.

      Notwithstanding the foregoing provisions, a "Change in Control" shall not
be deemed to have occurred for purposes of the Plan solely because (i) the
Corporation, (ii) an entity in which the Corporation directly or indirectly
beneficially owns 50% or more of the voting securities or (iii) any
Corporation-sponsored employee stock ownership plan or any other employee
benefit plan of the Corporation, either files or becomes obligated to file a
report or a proxy statement under or in response to Schedule 13D, Schedule
14D-1, Form 8-K or Schedule 14A (or any successor schedule, form or report or
item therein) under the Exchange Act, disclosing beneficial ownership by it of
shares of Voting Stock, whether in excess of 20% or otherwise, or because the
Corporation reports that a change in control of the Corporation has or may have
occurred or will or may occur in the future by reason of such beneficial
ownership.

                                  ARTICLE VIII
                                 ADMINISTRATION

      8.01 Plan Administrator. The Committee shall be the Plan administrator.

      8.02 Duties of Plan Administrator.

                                       6


      (a)   The Committee shall administer the Plan in accordance with its terms
            and shall have all powers necessary to carry out the provisions of
            the Plan including, but not limited to, the following:

            (1)   Determination of Employees and Foreign Employees who are
                  eligible for Plan participation;

            (2)   Determination of the amount of the Fund to be distributed to
                  Participants and Foreign Participants for each Plan Year; and

            (3)   Determination of each Officer's actual Individual Award.

      (b)   The Committee shall interpret the Plan and shall resolve all
            questions arising in the administration, interpretation, and
            application of the Plan. Any such determination of the Committee
            shall be conclusive and binding on all persons.

      (c)   The Committee shall establish such procedures and keep such records
            or other data as the Committee in its discretion determines
            necessary or proper for the administration of the Plan.

      (d)   The Committee may delegate administrative responsibilities to such
            person or persons as the Committee deems necessary or desirable in
            connection with the administration of the Plan.

                                   ARTICLE IX
                                  MISCELLANEOUS

      9.01 Unfunded Plan. The Corporation shall be under no obligation to
segregate or reserve any funds or other assets for purposes relating to this
Plan and no Participant or Foreign Participant shall have any rights whatsoever
in or with respect to any funds or assets of the Corporation.

      9.02 Non-Alienation. Since a Participant or Foreign Participant does not
have any rights to any Individual Award under the Plan until the time that
payment of such Individual Award is made, no anticipated payment of any
Individual Award shall be subject in any manner to alienation, sale, transfer,
assignment, pledge, attachment, garnishment or encumbrance of any kind. If a
Participant or Foreign Participant attempts to alienate, sell, transfer, assign,
pledge or otherwise encumber any such anticipated Individual Award, or if he has
filed or will be filing for bankruptcy, the Committee in its discretion may
cause such amounts as would otherwise become payable to such Participant or
Foreign Participant at such time or times to be paid to or applied for the
benefit of such one or more of the following as the Committee in its sole and
unrestricted judgment and discretion may designate: the Participant or Foreign
Participant, his spouse, child or children, or other dependents.

      9.03 Unclaimed Payments. Should the whereabouts of any Participant or
Foreign Participant entitled to receive any Individual Award be unknown to the
Corporation, and unascertainable after reasonable inquiry by the Corporation,
for a period of two years from the date of scheduled payment of the Individual
Award, the right of such person to receive payments hereunder shall be
terminated, and the amounts which would otherwise have been payable to such
person shall be forfeited.

      9.04 Actions or Decisions with Respect to the Plan. Any decision or action
of the Corporation, the Board, or the Committee, arising out of or in connection
with the administration

                                       7


and operation of this Plan, may be made or taken in their sole and unrestricted
judgment and discretion, and such decision or action shall be conclusive and
binding upon all Participants and Foreign Participants.

      9.05 No Employment Rights. Nothing herein contained shall be construed as
a commitment or agreement upon the part of any Participant, Foreign Participant,
Employee or Foreign Employee hereunder to continue his employment with the
Corporation or a Subsidiary, and nothing herein contained shall be construed as
a commitment on the part of the Corporation or any Subsidiary to continue the
employment or rate of compensation of any Participant or Foreign Participant
hereunder or any Employee or Foreign Employee for any period.

      9.06 Amendment of the Plan. The Corporation reserves the right, to be
exercised by instruction from the Committee, to modify or amend this Plan at any
time.

      9.07 Duration and Termination of the Plan. The Corporation also reserves
the right, to be exercised by action of the Board, to discontinue or terminate
the Plan; provided that, and subject to all the provisions of this plan, any
termination shall be effective only for all Plan Years following December 31 of
the plan Year in which the decision to terminate occurs. This Plan is terminated
effective December 31, 2004.

                                       8

EX-10.J

                                                                 Exhibit (10)(j)

                            THE LUBRIZOL CORPORATION
                             OFFICERS' SUPPLEMENTAL
                                 RETIREMENT PLAN
                                  (As Amended)

      The Lubrizol Corporation hereby establishes, effective as of January 1,
1993, The Lubrizol Corporation Officers' Supplemental Retirement Plan (the
"Plan") for the purpose of providing deferred compensation benefits to a select
group of management or highly compensated employees.

      Section 1. Definitions. For the purposes hereof, the following words and
phrases shall have the meanings indicated, unless a different meaning is plainly
required by the context:

            (a) Beneficiary. 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 6.

            (b) Code. The term "Code" shall mean the Internal Revenue Code as
      amended from time to time. Reference to a section of the Code shall
      include such section and any comparable section or sections of any future
      legislation that amends, supplements, or supersedes such section.

            (c) Company. The term "Company" shall mean The Lubrizol Corporation,
      an Ohio corporation, its corporate successors and the surviving
      corporation resulting from any merger of The Lubrizol Corporation with any
      other corporation or corporations.

            (d) Credited Service. The term "Credited Service" shall mean a
      Participant's years of service with the Company 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 Company and ending on the date he is no longer employed by the
      Company.

            (e) Final Average Pay. Effective, January 1, 1997, the term "Final
      Average Pay" shall mean the aggregated amount of Basic Compensation (as
      that term is defined in the Lubrizol Pension Plan modified to add cash
      (but not shares), if any, which the Participant has elected to defer under
      The Lubrizol Corporation Deferred Compensation Plan for Officers (which
      was adopted effective July 25, 1994) or under The Lubrizol Corporation
      Executive Council Deferred Compensation Plan (which was adopted effective
      January 1, 1997), received by the Participant during the three consecutive
      calendar years during which such Participant received the greatest
      aggregate amount of Basic Compensation, as defined above, within the most
      recent ten years of employment, divided by 36.



            (f) Lubrizol Pension Plan. The term "Lubrizol Pension Plan" shall
      mean The Lubrizol Corporation Pension Plan as the same shall be in effect
      on the date of a Participant's retirement, death, or other termination of
      employment.

            (g) Normal Retirement Date. 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) Participant. The term "Participant" shall mean the Chief
      Executive Officer, the Chief Operating Officer and any other officer of
      the Company who is designated by the Board of Directors of the Company and
      the Chief Executive Officer to participate in the Plan, and who has not
      waived participation in the Plan.

            (i) Plan. The term "Plan" shall mean a deferred compensation plan
      set forth herein, together with all amendments hereto, which Plan shall be
      called "The Lubrizol Corporation Officers' Supplemental Retirement Plan."

            (j) Change in Control. Effective February 26, 2001, the term "Change
      in Control" shall mean the occurrence of any of the following events:

                  (i) The Company is merged, consolidated or reorganized into or
            with another corporation or other legal person, and immediately
            after such merger, consolidation or reorganization less than a
            majority of the combined voting power of the then-outstanding
            securities of such corporation or person immediately after such
            transaction are held in the aggregate by the holder of the Voting
            Stock (as that term is hereafter defined) of the Company immediately
            prior to such transaction;

                  (ii) The Company sells all or substantially all of its assets
            to any other corporation or other legal person, less than a majority
            of the combined voting power of the then-outstanding securities of
            such corporation or person immediately after such sale are held in
            the aggregate by the holders of Voting Stock of the Company
            immediately prior to such sale;

                  (iii) There is a report filed on Schedule 13D or Schedule
            14D-1 (or any successor schedule, form or report), each as
            promulgated pursuant to the Securities Exchange Act of 1934
            ("Exchange Act"), disclosing that any person (as the term "person"
            is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act)
            has become the beneficial owner (as the term "beneficial owner" is
            defined under Rule 13d-3 or any successor rule or regulation
            promulgated under the Exchange Act) of securities representing 20
            percent or more of the combined voting power of the then-outstanding
            securities entitled to vote generally in the election of directors
            of the Company ("Voting Stock");

                  (iv) The Company files a report or proxy statement with the
            Securities and Exchange Commission pursuant to Form 8-K or Schedule
            14A (or any successor schedule, form or report or item therein) that
            a change of control of the Company has or may have occurred or will
            or



            may occur in the future pursuant to any then-existing contract or
            transaction; or

                  (v) If during any period of two consecutive years, individuals
            who at the beginning of the such period constitute the Directors of
            the Company cease for any reason to constitute at least a majority
            thereof, provided, however, that for purposes of this clause (v),
            each Director who is first elected, or first nominated by a vote of
            at least two thirds of the Directors of the Company (or a committee
            thereof) then still in office who were Directors of the Company at
            the beginning of any such period will be deemed to have been a
            Director of the Company at the beginning of such period.

      Notwithstanding the foregoing provisions of Section 1(j)(iii) or 1(j)(iv)
      hereof, unless otherwise determined in a specific case by majority vote of
      the Board of Directors of the Company, a "Change in Control" shall not be
      deemed to have occurred for purposes of this Trust Agreement solely
      because (i) the Company , (ii) an entity in which the Company directly or
      indirectly beneficially owns 50 percent or more of the voting securities,
      or (iii) any Company-sponsored employee stock ownership plan or any other
      employee benefit plan of the Company, either files or becomes obligated to
      file a report or a proxy statement under or in response to Schedule 13D,
      Schedule 14D-1, Form 8-K or Schedule 14A (or any successor schedule, form
      or report or item therein) under the Exchange Act, disclosing beneficial
      ownership by it of shares of Voting Stock, whether in excess of 20 percent
      or otherwise, or because the Company reports that a change in control of
      the Company has or may have occurred or will or may occur in the future by
      reason of such beneficial ownership.

