Exhibit 10.2

                            THE LUBRIZOL CORPORATION

                  2005 Deferred Compensation Plan For Officers
                                  (As Amended)

1. Purpose. The purpose of this 2005 Deferred Compensation Plan For Officers
(the "Plan") is to permit an a person who is an officer (as identified by the
Company for Section 16 purposes under the Securities Exchange Act of 1934) of
The Lubrizol Corporation (the "Company") or, for amounts earned in 2005, who was
an officer of the Company during 2004 (sometimes hereinafter referred to as
"officer" or as the "Participant"), who wishes, to defer a portion of such
officer's compensation earned in calendar years beginning on or after January 1,
2005, as provided in the Plan. Notwithstanding any provision to the contrary,
for purposes of this Plan, an "officer" or "Participant" does not include any
employee of Noveon, Inc. or its affiliates.

2. Administration. The Plan shall be administered by the Organization and
Compensation Committee of the Board of Directors of the Company (the
"Committee"). The Committee's interpretation and construction of all provisions
of the Plan shall be binding and conclusive upon all Participants and their
heirs and/or successors.

3. Right to Defer Compensation.

      (a) An officer of the Company may, at any time prior to January 1 of a
given calendar year, or at such other time as allowed under Section 409A of the
Internal Revenue Code and by the Committee, elect, for the calendar year, to
defer under the Plan a pre-selected amount of such officer's compensation
specified in paragraph (c) below, which such officer may thereafter be entitled
to receive for services performed during such elected calendar year.

      (b) The election under this Section 3 shall take effect on the first day
of the calendar year following the date on which the election is made and such
election shall be irrevocable for any elected calendar year after such elected
calendar year shall have commenced.

      (c) An officer may elect to defer all or part of one or more of the
following:

            (i)   a fixed dollar amount or percentage of the officer's bi-weekly
                  base salary;

            (ii)  a fixed dollar amount or percentage of the officer's
                  participation in the annual incentive pay plan, if any.

            (iii) a fixed number of shares or percentage of the officer's stock
                  compensation from the long term incentive plan, if any.

            (iv)  a fixed number of shares or percentage of the officer's stock
                  compensation pursuant to an employment agreement dated as of
                  January 1, 2003

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provided, however, that the actual amount deferred will be the elected amount
less any applicable withholding taxes.

      (d) Notwithstanding paragraphs (a), (b) and (c), where an officer first
becomes eligible to participate in the Plan, the newly eligible officer may make
the election under this Section 3 to defer the specified compensation for
services to be performed subsequent to the election and for the remainder of the
calendar year in which the election under this Section 3 is made provided such
election is made within 30 days after the date the officer first becomes
eligible.

      (e) Within such periods of time as the Committee shall designate, and in
addition to the provisions of paragraphs (a) through (d), an officer may elect
to defer that portion or all of the officer's cash and/or stock compensation (i)
described in paragraph (c) and/or (ii) any other plan or program that provides
for cash or stock compensation, to the extent that such amounts would otherwise
be nondeductible by the Company pursuant to Section 162(m) of the Internal
Revenue Code of 1986, as amended. For purposes of the preceding sentence, the
amount to be deferred with respect to any compensation plans payable in Company
shares shall be determined by taking into consideration any fixed cash
compensation to be received subsequent to the date on which shares are
distributable under such program. Notwithstanding any other provision of this
Plan, deferrals under this paragraph (e) shall be distributable only six (6)
months after the Participant separates from service in accordance with Section
6.

      (f) All elections under this Plan shall be made by written notice
delivered to the Vice President, Human Resources, of the Company specifying (i)
the portion, if any, determined under paragraph (c), of each category of the
Participant's compensation to be deferred for a year, as described above, (ii),
if applicable, the time of distribution, and (iii) the payment option as
provided in Section 6 for distributions upon separation from service.

      (g) Notwithstanding paragraph (f), any compensation earned after the end
of the first month in which a Participant under this Plan no longer is an
officer of the Company, as defined in Section 1, but continues to be employed by
the Company, shall not be