      Section 2. Vesting. Effective February 24, 2003, a Participant who is the
Chief Executive Officer, Chief Operating Officer or President of the Company
shall be 100 percent vested in his accrued supplemental retirement benefit
hereunder. All other Participants shall become 100 percent vested in his accrued
supplemental retirement benefit upon the earliest of the following events: his
reaching age 60; his death; his becoming disabled and receiving benefits
pursuant to the Company's long-term disability plan; or a Change of Control.

      Section 3. Normal Retirement Benefit. Effective January 1, 2004, each
Participant who retires from employment with the Company on or after his Normal
Retirement Date shall receive, subject to the provisions of Sections 6 and 7, a
monthly supplemental retirement benefit which shall be equal to two percent (2%)
of his Final Average Pay multiplied by his Credited Service (up to 30 years)
offset by the following amounts:

            (a) Benefits payable to the Participant under the Lubrizol Pension
      Plan;

            (b) Benefits payable to the Participant under The Lubrizol
      Corporation Employees' Stock Purchase and Savings Plan, excluding benefits
      attributable to Matching Contributions, CODA Contributions, Supplemental
      Contributions, Rollover Contributions or Transferred Contributions, as
      defined thereunder;



            (c) Benefits payable to the Participant under The Lubrizol
      Corporation Employees' Profit-Sharing Plan;

            (d) Benefits payable to the Participant under The Lubrizol
      Corporation Excess Defined Contribution Plan;

            (e) Benefits payable to the Participant under The Lubrizol
      Corporation Excess Defined Benefit Plan;

            (f) The Participant's Social Security benefits;

            (g) Any other employer-provided benefits not specifically excluded
      herein which are payable to the Participant pursuant to any qualified or
      nonqualified retirement plan maintained by the Company.

      Such offsets shall be determined using the actuarial factors provided in
the Lubrizol Pension Plan.

      Section 4. Early Retirement Eligibility and Determination of Benefit.
Effective February 26, 2001, each Participant who retires from employment with
the Company at or after age 55, but prior to his Normal Retirement Date, shall
receive a percentage of his vested supplemental retirement benefit determined
under Section 3, in accordance with the early retirement schedule provided in
the Lubrizol Pension Plan.

      Section 5. Termination of Employment. Effective February 26, 2001, if a
Participant terminates employment prior to age 55, he shall receive the
actuarial equivalent of his vested supplemental retirement benefit determined
under Section 3 in a single lump-sum payment; such actuarial equivalent of which
shall be calculated using the same actuarial factors and interest rates used in
the Lubrizol Pension Plan as in effect on the date the Participant terminates
employment in accordance with this Section 5.

      Section 6. Payment to Participant. (Effective November 27, 1995)

            (a) Each Participant who retires in accordance with Sections 3 or 4
      shall receive payment of his supplemental pension benefit under the Plan
      determined as of his date of retirement in the standard form of benefit of
      a monthly retirement benefit commencing within 30 days following
      retirement and payable to such Participant for his lifetime following such
      retirement, with the continuance to his Beneficiary of such amount after
      his death for the remainder, if any, of the 120-month term that commenced
      with the date as of which the first payment of such monthly benefit is
      made, and with any such monthly benefits remaining unpaid upon the death
      of the survivor of the Participant and his Beneficiary to be made to the
      estate of such survivor.

            (b) Participants may instead elect within a 60 day period commencing
      90 days prior to retirement to receive the actuarial equivalent of the
      standard form of benefit determined under paragraph a, on the date of
      retirement, in accordance with any one of the following options:



                  (i) a single lump-sum payment payable within 30 days following
            retirement;

                  (ii) effective October 1, 2000, a single lump-sum payment
            payable within 30 days following the end of the calendar year in
            which the Participant retires. Interest on the lump-sum deferral
            shall accrue and be paid with the lump-sum; such interest to be
            computed at the applicable interest rate, as defined in Section
            417(e)(3)(A)(ii)(II) of the Code, in effect on the date of
            retirement;

                  (iii) a reduced monthly retirement benefit commencing within
            30 days following retirement and payable to such Participant for his
            lifetime following his retirement, with the continuance of a monthly
            benefit equal to fifty percent (50%) of such reduced amount after
            his death to his Beneficiary during the lifetime of the Beneficiary,
            provided that such Beneficiary is living at the time of such
            Participant's retirement and survives him;

                  (iv) a reduced monthly retirement benefit commencing within 30
            days following retirement and payable to such Participant for his
            lifetime following his retirement, with the continuance of a monthly
            benefit equal to one hundred percent (100%) of such reduced amount
            after his death to his Beneficiary during the lifetime of the
            Beneficiary, provided such Beneficiary is living at the time of such
            Participant's retirement and survives him.

                  (v) annual installments of up to ten payments, the first of
            which shall be paid within 30 days following retirement, and
            subsequent installments of which shall be paid on the anniversary
            date of the payment of the first installment. Such installments
            shall be determined by dividing the commuted lump-sum equivalent of
            the supplemental retirement benefit (determined in the same manner
            as under the Lubrizol Pension Plan) by the number of installments to
            be paid and adjusting for interest based on the interest rate used
            to determine the commuted lump-sum payment. Installments after the
            first installment shall include such interest which accrues during
            the 12-month period occurring since the date the prior installment
            was paid.

      Notwithstanding the foregoing provisions of the Plan to the contrary, if
the present actuarial value of any retirement benefit or survivor benefit under
the Plan to any person, determined as described above, is less than $25,000,
such benefit shall be paid in a single lump-sum payment to such person within 30
days following retirement.

      Section 7. Payment in the Event of Death Prior to Commencement of
Distribution. Effective February 26, 2001, if a Participant dies prior to
commencement of benefits under the Plan, his surviving spouse, if any, shall be
eligible for a survivor benefit which is equal to one-half of the reduced
monthly benefit the Participant would have received under the Plan if the
Participant was 100 percent vested in his accrued supplemental retirement
benefit, had terminated employment on the day before his death and had elected
to receive his benefit hereunder in the form of a 50 percent joint and survivor
annuity. In



making the determinations and reductions required in this Section 7, the Company
shall apply the assumptions then in use under the Lubrizol Pension Plan. For
purposes hereof, a surviving spouse shall only be eligible for a benefit under
this Section 7, if such spouse had been married to the deceased Participant for
at least one year as of the date of the Participant's death.

      Section 8. Actuarial Factors. All actuarial assumptions and factors used
in this Plan shall be the same as those used in the Lubrizol Pension Plan.

      Section 9. Funding. The obligation of the Company to pay benefits provided
hereunder shall be unfunded and unsecured and such benefits shall be paid by the
Company out of its general funds. In order to provide a source of payment for
its obligations under the Plan, the Company may cause a trust fund to be
maintained and/or arrange for insurance contracts. Subject to the provisions of
the trust agreement governing any such trust fund or the insurance contract, the
obligation of the Company under the Plan to provide a Participant with a benefit
shall nonetheless constitute the unsecured promise of the Company to make
payments as provided herein, and no person shall have any interest in, or a lien
or prior claim upon, any property of the Company.

      Section 10. Plan Administrator. The Company shall be the plan
administrator of the Plan. The plan administrator shall perform all ministerial
functions with respect to the Plan. Further, the plan administrator shall have
full power and authority to interpret and construe the Plan and shall determine
all questions arising in the administration, interpretation, and application of
the Plan. Any such determination shall be conclusive and binding on all persons.
The plan administrator shall employ such advisors or agents as it may deem
necessary or advisable to assist it in carrying out its duties hereunder.

      Section 11. Not a Contract of Continuing Employment. Nothing herein
contained shall be construed as a commitment or agreement on the part of the
Participant to continue his employment with the Company, and nothing herein
contained shall be construed as a commitment or agreement on the part of the
Company to continue the employment or the annual rate of compensation of the
Participant for any period, and the Participant shall remain subject to
discharge to the same extent as if this Plan had never been put into effect.

      Section 12. Right of Amendment and Termination. Effective October 1, 1994,
the Company reserves the right to amend or terminate the Plan in whole or in
part at any time and to suspend operation of the Plan, in whole or in part, at
any time, by resolution or written action of its Board of Directors or by action
of a committee to which such authority has been delegated by the Board of
Directors; provided, however, that no amendment shall result in the forfeiture
or reduction of the interest of any Participant or person claiming under or
through any one or more of them pursuant to the Plan. Any amendment of the Plan
shall be in writing and signed by authorized individuals.

      Section 13. Termination and Distribution of Accrued Benefits.

            (a) The Plan may be terminated at any time by the Company, and in
      that event the amount of the accrued benefits as of the date of such
      termination shall remain an obligation of the Company and shall be payable
      as if the Plan had not been terminated.



            (b) Effective December 31, 2004, this Plan is terminated with
      respect to further accruals of benefits. Benefits which have accrued
      hereunder as of December 31, 2004 shall continue to be administered under
      the terms and provisions of this Plan.

      Section 14. Construction. Where necessary or appropriate to the meaning
hereof, the singular shall be deemed to include the plural, the plural to
include the singular, the masculine to include the feminine, and the feminine to
include the masculine.

      Section 15. Severability. In the event any provision of the Plan is deemed
invalid, such provision shall be deemed to be severed from the Plan, and the
remainder of the Plan shall continue to be in full force and effect.

      Section 16. Governing Law. Except as otherwise provided, the provisions of
the Plan shall be construed and enforced in accordance with the laws of the
State of Ohio.

EX-10.Z

                                                                 Exhibit (10)(z)

                            THE LUBRIZOL CORPORATION
                        2005 EXCESS DEFINED BENEFIT PLAN

      The Lubrizol Corporation hereby establishes, effective January 1, 2005,The
Lubrizol Corporation 2005 Excess Defined Benefit Plan (the "Plan") for the
purpose of providing supplemental benefits to certain employees, as permitted by
Section 3(36) of the Employee Retirement Income Security Act of l974.

                                    ARTICLE I

                          DEFINITIONS AND CONSTRUCTION

      1.1 Definitions. For the purposes hereof, the following words and phrases
shall have the meanings indicated, unless a different meaning is plainly
required by the context:

            (a) Code. the term "Code" shall mean the Internal Revenue Code as
      amended from time to time. Reference to a section of the Code shall
      include such section and any comparable section or sections of any future
      legislation that amends, supplements, or supersedes such section.

            (b) Company. The term "Company" shall mean The Lubrizol Corporation,
      an Ohio corporation, its corporate successors and the surviving
      corporation resulting from any merger of The Lubrizol Corporation with any
      other corporation or corporations, and any subsidiaries of The Lubrizol
      Corporation which adopt the Plan.

            (c) Lubrizol Pension Plan. The term "Lubrizol Pension Plan" shall
      mean The Lubrizol Corporation Pension Plan as the same shall be in effect
      on the date of a Participant's retirement, death, or other termination of
      employment.

            (d) Participant. the term "Participant" shall mean any person
      employed by the Company who is listed on Appendix A attached hereto, or
      who is designated by the Board of Directors as an officer for the purposes
      of Section 16 of the Securities Exchange Act of 1934, or whose benefits
      under the Lubrizol Pension Plan are limited by the application of Section
      401(a)(17) of the Internal Revenue Code of 1986, as amended.

            (e) Plan. The term "Plan" shall mean the excess defined benefit
      pension plan as set forth herein, together with all amendments hereto,
      which Plan shall be called "The Lubrizol Corporation 2005 Excess Defined
      Benefit Plan."

            (f) Trust. The term "Trust" shall mean The Lubrizol Corporation
      Excess Defined Benefit Plan Trust established pursuant to the Trust
      Agreement.

            (g) Trust Agreement. The term "Trust Agreement" shall mean The
      Lubrizol Corporation Excess Defined Benefit Plan Trust Agreement.

      1.2. Additional Definitions. All other words and phrases used herein shall
have the meanings given them in the Lubrizol Pension Plan, unless a different
meaning is clearly required by the context.



                                   ARTICLE II

                          SUPPLEMENTAL PENSION BENEFIT

      2.1 Eligibility. A Participant who separates from service with the Company
and its subsidiaries and

            (a) whose benefits under the Lubrizol Pension Plan are limited by
      the provisions of Section 401(a)(17) or 415 of the Code,

            (b) who participated in The Lubrizol Corporation 2005 Deferred
      Compensation Plan for Officers, or

            (c) who participated in The Lubrizol Corporation 2005 Executive
      Council Deferred Compensation Plan

shall be eligible for a supplemental pension benefit determined in accordance
with the provisions of Section 2.2.

      2.2 Amount. Subject to the provisions of Article III, the monthly
supplemental pension benefit payable to an eligible Participant shall be an
amount which when added to the monthly pension payable to such Participant under
the Lubrizol Pension Plan (prior to any reduction applicable to an optional
method of payment) equals the monthly pension benefit which would have been
payable under the Lubrizol Pension Plan (prior to any reduction applicable to an
optional method of payment and adjusted for any amount payable under The
Lubrizol Corporation 2005 Excess Defined Contribution Plan which is attributable
to The Lubrizol Corporation Employees' Profit Sharing Plan and Savings Plan and
which would have affected the benefit that the Participant would have received
under the Lubrizol Pension Plan had it been payable from The Lubrizol
Corporation Employees' Profit Sharing and Savings Plan) if the limitations of
Section 401(a)(17) and 415 of the Code were not in effect and, (if he is a
Participant described in Section 2.1(b) or (c)), if he did not participate in
The Lubrizol Corporation 2005 Deferred Compensation Plan for Officers or in The
Lubrizol Corporation 2005 Executive Council Deferred Compensation Plan.

      2.3 Vesting. Each Participant shall be vested in his supplemental pension
benefit under this Plan as determined in accordance with the vesting provisions
of the Lubrizol Pension Plan.

                                   ARTICLE III

                               PAYMENT OF BENEFITS

      3.1 Payment to Participant.

3.2 Distribution.

            (a) Each Participant who separates from service with the Company and
      its related corporations shall receive payment of his supplemental pension
      benefit in the standard form of payment of a single lump-sum payment
      payable the later of six months following the separation from service or
      30 days following the calendar year in which Participant separated from
      service.



            (b) At least 12 months prior to the distribution date specified in
      paragraph (a) Participants may instead elect to receive the actuarial
      equivalent of the benefit determined under Section 2.2 on the date of
      separation from service, and payable commencing five years after the
      distribution date specified in paragraph (a) above in accordance with any
      one of the following options:

                  (i) Payments will be made to the Participant for his lifetime
            with the continuance to his Beneficiary of such amount after his
            death for the remainder, if any, of the 120-month term that
            commenced with the date as of which the first payment of such
            monthly benefit is made, and with any such monthly benefits
            remaining unpaid upon the death of the survivor of the Participant
            and his Beneficiary to be made to the estate of such survivor.

                  (ii) A reduced monthly retirement benefit payable to such
            Participant for his lifetime with the continuance of a monthly
            benefit equal to fifty percent (50%) of such reduced amount after
            his death to the Participant's Beneficiary during the lifetime of
            the Beneficiary, provided that such Beneficiary is living at the
            time of such Participant's separation from service and survives such
            Participant.

                  (iii) A reduced monthly retirement benefit payable to such
            Participant during his lifetime with the continuance of a monthly
            benefit equal to one hundred percent (100%) of such reduced amount
            after his death to the Participant's Beneficiary during the lifetime
            of the Beneficiary, provided such Beneficiary is living at the time
            of such Participant's separation from service and survives such
            Participant.

      The forms of payment described shall be calculated using the same
actuarial factors and interest rates used under The Lubrizol Corporation Pension
Plan (or its successor) as in effect on the date of separation from service.

      3.2 Payment in the Event of Death Prior to Commencement of Distribution.
If a Participant dies prior to commencement of benefits under the Plan, his
surviving spouse, if any, shall be eligible for a survivor benefit which is
equal to one-half of the reduced monthly benefit the Participant would have
received under the Plan if the Participant had retired on the day before his
death and had elected to receive his benefit under the Lubrizol Pension Plan in
a 50 percent joint and survivor annuity form. In making the determinations and
reductions required in this Section 3.2, the Company shall apply the assumptions
then in use under the Lubrizol Pension Plan. For purposes hereof, a surviving
spouse shall only be eligible for a benefit under this Section 3.2, if such
spouse had been married to the deceased Participant for at least one year as of
the date of the Participant's death.

                                   ARTICLE IV

                                 ADMINISTRATION

      4.1 Authority of the Company. The Company shall be responsible for the
general administration of the Plan, for carrying out the provisions hereof, and
for making, or causing the



Trust to make, any required supplemental benefit payments. The Company shall
have all such powers as may be necessary to carry out the provisions of the
Plan, including the power to determine all questions relating to eligibility for
and the amount of any supplemental pension benefit and all questions pertaining
to claims for benefits and procedures for claim review; to resolve all other
questions arising under the Plan, including any questions of construction; and
to take such further action as the Company shall deem advisable in the
administration of the Plan. The Company may delegate any of its powers,
authorities, or responsibilities for the operation and administration of the
Plan to any person or committee so designated in writing by it and may employ
such attorneys, agents, and accountants as it may deem necessary or advisable to
assist it in carrying out its duties hereunder. The actions taken and the
decisions made by the Company hereunder shall be final and binding upon all
interested parties.

      4.2 Claims Review Procedure. The Company shall notify the person who files
a claim for benefits (hereinafter referred to as the "Claimant") of the Plan's
adverse benefit determination within a reasonable period of time, but not later
than 90 days after the receipt of the claim by the Plan, unless the Company
determines that special circumstances require an extension of time for
processing the claim. If the Company determines that special circumstances
require an extension of time for processing is required, written notice of the
extension shall be furnished to the Claimant prior to the termination of the
initial 90-day period. In no event shall such extension exceed a period of 90
days from the end of such initial period. The extension notice shall indicate
the special circumstances requiring an extension of time and the date by which
the Plan expects to render the benefit determination. Whenever the Company
decides for whatever reason to deny, whether in whole or in part, a claim for
benefits filed by any Claimant, the Company shall transmit to the Claimant a
written notice of the Company's decision, which shall be written in a manner
calculated to be understood by the Claimant and contain a statement of the
specific reasons for the denial of the claim, reference to the specific Plan
provisions on which the determination was based, a description of any additional
material or information necessary for the Claimant to perfect the claim and an
explanation of why such material or information is necessary, a description of
the Plan's review procedures and the time limits applicable to such procedures,
include a statement of the Claimant's right to bring civil action under Section
502(a) ERISA following an adverse benefit determination on review. Within 60
days of the date on which the Claimant receives such notice, he or his
authorized representative may request that the claim denial be reviewed by
filing with the Company a written request therefor, which request shall contain
the following information:

            (a) the date on which the Claimant's request was filed with the
            Company; provided, however, that the date on which the Claimant's
            request for review was in fact filed with the Company shall control
            in the event that the date of the actual filing is later than the
            date stated by the Claimant pursuant to this paragraph (a);

            (b) the specific portions of the denial of his claim which the
            Claimant requests the Company to review;

            (c) a statement by the Claimant setting forth the basis upon which
            he believes the Company should reverse the Company's previous denial
            of his claim for benefits and accept his claim as made; and



            (d) any written comments, documents, records and other information
            which the Claimant desires the Company to examine in its
            consideration of his position as stated pursuant to paragraph (c).

Claimant shall be provided, upon request and free of charge, reasonable access
to, and copies of, all documents, records, and other information relevant to the
Claimant's claim for benefits. The review of the claim will take into account
all comments, documents, records and other information submitted by the Claimant
relating to the claim, without regard to whether such information was submitted
or considered in the initial benefit determination. Within no later than 60 days
of the date determined pursuant to paragraph (a) of this Section 4.2, the
Company shall notify Claimant of the Plan's benefit determination, unless the
Company determines that special circumstances require an extension of time for
processing the claim. If the Company determines that an extension of time for
processing is required, written notice of the extension will be furnished to the
Claimant prior to the termination of the initial 60-day period. In no event
shall such extension exceed a period of 60 days from the end of the initial
period. The extension notice shall indicate the special circumstances requiring
an extension of time and the date by which the Plan expects to render the
determination on review. The Company shall provide the Claimant with a written
notification of the Plan's benefit determination on review, written in a manner
calculated to be understood by the Claimant, including the reasons and Plan
provisions upon which its decision was based, a statement that the Claimant is
entitled to receive, upon request and free of charge, reasonable access to, and
copies of, all documents, records and other information relevant to the
Claimant's claim for benefits, and a statement of the Claimant's right to bring
an action under Section 502(a) of ERISA.

                                    ARTICLE V

                            AMENDMENT AND TERMINATION

      The Company reserves the right to amend or terminate the Plan in whole or
in part at any time and to suspend operation of the Plan, in whole or in part,
at any time, by resolution or written action of its Board of Directors or by
action of a committee to which such authority has been delegated by the Board of
Directors; provided, however, that no amendment shall result in the forfeiture
or reduction of the interest of any Participant or person claiming under or
through any one or more of them pursuant to the Plan. Any amendment of the Plan
shall be in writing and signed by authorized individuals.

                                   ARTICLE VI

                                  MISCELLANEOUS

      6.1 Non-Alienation of Retirement Rights or Benefits. No Participant shall
encumber or dispose of his right to receive any payments hereunder, which
payments or the right thereto are expressly declared to be non-assignable and
non-transferable. If a Participant attempts to assign, transfer, alienate or
encumber his right to receive any payment hereunder or permits the same to be
subject to alienation, garnishment, attachment. execution, or levy of any kind,
then thereafter during the life of such Participant, and also during any period
in which any Participant is incapable in the judgment of the Company of
attending to his financial affairs, any payments which the Company is required
to make hereunder may be made, in the discretion of the Company, directly to
such Participant or to any other person for his use or benefit or that of his
dependents, if any, including any



person furnishing goods or services to or for his use or benefit or the use or
benefit of his dependents, if any. Each such payment may be made without the
intervention of a guardian, the receipt of the payee shall constitute a complete
acquittance to the Company with respect thereto, and the Company shall have no
responsibility for the proper allocation thereof.

      6.2 Plan Non-Contractual. Nothing herein contained shall be construed as a
commitment or agreement on the part of any person employed by the Company to
continue his employment with the Company, and nothing herein contained shall be
construed as a commitment on the part of the Company to continue the employment
or the annual rate of compensation of any such person for any period, and all
Participants shall remain subject to discharge to the same extent as if the Plan
had never been established.

      6.3 Trust. In order to provide a source of payment for its obligations
under the Plan, the Company has established the Trust, the terms of which are
governed by the Trust Agreement.

      6.4 Interest of a Participant. Subject to the provisions of the Trust
Agreement, the obligation of the Company under the Plan to provide a Participant
with a supplemental pension benefit constitutes the unsecured promise of the
Company to make payments as provided herein, and no person shall have any
interest in, or a lien or prior claim upon, any property of the Company.

      6.5 Controlling Status. No Participant shall be eligible for a benefit
under the Plan unless such Participant is a Participant on the date of his
retirement, death, or other termination of employment.

      6.6 Claims of Other Persons. The provisions of the Plan shall in no event
be construed as giving any person, firm or corporation any legal or equitable
right as against the Company, its officers, employees, or directors, except any
such rights as are specifically provided for in the plan or are hereafter
created in accordance with the terms and provisions of the Plan.

      6.7 Severability. The invalidity or unenforceability of any particular
provision of the Plan shall not affect any other provision hereof, and the Plan
shall be construed in all respects as if such invalid or unenforceable provision
were omitted herefrom.

      6.8 Governing Law. The provisions of the Plan shall be governed and
construed in accordance with the laws of the State of Ohio.



                                   APPENDIX A
                                       TO
                            THE LUBRIZOL CORPORATION
                           EXCESS DEFINED BENEFIT PLAN



Participants                                          Effective Date
- ------------                                          --------------
                                                   

EX-10.AA

                                                                Exhibit (10)(aa)

                            THE LUBRIZOL CORPORATION
                      2005 EXCESS DEFINED CONTRIBUTION PLAN

      The Lubrizol Corporation hereby establishes, effective as of January 1,
2005, The Lubrizol Corporation 2005 Excess Defined Contribution Plan (the
"Plan") for the purpose of supplementing the benefits of certain employees, as
permitted by Section 3(36) of the Employee Retirement Income Security Act of
1974.

                                    ARTICLE I

                                   DEFINITIONS

      1.1 Definitions. For the purposes hereof, the following words and phrases
shall have the meanings indicated, unless a different meaning is plainly
required by the context:

            (a) Beneficiary. The term "Beneficiary" shall mean the person or
      persons who shall be designated by a Participant to receive distribution
      of such Participant's interest under the Plan in the event such
      Participant dies before full distribution of his interest.

            (b) Code. The term "Code" shall mean the Internal Revenue Code as
      amended from time to time. Reference to a section of the Code shall
      include such section and any comparable section or sections of any future
      legislation that amends, supplements, or supersedes such section.

            (c) Company. The term "Company" shall mean The Lubrizol Corporation,
      an Ohio corporation, its corporate successors and the surviving
      corporation resulting from any merger of The Lubrizol Corporation with any
      other corporation or corporations, and any subsidiaries of The Lubrizol
      Corporation which adopt the Plan.

            (d) Executive Council Deferred Compensation Plan. The term
      "Executive Council Deferred Compensation Plan" shall mean The Lubrizol
      Corporation 2005 Executive Council Deferred Compensation Plan, as shall be
      in effect on the date of the Participant's retirement, death, or other
      termination of employment.

            (e) Fund. The term "Fund" shall mean each separate investment fund
      established and maintained under the Trust Agreement.

            (f) Lubrizol Deferred Compensation Plan. The term "Lubrizol Deferred
      Compensation Plan" shall mean The Lubrizol Corporation 2005 Deferred
      Compensation Plan for Officers, as shall be in effect on the date of the
      Participant's retirement, death, or other termination of employment.

            (g) Participant. The term "Participant" shall mean any person
      employed by the Company who is listed on Appendix A attached hereto, or
      who is designated by the Board of Directors as an officer for the purposes
      of Section 16 of the Securities Exchange Act of 1934, or whose benefits
      under the Profit-Sharing Plan are limited by the application of Section
      401(a)(17) of the Internal Revenue Code of 1986, as amended.



            (h) Plan. The term "Plan" shall mean the excess defined contribution
      retirement plan as set forth herein, together with all amendments hereto,
      which Plan shall be called "The Lubrizol Corporation Excess Defined
      Contribution Plan."

            (i) Plan Year. The term "Plan Year" shall mean the calendar year.

            (j) Profit-Sharing Plan. The term "Profit-Sharing Plan" shall mean
      The Lubrizol Corporation Employees' Profit-Sharing Plan and Savings Plan
      as the same shall be in effect on the date of a Participant's retirement,
      death, or other termination of employment.

            (k) Supplemental Company Contributions. The term "Supplemental
      Company Contributions" shall mean the contributions made by the Company
      under the Plan in accordance with the provisions of Section 2.2.

            (l) Trust Agreement. The term "Trust Agreement" shall mean The
      Lubrizol Corporation Excess Defined Contribution Plan Trust Agreement.

            (m) Trust Assets. The term "Trust Assets" shall mean all property
      held by the Trustee pursuant to the Trust Agreement.

            (n) Trustee. The term "Trustee" shall mean the trustee of The
      Lubrizol Corporation Excess Defined Contribution Trust.

            (o) Valuation Date. The term "Valuation Date" shall mean the last
      day of each Plan Year and any other date as may be agreed upon by the
      Company and the Trustee.

            (p) Separate Accounts. The term "Separate Accounts" shall mean each
      account established on behalf of a Participant under the Plan and credited
      with Supplemental Company Contributions in accordance with the provisions
      of Section 2.3.

      1.2 Additional Definitions. All other words and phrases used herein shall
have the meanings given them in the Profit-Sharing Plan, unless a different
meaning is clearly required by the context.

                                   ARTICLE II

                           SUPPLEMENTAL CONTRIBUTIONS

      2.1 Eligibility. A Participant whose benefits under the Profit-Sharing
Plan are limited with respect to any Plan Year by Section 401(a)(17) or 415 of
the Code, or who participated in the Lubrizol Deferred Compensation Plan or the
Executive Council Deferred Compensation Plan, shall be eligible to have
contributions made with respect to him under the Plan in accordance with the
provisions of this Article II.

      2.2 Supplemental Company Contributions. In the event that Company
contributions under the Lubrizol Profit-Sharing Plan with respect to a
Participant are limited for any Plan Year due to the provisions of Section
401(a)(17) or 415 of the Code, or due to the Participant's participation in the
Lubrizol Deferred Compensation Plan or the Executive Council Deferred
Compensation Plan, the amounts by which such contributions are limited shall be
credited



under the Plan by the Company and shall be designated as Supplemental Company
Contributions.

      2.3 Allocation of Contributions. Supplemental Company Contributions shall
be allocated among the Separate Accounts of the Participants on whose behalf
such contributions are made.

      2.4 Administration of Separate Accounts. Each Separate Account to which
contributions under Sections 2.2 and 2.3 are credited and allocated shall be
credited monthly with the net monthly increase experienced by the General Fund
of the Lubrizol Profit-Sharing Plan.

                                   ARTICLE III

                                  DISTRIBUTION

      3.1 Vesting. Each Participant, shall be vested in the value of his
Separate Accounts under this Plan as determined in accordance with the vesting
provisions of the Profit-Sharing Plan.

      3.2 Distribution.

            (a) Each Participant who separates from service with the Company and
      its related corporations shall receive payment of the balance in his
      Separate Account in the standard form of payment of a single lump-sum
      payment payable the later of six months following the separation from
      service or 30 days following the calendar year in which Participant
      separated from service.

            (b) At least 12 months prior to the distribution date specified in
      paragraph (a) Participants may instead elect to receive the balance of his
      Separate Account in annual installments of up to ten payments, the first
      of which shall be paid five years following the original distribution date
      specified in paragraph (a), and subsequent installments of which shall be
      paid on the anniversary date of the payment of the first installment. Such
      installments shall be determined by dividing the value of the
      Participant's Separate Account by the number of installments to be.

      3.3 Distribution in the Event of Death. In the event of the death of a
Participant prior to distribution in full of his interest under the Plan, his
Beneficiary shall receive distribution of such interest. In the event of death
of a Participant prior to making an election for benefits, such Beneficiary
shall receive distribution of such interest as soon as practicable after such
Participant's death in the form elected by such Beneficiary pursuant to Section
3.2. The Beneficiary under this Section 3.3 shall be the person designated as
the Participant's beneficiary under the Profit-Sharing Plan. If no Beneficiary
survives such Participant or if no Beneficiary has been designated by such
Participant, the estate of such Participant shall be the Beneficiary and receive
distribution thereof. If any Beneficiary dies after becoming entitled to receive
distribution hereunder and before such distribution is made in full, and if no
other person or persons have been designated to receive the balance of such
distribution upon the happening of such contingency, the estate of such deceased
Beneficiary shall become the Beneficiary as to such balance.



                                   ARTICLE IV

                                 ADMINISTRATION

      4.1 Authority of the Company. The Company shall be responsible for the
general administration of the Plan, for carrying out the provisions hereof, and
for making, or causing the Trust to make, any required supplemental benefit
payments. The Company shall have all such powers as may be necessary to carry
out the provisions of the Plan, including the power to determine all questions
relating to eligibility for and the amount of any supplemental pension benefit
and all questions pertaining to claims for benefits and procedures for claim
review; to resolve all other questions arising under the Plan, including any
questions of construction; and to take such further action as the Company shall
deem advisable in the administration of the Plan. The Company may delegate any
of its powers, authorities, or responsibilities for the operation and
administration of the Plan to any person or committee so designated in writing
by it and may employ such attorneys, agents, and accountants as it may deem
necessary or advisable to assist it in carrying out its duties hereunder. The
actions taken and the decisions made by the Company hereunder shall be final and
binding upon all interested parties.

      4.2 Claims Review Procedure. The Company shall notify the person who files
a claim for benefits (hereinafter referred to as the "Claimant") of the Plan's
adverse benefit determination within a reasonable period of time, but not later
than 90 days after the receipt of the claim by the Plan, unless the Company
determines that special circumstances require an extension of time for
processing the claim. If the Company determines that special circumstances
require an extension of time for processing is required, written notice of the
extension shall be furnished to the Claimant prior to the termination of the
initial 90-day period. In no event shall such extension exceed a period of 90
days from the end of such initial period. The extension notice shall indicate
the special circumstances requiring an extension of time and the date by which
the Plan expects to render the benefit determination. Whenever the Company
decides for whatever reason to deny, whether in whole or in part, a claim for
benefits filed by any Claimant, the Company shall transmit to the Claimant a
written notice of the Company's decision, which shall be written in a manner
calculated to be understood by the Claimant and contain a statement of the
specific reasons for the denial of the claim, reference to the specific Plan
provisions on which the determination was based, a description of any additional
material or information necessary for the Claimant to perfect the claim and an
explanation of why such material or information is necessary, a description of
the Plan's review procedures and the time limits applicable to such procedures,
include a statement of the Claimant's right to bring civil action under Section
502(a) ERISA following an adverse benefit determination on review. Within 60
days of the date on which the Claimant receives such notice, he or his
authorized representative may request that the claim denial be reviewed by
filing with the Company a written request therefor, which request shall contain
the following information:

            (a) the date on which the Claimant's request was filed with the
            Company; provided, however, that the date on which the Claimant's
            request for review was in fact filed with the Company shall control
            in the event that the date of the actual filing is later than the
            date stated by the Claimant pursuant to this paragraph (a);

            (b) the specific portions of the denial of his claim which the
            Claimant requests the Company to review;



            (c) a statement by the Claimant setting forth the basis upon which
            he believes the Company should reverse the Company's previous denial
            of his claim for benefits and accept his claim as made; and

            (d) any written comments, documents, records and other information
            which the Claimant desires the Company to examine in its
            consideration of his position as stated pursuant to paragraph (c).

Claimant shall be provided, upon request and free of charge, reasonable access
to, and copies of, all documents, records, and other information relevant to the
Claimant's claim for benefits. The review of the claim will take into account
all comments, documents, records and other information submitted by the Claimant
relating to the claim, without regard to whether such information was submitted
or considered in the initial benefit determination. Within no later than 60 days
of the date determined pursuant to paragraph (a) of this Section 4.2, the
Company shall notify Claimant of the Plan's benefit determination, unless the
Company determines that special circumstances require an extension of time for
processing the claim. If the Company determines that an extension of time for
processing is required, written notice of the extension will be furnished to the
Claimant prior to the termination of the initial 60-day period. In no event
shall such extension exceed a period of 60 days from the end of the initial
period. The extension notice shall indicate the special circumstances requiring
an extension of time and the date by which the Plan expects to render the
determination on review. The Company shall provide the Claimant with a written
notification of the Plan's benefit determination on review, written in a manner
calculated to be understood by the Claimant, including the reasons and Plan
provisions upon which its decision was based, a statement that the Claimant is
entitled to receive, upon request and free of charge, reasonable access to, and
copies of, all documents, records and other information relevant to the
Claimant's claim for benefits, and a statement of the Claimant's right to bring
an action under Section 502(a) of ERISA.

                                    ARTICLE V

                            AMENDMENT AND TERMINATION

      The Company reserves the right to amend or terminate the Plan in whole or
in part at any time and to suspend operation of the Plan, in whole or in part,
at any time, by resolution or written action of its Board of Directors or by
action of a committee to which such authority has been delegated by the Board of
Directors; provided, however, that no amendment shall result in the forfeiture
or reduction of the interest of any Participant or person claiming under or
through any one or more of them pursuant to the Plan. Any amendment of the Plan
shall be in writing and signed by authorized individuals.

                                   ARTICLE VI

                                  MISCELLANEOUS

      6.1 Non-Alienation of Retirement Rights or Benefits. No Participant shall
encumber or dispose of his right to receive any payments hereunder, which
payments or the right thereto are expressly declared to be non-assignable and
non-transferable. If a Participant or Beneficiary attempts to assign, transfer,
alienate or encumber his right to receive any payment under the Plan or permits
the same to be subject to alienation, garnishment, attachment, execution, or



levy of any kind, then thereafter during the life of such Participant or
Beneficiary and also during any period in which any Participant or Beneficiary
is incapable in the judgment of the Company of attending to his financial
affairs, any payments which the Company is required to make hereunder may be
made, in the discretion of the Company, directly to such Participant or
Beneficiary or to any other person for his use or benefit or that of his
dependents, if any, including any person furnishing goods or services to or for
his use or benefit or the use or benefit of his dependents, if any. Each such
payment may be made without the intervention of a guardian, the receipt of the
payee shall constitute a complete acquittance to the Company with respect
thereto, and the Company shall have no responsibility for the proper allocation
thereof.

      6.2 Plan Non-Contractual. Nothing herein contained shall be construed as a
commitment or agreement on the part of any person employed by the Company to
continue his employment with the Company, and nothing herein contained shall be
construed as a commitment on the part of the Company to continue the employment
or the annual rate of compensation of any such person for any period, and all
Participants shall remain subject to discharge to the same extent as if the Plan
had never been established.

      6.3 Trust. In order to provide a source of payment for its obligations
under the Plan, the Company has established The Lubrizol Corporation Excess
Defined Contribution Plan Trust.

      6.4 Interest of a Participant. Subject to the provisions of the Trust
Agreement, the obligation of the Company under the Plan to provide a Participant
or Beneficiary with supplemental retirement benefits merely constitutes the
unsecured promise of the Company to make payments as provided herein, and no
person shall have any interest in, or a lien or prior claim upon, any property
of the Company.

      6.5 Controlling Status. No Participant shall be eligible for a benefit
under the Plan unless such Participant is a Participant on the date of his
retirement, death, or other termination of employment.

      6.6 Claims of Other Persons. The provisions of the Plan shall in no event
be construed as giving any person, firm or corporation any legal or equitable
right as against the Company, its officers, employees, or directors, except any
such rights as are specifically provided for in the Plan or are hereafter
created in accordance with the terms and provisions of the Plan.

      6.7 Severability. The invalidity or unenforceability of any particular
provision of the Plan shall not affect any other provision hereof, and the Plan
shall be construed in all respects as if such invalid or unenforceable provision
were omitted herefrom.

      6.8 Governing Law. The provisions of the Plan shall be governed and
construed in accordance with the laws of the State of Ohio.



                                   APPENDIX A
                                       TO
                            THE LUBRIZOL CORPORATION
                        EXCESS DEFINED CONTRIBUTION PLAN



Participants                                       Effective Date
- ------------                                       --------------
                                                

EX-10.BB

                                                                Exhibit (10)(bb)

                            THE LUBRIZOL CORPORATION
                            ANNUAL INCENTIVE PAY PLAN

                                  INTRODUCTION

      The Lubrizol Corporation (hereinafter referred to as the "Corporation")
hereby establishes, effective as of January 1, 2005, The Lubrizol Corporation
Annual Incentive Pay Plan (hereinafter referred to as the "Plan") in order to
provide an award for employees which reflects the pursuit of superior
performance, increased customer satisfaction and enhancement of shareholder
value. Awards for participating employees under the Plan shall depend upon
corporate performance measures as determined by the Committee for the Plan Year.

      Except as otherwise provided, the Plan shall be administered by the
Organization and Compensation Committee (hereinafter referred to as the
"Committee") of the Board of Directors of the Corporation. The Committee shall
have conclusive authority to construe and interpret the Plan and any agreements
entered into under the Plan and to establish, amend, and rescind rules and
regulations for its administration. The Committee shall also have any additional
authority as the Board may from time to time determine to be necessary or
desirable.

                                    ARTICLE I
                                   DEFINITIONS

      1.01 Definitions. The following terms shall have the indicated meanings
for purposes of the Plan:

      (a)   "Board" shall mean the Board of Directors of the Corporation.

      (b)   "Chief Executive Officer" shall mean the chief executive officer of
            the Corporation.

      (c)   "Committee" shall mean the Organization and Compensation Committee
            of the Board, or other designated committee of the Board, consisting
            of persons who are not Employees or Foreign Employees.

      (d)   "Corporation" shall mean The Lubrizol Corporation, a corporation
            organized under the laws of the State of Ohio.

      (e)   "Director" shall mean a member of the Board.

      (f)   "Employee" shall mean any person other than an Officer, who is
            employed for a wage or salary by the Corporation or a domestic
            Subsidiary.

      (g)   "Foreign Employee" shall mean any person who is employed for a wage
            or salary by an international Subsidiary of the Corporation.

      (h)   "Foreign Participant" shall mean any Foreign Employee who has been
            selected by the Committee pursuant to Article VI of the Plan, and
            who has not for any reason become ineligible to participate in the
            Plan.

                                       1


      (i)   "Individual Award" shall mean the amount paid (or to be paid) to a
            Participant or Foreign Participant, as the case may be, by the
            Corporation pursuant to the Plan.

      (j)   "Individual Performance Shares" shall have the definition, and shall
            be determined, as set forth in Section 3.02 herein.

      (k)   "Officer shall mean an employee of the Corporation or a Subsidiary
            who is a member of the Executive Council of the Corporation.

      (l)   "Participant" shall mean all Officers, and any Employee who has been
            selected by the Committee pursuant to Article II herein to
            participate in the Plan, and have not for any reason become
            ineligible to participate in the Plan.

      (m)   "Pay" shall be determined at the time of calculating the Individual
            Performance Shares and shall be the Participant's base pay.

      (n)   "Plan" shall mean The Lubrizol Corporation Annual Incentive Pay
            Plan, effective January 1, 2005.

      (o)   "Plan Year" shall mean each twelve-month period commencing January 1
            and ending December 31.

      (p)   "Subsidiary" shall mean any corporation, foreign or domestic, that
            is wholly or partially (but not less than 50%) owned directly or
            indirectly by the Corporation.

      1.02 Construction. Where necessary or appropriate to the meaning of a
word, the singular shall be deemed to include the plural, the plural to include
the singular, the masculine to include the feminine, and the feminine to include
the masculine.

                                   ARTICLE II
                          ELIGIBILITY AND PARTICIPATION

      2.01 Eligibility. All Employees and Officers shall be eligible to
participate in the Plan.

      2.02 Participation. All Officers shall participate in the Plan. In
addition, the Committee shall determine which Employees shall participate in the
Plan for each Plan Year. The Committee may also determine which Employees hired
during the Plan Year shall participate in the Plan for such Plan Year. The
Committee's selection of Participants shall be after considering recommendations
presented to it by the Chief Executive Officer.

                                   ARTICLE III
                          INDIVIDUAL PERFORMANCE SHARES

      3.01 In General. At the time the Committee selects Participants for any
Plan Year, the Committee shall, after consideration of the recommendations of
the Chief Executive Officer, establish, for each Plan Year, Individual
Performance Shares for each Participant.

      3.02 Calculation of Individual Performance Shares. Individual Performance
Shares shall be calculated in the following manner:

                                       2


      (a)   The Pay of each Participant shall be multiplied by a designated
            percentage which shall take into account the Participant's position
            in the Corporation. Such designated percentage shall be determined
            by the Committee.

      (b)   The product for each Participant, determined pursuant to the
            calculation in paragraph (a) above, shall be divided by the sum of
            all such amounts produced for all Participants calculated in
            accordance with paragraph (a) above.

      (c)   The quotient determined for each Participant, calculated pursuant to
            paragraph (b) above, shall be multiplied by 100 and rounded, up or
            down, to the nearer whole number to produce the number of each
            Participant's Individual Performance Shares.

      Individual Performance Shares may be either increased or decreased, at any
time, or from time to time, during a Plan Year, for any Participant at the sole
discretion of the Committee in order to reflect any change in the individual
contribution under the formula set forth in this Section 3.02.

                                   ARTICLE IV
                              DETERMINATION OF FUND

      4.01 Fund. A fund shall be accrued on a monthly basis during each Plan
Year, based upon a fixed percentage of the Corporation's monthly consolidated
net income during such Plan Year (the "Fund"), as established by the Committee,
which percentage may be increased or decreased at any time, and from time to
time, prior to the end of the Plan Year at the discretion of the Committee. The
Fund shall consist of bookkeeping accruals on the books of the Corporation and
no cash or other property shall be set aside by the Corporation for these
purposes.

      4.02 Post-Plan Year Fund Adjustment. At the beginning of each Plan Year,
corporate initiatives for the Plan Year will be categorized into corporate
performance measures and shall be presented to the Committee by the Chief
Executive Officer. In February following the Plan Year, the Chief Executive
Officer shall evaluate the outcome of the performance measures for the Plan Year
just concluded and shall present his evaluation to the Committee which the
Committee may, at its discretion, increase or decrease the amount of the Fund.

                                    ARTICLE V
                                INDIVIDUAL AWARDS

      5.01 Allocation. Each Participant's Individual Award for a Plan Year shall
be calculated in January following the close of the Plan Year and shall be an
amount determined as follows:

      (a)   Divide the total Fund, as finally approved by the Committee, by the
            total Individual Performance Shares of all Participants;

      (b)   For each Participant, multiply the amount determined in paragraph
            (a) by such Participant's Individual Performance Shares; and

      (c)   The product determined in paragraph (b) shall be the tentative
            amount of the Participant's Individual Award which may be increased
            or decreased in the sole discretion of the Committee.

                                       3


      The Committee may also in its sole and unrestricted discretion determine
Individual Awards for Participants who were hired during the Plan Year. No
Participant shall have any vested interest in, or be entitled to, any Individual
Award unless and until payment is authorized by the Committee.

      5.02 Time and Method of Payment of Individual Awards. In the event the
Committee determines that a Participant is entitled to an Individual Award, the
Corporation shall pay such Individual Award to that Participant as soon after
the close of the Plan Year as may be feasible, but in no event later than thirty
30 days after the date that the Corporation releases its public announcement of
the Corporation's earnings for such Plan Year. A Participant, who leaves the
Corporation's employ after the Plan Year but prior to the payment of an
Individual Award, except in the case of retirement under the provisions of a
qualified defined benefit plan maintained by the Corporation, disability or
death, will not be eligible to receive any payment under this Plan. However, an
Individual Award may be made to such a Participant in those instances where
recommendation for such a payment has been made by the Chief Executive Officer
and approved by the Committee.

      In the event a Participant dies after the Plan Year but prior to the
payment of any Individual Award with respect to the Plan Year, any Individual
Award determined to be payable by the Committee shall be paid by the Corporation
to the Participant's estate.

      5.03 Conditions. Anything contained herein to the contrary
notwithstanding, the payment of Individual Awards to Participants with respect
to any Plan Year is conditioned upon the availability of adequate corporate
profits for the Corporation's fiscal year coinciding with any Plan Year. The
determination of whether adequate corporate profits exist shall be made by the
Board in its sole and unrestricted judgment and discretion and such
determination shall be conclusive and binding.

                                   ARTICLE VI
                          AWARDS FOR FOREIGN EMPLOYEES

      6.01 Participation. The Committee shall determine which Foreign Employees
shall participate in the Plan for each Plan Year. The Committee's selection of
Foreign Participants shall be made after considering recommendations presented
to it by the Chief Executive Officer.

      6.02 Individual Awards. At the time the Individual Awards are determined
for Participants, the Committee shall, in its discretion, after consideration of
the recommendations of the Chief Executive Officer, establish for each Plan Year
Individual Awards for each Foreign Participant.

      6.03 Payment of Awards. Individual Awards to each Foreign Participant
shall be paid by the international Subsidiary that is the employer of such
Foreign Participant at the same time as payment is made to Participants under
Section 5.02. All payments shall be converted from the U.S. dollar measurement
under the Plan to the currency of the country of such Subsidiary at the currency
exchange rate in effect at the time the Individual Award is determined. All
applicable withholding taxes shall be withheld from the distribution and
remitted by the international subsidiary to the appropriate taxing authority.

      6.04 Conditions.

                                       4


      (a)   A Foreign Employee who leaves the international Subsidiary's employ
            after the end of the Plan Year but prior to the payment of an
            Individual Award, except in the case of retirement in accordance
            with the customary practice of such Subsidiary, disability or death,
            will not be eligible to receive any payment under this Plan.
            However, an Individual Award may be made to such a Foreign
            Participant in those instances where recommendation for such a
            payment has been made by the Chief Executive Officer and approved by
            the Committee.

      (b)   In the event a Foreign Participant dies after the Plan year but
            prior to the payment of any Individual Award with respect to the
            Plan Year, any Individual Award determined by the Committee to be
            payable, shall be paid by the international Subsidiary to the
            Foreign Participant's estate or in accordance with local laws.

                                   ARTICLE VII
                                CHANGE OF CONTROL

      7.01 Effect of Change in Control. In the event a Change in Control of the
Corporation (as defined in Section 7.02) occurs prior to final determination by
the Committee of the amounts of Individual Awards to be paid under the Plan with
respect to any Plan Year, the Committee shall calculate such Individual Awards
as soon as practicable after such Change in Control. The Fund from which
Individual Awards are to be made shall be based upon accruals by the Corporation
up to the time of such Change in Control and Individual Awards shall be
calculated in accordance with Sections 5.01 and 6.02 herein. Payment of such
Individual Awards shall be made within thirty (30) days of the date on which the
determination is made to compute the payments according to the terms of this
Section 7.01.

      7.02 For all purposes of the Plan, a "Change in Control of the
Corporation" shall have occurred if any of the following events shall occur:

      (a)   The Corporation is merged, consolidated or reorganized into or with
            another corporation or other legal person, and, as a result of such
            merger, consolidation or reorganization, less than a majority of the
            combined voting power of the then-outstanding securities of such
            surviving corporation or person entitled to vote, immediately after
            such transaction, is held in the aggregate by the holders of Voting
            Stock (as hereinafter defined) of the Corporation immediately prior
            to such transaction;

      (b)   The Corporation sells all or substantially all of its assets to any
            other corporation or other legal person, and less than a majority of
            the combined voting power of the then-outstanding securities of such
            corporation or person, immediately after such sale, is held in the
            aggregate by the holders of Voting Stock of the Corporation
            immediately prior to such sale;

      (c)   There is a report filed on Schedule 13D or Schedule 14D-1 (or any
            successor schedule, form or report), each as promulgated pursuant to
            the Securities Exchange Act of 1934, as amended (the "Exchange
            Act"), disclosing that any person (as the term "person" is used in
            Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) has become
            the beneficial owner (as the term "beneficial owner" is defined
            under Rule 13(d)(3) or any successor rule or regulation promulgated
            under the Exchange Act) of securities representing 20% or more of

                                       5


            the combined voting power of the then-outstanding securities
            entitled to vote generally in the election of directors of the
            Corporation ("Voting Stock");

      (d)   The Corporation files a report or proxy statement with the
            Securities and Exchange Commission pursuant to the Exchange Act
            disclosing in response to Form 8-K or Schedule 14A (or any successor
            schedule, form or report or item therein) that a change in control
            of the Corporation has or may have occurred or will or may occur in
            the future pursuant to any then-existing contract or transaction; or

      (e)   If during any period of two consecutive years, individuals who, at
            the beginning of any such period constitute the Directors of the
            Corporation, cease for any reason to constitute at least a majority
            thereof, unless the election, or the nomination for election by the
            Corporation's stockholders, of each Director of the Corporation
            first elected during such period was approved by a vote of at least
            two-thirds of the Directors of the Corporation then still in office
            who were Directors of the Corporation at the beginning of any such
            period.

      Notwithstanding the foregoing provisions, a "Change in Control" shall not
be deemed to have occurred for purposes of the Plan solely because (i) the
Corporation, (ii) an entity in which the Corporation directly or indirectly
beneficially owns 50% or more of the voting securities or (iii) any
Corporation-sponsored employee stock ownership plan or any other employee
benefit plan of the Corporation, either files or becomes obligated to file a
report or a proxy statement under or in response to Schedule 13D, Schedule
14D-1, Form 8-K or Schedule 14A (or any successor schedule, form or report or
item therein) under the Exchange Act, disclosing beneficial ownership by it of
shares of Voting Stock, whether in excess of 20% or otherwise, or because the
Corporation reports that a change in control of the Corporation has or may have
occurred or will or may occur in the future by reason of such beneficial
ownership.

                                  ARTICLE VIII
                                 ADMINISTRATION

      8.01 Plan Administrator. The Committee shall be the Plan administrator.

      8.02 Duties of Plan Administrator.

      (a)   The Committee shall administer the Plan in accordance with its terms
            and shall have all powers necessary to carry out the provisions of
            the Plan including, but not limited to, the following:

            (1)   Determination of Employees and Foreign Employees who are
                  eligible for Plan participation;

            (2)   Determination of the amount of the Fund to be distributed to
                  Participants and Foreign Participants for each Plan Year; and

            (3)   Determination of each Officer's actual Individual Award.

                                       6


      (b)   The Committee shall interpret the Plan and shall resolve all
            questions arising in the administration, interpretation, and
            application of the Plan. Any such determination of the Committee
            shall be conclusive and binding on all persons.

      (c)   The Committee shall establish such procedures and keep such records
            or other data as the Committee in its discretion determines
            necessary or proper for the administration of the Plan.

      (d)   The Committee may delegate administrative responsibilities to such
            person or persons as the Committee deems necessary or desirable in
            connection with the administration of the Plan.

                                   ARTICLE IX
                                  MISCELLANEOUS

      9.01 Unfunded Plan. The Corporation shall be under no obligation to
segregate or reserve any funds or other assets for purposes relating to this
Plan and no Participant or Foreign Participant shall have any rights whatsoever
in or with respect to any funds or assets of the Corporation.

      9.02 Non-Alienation. Since a Participant or Foreign Participant does not
have any rights to any Individual Award under the Plan until the time that
payment of such Individual Award is made, no anticipated payment of any
Individual Award shall be subject in any manner to alienation, sale, transfer,
assignment, pledge, attachment, garnishment or encumbrance of any kind. If a
Participant or Foreign Participant attempts to alienate, sell, transfer, assign,
pledge or otherwise encumber any such anticipated Individual Award, or if he has
filed or will be filing for bankruptcy, the Committee in its discretion may
cause such amounts as would otherwise become payable to such Participant or
Foreign Participant at such time or times to be paid to or applied for the
benefit of such one or more of the following as the Committee in its sole and
unrestricted judgment and discretion may designate: the Participant or Foreign
Participant, his spouse, child or children, or other dependents.

      9.03 Unclaimed Payments. Should the whereabouts of any Participant or
Foreign Participant entitled to receive any Individual Award be unknown to the
Corporation, and unascertainable after reasonable inquiry by the Corporation,
for a period of two years from the date of scheduled payment of the Individual
Award, the right of such person to receive payments hereunder shall be
terminated, and the amounts which would otherwise have been payable to such
person shall be forfeited.

      9.04 Actions or Decisions with Respect to the Plan. Any decision or action
of the Corporation, the Board, or the Committee, arising out of or in connection
with the administration and operation of this Plan, may be made or taken in
their sole and unrestricted judgment and discretion, and such decision or action
shall be conclusive and binding upon all Participants and Foreign Participants.

      9.05 No Employment Rights. Nothing herein contained shall be construed as
a commitment or agreement upon the part of any Participant, Foreign Participant,
Employee or Foreign Employee hereunder to continue his employment with the
Corporation or a Subsidiary, and nothing herein contained shall be construed as
a commitment on the part of the Corporation or any Subsidiary to continue the
employment or rate of compensation of any Participant or Foreign Participant
hereunder or any Employee or Foreign Employee for any period.

                                       7


      9.06 Amendment of the Plan. The Corporation reserves the right, to be
exercised by instruction from the Committee, to modify or amend this Plan at any
time.

      9.07 Duration and Termination of the Plan. The Corporation also reserves
the right, to be exercised by action of the Board, to discontinue or terminate
the Plan; provided that, and subject to all the provisions of this plan, any
termination shall be effective only for all Plan Years following December 31 of
the Plan Year in which the decision to terminate occurs.

                                       8


                            The Lubrizol Corporation
                        Annual Incentive Pay Grant Letter

Dear _______________,

For our 2005 plan we have set the following targets:

- -     The size of the pool used to fund performance pay will be tied to the
      attainment of our 2005 plan and can vary significantly based on overall
      performance.

- -     To reach a "targeted pay-out" we must meet the plan for the following
      metrics with the following weighting factors:

                          [INSERT METRICS AND WEIGHTS]

- -     Meeting all plan objectives will result in the "targeted pay-out".

- -     Exceeding objectives can increase the "targeted pay-out". Missing those
      objectives can also significantly decrease it.

- -     Your individual "targeted pay-out" is a function of your level of
      responsibility within the corporation and your individual performance.

- -     The plan has a "circuit breaker" provision. If the company is below its
      _____________ target but at or above _____________ in 2005, there will be
      a reduced pay out. Below _____________, there will be no annual incentive
      pay awards for anyone regardless of plan performance in other areas.

- -     The Organization & Compensation Committee of the Board of Directors
      reserves the right during the year, and when determining pay-out, to alter
      any of the provisions up or down. Our plan does not provide for guaranteed
      payments.

What does this mean to you for 2005? Depending on the degree to which targeted
performance is achieved, and provided your personal performance remains at a
high level, your annual incentive pay would be in the range shown below:



                                                                        
_________ Barely Exceeds                 Meets ______ Targets and             Exceeds _________ Targets by
Circuit Breaker and Less Than            Meets Plan in All Other              ____% and Exceeds Plan in All
Plan in All Areas                        Areas                                Other Areas
- -----------------------------            ------------------------             -----------------------------
$______     to      $________            $______    to    $______             $_______     to     $________


If we do not achieve ____________, your performance pay will be ZERO. As a
leader, we trust that you'll treat the above information as EXTREMELY
CONFIDENTIAL.

Regards,

James L. Hambrick
President and CEO

                                       9

EX-10.CC

                                                                Exhibit (10)(cc)

                            THE LUBRIZOL CORPORATION
                           2005 OFFICERS' SUPPLEMENTAL
                                 RETIREMENT PLAN

      The Lubrizol Corporation hereby establishes, effective as of January 1,
2005, The Lubrizol Corporation 2005 Officers' Supplemental Retirement Plan (the
"Plan") for the purpose of providing deferred compensation benefits to a select
group of management or highly compensated employees.

      Section 1. Definitions. For the purposes hereof, the following words and
phrases shall have the meanings indicated, unless a different meaning is plainly
required by the context:

            (a) Beneficiary. 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 6.

            (b) Code. The term "Code" shall mean the Internal Revenue Code as
      amended from time to time. Reference to a section of the Code shall
      include such section and any comparable section or sections of any future
      legislation that amends, supplements, or supersedes such section.

            (c) Company. The term "Company" shall mean The Lubrizol Corporation,
      an Ohio corporation, its corporate successors and the surviving
      corporation resulting from any merger of The Lubrizol Corporation with any
      other corporation or corporations.

            (d) Credited Service. The term "Credited Service" shall mean a
      Participant's years of service with the Company 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 Company and ending on the date he is no longer employed by the
      Company.

            (e) Final Average Pay. The term "Final Average Pay" shall mean the
      aggregated amount of Basic Compensation (as that term is defined in the
      Lubrizol Pension Plan modified to add cash (but not shares), if any, which
      the Participant has elected to defer under The Lubrizol Corporation 2005
      Deferred Compensation Plan for Officers or under The Lubrizol Corporation
      2005 Executive Council Deferred Compensation Plan, received by the
      Participant during the three consecutive calendar years during which such
      Participant received the greatest aggregate amount of Basic Compensation,
      as defined above, within the most recent ten years of employment, divided
      by 36.

            (f) Lubrizol Pension Plan. The term "Lubrizol Pension Plan" shall
      mean The Lubrizol Corporation Pension Plan as the same shall be in effect
      on the date of a Participant's retirement, death, or other termination of
      employment.

            (g) Normal Retirement Date. 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) Participant. The term "Participant" shall mean the Chief
      Executive Officer, the Chief Operating Officer and any other officer of
      the Company who is designated by the Board of Directors of the Company and
      the Chief Executive Officer to participate in the Plan, and who has not
      waived participation in the Plan.

            (i) Plan. The term "Plan" shall mean a deferred compensation plan
      set forth herein, together with all amendments hereto, which Plan shall be
      called "The Lubrizol Corporation 2005 Officers' Supplemental Retirement
      Plan."

            (j) Change in Control. The term "Change in Control" shall mean the
      occurrence of any of the following events:

                  (i) The Company is merged, consolidated or reorganized into or
            with another corporation or other legal person, and immediately
            after such merger, consolidation or reorganization less than a
            majority of the combined voting power of the then-outstanding
            securities of such corporation or person immediately after such
            transaction are held in the aggregate by the holder of the Voting
            Stock (as that term is hereafter defined) of the Company immediately
            prior to such transaction;

                  (ii) The Company sells all or substantially all of its assets
            to any other corporation or other legal person, less than a majority
            of the combined voting power of the then-outstanding securities of
            such corporation or person immediately after such sale are held in
            the aggregate by the holders of Voting Stock of the Company
            immediately prior to such sale;

                  (iii) There is a report filed on Schedule 13D or Schedule
            14D-1 (or any successor schedule, form or report), each as
            promulgated pursuant to the Securities Exchange Act of 1934
            ("Exchange Act"), disclosing that any person (as the term "person"
            is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act)
            has become the beneficial owner (as the term "beneficial owner" is
            defined under Rule 13d-3 or any successor rule or regulation
            promulgated under the Exchange Act) of securities representing 20
            percent or more of the combined voting power of the then-outstanding
            securities entitled to vote generally in the election of directors
            of the Company ("Voting Stock");

                  (iv) The Company files a report or proxy statement with the
            Securities and Exchange Commission pursuant to Form 8-K or Schedule
            14A (or any successor schedule, form or report or item therein) that
            a change of control of the Company has or may have occurred or will
            or may occur in the future pursuant to any then-existing contract or
            transaction; or

                  (v) If during any period of two consecutive years, individuals
            who at the beginning of the such period constitute the Directors of
            the Company cease for any reason to constitute at least a majority
            thereof, provided, however, that for purposes of this clause (v),
            each Director who is first elected, or first nominated by a vote of
            at least two thirds of the Directors of the Company (or a committee
            thereof) then still in office who were Directors of the Company at
            the



            beginning of any such period will be deemed to have been a Director
            of the Company at the beginning of such period.

      Notwithstanding the foregoing provisions of Section 1(j)(iii) or 1(j)(iv)
      hereof, unless otherwise determined in a specific case by majority vote of
      the Board of Directors of the Company, a "Change in Control" shall not be
      deemed to have occurred for purposes of this Trust Agreement solely
      because (i) the Company , (ii) an entity in which the Company directly or
      indirectly beneficially owns 50 percent or more of the voting securities,
      or (iii) any Company-sponsored employee stock ownership plan or any other
      employee benefit plan of the Company, either files or becomes obligated to
      file a report or a proxy statement under or in response to Schedule 13D,
      Schedule 14D-1, Form 8-K or Schedule 14A (or any successor schedule, form
      or report or item therein) under the Exchange Act, disclosing beneficial
      ownership by it of shares of Voting Stock, whether in excess of 20 percent
      or otherwise, or because the Company reports that a change in control of
      the Company has or may have occurred or will or may occur in the future by
      reason of such beneficial ownership.

      Section 2. Vesting. A Participant who is the Chief Executive Officer,
Chief Operating Officer or President of the Company shall be 100 percent vested
in his accrued supplemental retirement benefit hereunder. All other Participants
shall become 100 percent vested in his accrued supplemental retirement benefit
upon the earliest of the following events: his reaching age 60; his death; his
becoming disabled and receiving benefits pursuant to the Company's long-term
disability plan; or a Change of Control.

      Section 3. Normal Retirement Benefit. Each Participant who separates from
serivce with the Company on or after his Normal Retirement Date shall receive,
subject to the provisions of Sections 6 and 7, a monthly supplemental retirement
benefit which shall be equal to two percent (2%) of his Final Average Pay
multiplied by his Credited Service (up to 30 years) offset by the following
amounts:

            (a) Benefits payable to the Participant under the Lubrizol Pension
      Plan;

            (b) Benefits payable to the Participant under The Lubrizol
      Corporation Employees' Profit Sharing and Savings Plan, including benefits
      attributable to Matching Contributions, but excluding benefits
      attributable to CODA Contributions, Supplemental Contributions, Rollover
      Contributions or Transferred Contributions, as defined thereunder;

            (c) Benefits payable to the Participant under The Lubrizol
      Corporation 2005 Excess Defined Contribution Plan;

            (e) Benefits payable to the Participant under The Lubrizol
      Corporation 2005 Excess Defined Benefit Plan;

            (f) The Participant's Social Security benefits;

            (g) Any other employer-provided benefits not specifically excluded
      herein which are payable to the Participant pursuant to any qualified or
      nonqualified retirement plan maintained by the Company.



      Such offsets shall be determined using the actuarial factors provided in
the Lubrizol Pension Plan.

      Section 4. Early Retirement Eligibility and Determination of Benefit. Each
Participant who separates from service with the Company at or after age 55, but
prior to his Normal Retirement Date, shall receive a percentage of his vested
supplemental retirement benefit determined under Section 3, in accordance with
the early retirement schedule provided in the Lubrizol Pension Plan.

      Section 5. Separation from Serivce. If a Participant separates from
service prior to age 55, he shall receive the actuarial equivalent of his vested
supplemental retirement benefit determined under Section 3 in a single lump-sum
payment; such actuarial equivalent of which shall be calculated using the same
actuarial factors and interest rates used in the Lubrizol Pension Plan as in
effect on the date the Participant separates from service accordance with this
Section 5.

      Section 6. Payment to Participant.

            (a) Each Participant who separates from service with the Company and
      its related corporations shall receive payment of his supplemental pension
      benefit in the standard form of payment of a single lump-sum payment
      payable the later of six months following the separation from service or
      30 days following the calendar year in which Participant separated from
      service.

            (b) At least 12 months prior to the distribution date specified in
      paragraph (a) Participants may instead elect to receive the actuarial
      equivalent of the benefit determined under Section 3 on the date of
      separation from service, and payable commencing five years after the
      distribution date specified in paragraph (a) above in accordance with any
      one of the following options:

                  (i) Payments will be made to the Participant for his lifetime
            with the continuance to his Beneficiary of such amount after his
            death for the remainder, if any, of the 120-month term that
            commenced with the date as of which the first payment of such
            monthly benefit is made, and with any such monthly benefits
            remaining unpaid upon the death of the survivor of the Participant
            and his Beneficiary to be made to the estate of such survivor.

                  (ii) A reduced monthly retirement benefit payable to such
            Participant for his lifetime with the continuance of a monthly
            benefit equal to fifty percent (50%) of such reduced amount after
            his death to the Participant's Beneficiary during the lifetime of
            the Beneficiary, provided that such Beneficiary is living at the
            time of such Participant's separation from service and survives such
            Participant.

                  (iii) A reduced monthly retirement benefit payable to such
            Participant during his lifetime with the continuance of a monthly
            benefit equal to one hundred percent (100%) of such reduced amount
            after his death to the Participant's Beneficiary during the lifetime
            of the Beneficiary, provided such Beneficiary is living at the time
            of such Participant's separation from service and survives such
            Participant.



                  (iv) annual installments of up to ten payments.

      The forms of payment described shall be calculated using the same
actuarial factors and interest rates used under The Lubrizol Corporation Pension
Plan (or its successor) as in effect on the date of separation from service.

      Section 7. Payment in the Event of Death Prior to Commencement of
Distribution. If a Participant dies prior to commencement of benefits under the
Plan, his surviving spouse, if any, shall be eligible for a survivor benefit
which is equal to one-half of the reduced monthly benefit the Participant would
have received under the Plan if the Participant was 100 percent vested in his
accrued supplemental retirement benefit, had terminated employment on the day
before his death and had elected to receive his benefit hereunder in the form of
a 50 percent joint and survivor annuity. In making the determinations and
reductions required in this Section 7, the Company shall apply the assumptions
then in use under the Lubrizol Pension Plan. For purposes hereof, a surviving
spouse shall only be eligible for a benefit under this Section 7, if such spouse
had been married to the deceased Participant for at least one year as of the
date of the Participant's death.

      Section 8. Actuarial Factors. All actuarial assumptions and factors used
in this Plan shall be the same as those used in the Lubrizol Pension Plan.

      Section 9. Funding. The obligation of the Company to pay benefits provided
hereunder shall be unfunded and unsecured and such benefits shall be paid by the
Company out of its general funds. In order to provide a source of payment for
its obligations under the Plan, the Company may cause a trust fund to be
maintained and/or arrange for insurance contracts. Subject to the provisions of
the trust agreement governing any such trust fund or the insurance contract, the
obligation of the Company under the Plan to provide a Participant with a benefit
shall nonetheless constitute the unsecured promise of the Company to make
payments as provided herein, and no person shall have any interest in, or a lien
or prior claim upon, any property of the Company.

      Section 10. Plan Administrator. The Company shall be the plan
administrator of the Plan. The plan administrator shall perform all ministerial
functions with respect to the Plan. Further, the plan administrator shall have
full power and authority to interpret and construe the Plan and shall determine
all questions arising in the administration, interpretation, and application of
the Plan. Any such determination shall be conclusive and binding on all persons.
The plan administrator shall employ such advisors or agents as it may deem
necessary or advisable to assist it in carrying out its duties hereunder.

      Section 11. Not a Contract of Continuing Employment. Nothing herein
contained shall be construed as a commitment or agreement on the part of the
Participant to continue his employment with the Company, and nothing herein
contained shall be construed as a commitment or agreement on the part of the
Company to continue the employment or the annual rate of compensation of the
Participant for any period, and the Participant shall remain subject to
discharge to the same extent as if this Plan had never been put into effect.

      Section 12. Right of Amendment and Termination. The Company reserves the
right to amend or terminate the Plan in whole or in part at any time and to
suspend operation of the Plan, in whole or in part, at any time, by resolution
or written action of its Board of Directors or by action of a committee to which
such authority has been delegated by the Board of Directors; provided, however,
that no amendment shall result in the forfeiture or reduction of the interest



of any Participant or person claiming under or through any one or more of them
pursuant to the Plan. Any amendment of the Plan shall be in writing and signed
by authorized individuals.

      Section 13. Termination and Distribution of Accrued Benefits. The Plan may
be terminated at any time by the Company, and in that event the amount of the
accrued benefits as of the date of such termination shall remain an obligation
of the Company and shall be payable as if the Plan had not been terminated.

      Section 14. Construction. Where necessary or appropriate to the meaning
hereof, the singular shall be deemed to include the plural, the plural to
include the singular, the masculine to include the feminine, and the feminine to
include the masculine.

      Section 15. Severability. In the event any provision of the Plan is deemed
invalid, such provision shall be deemed to be severed from the Plan, and the
remainder of the Plan shall continue to be in full force and effect.

      Section 16. Governing Law. Except as otherwise provided, the provisions of
the Plan shall be construed and enforced in accordance with the laws of the
State of Ohio.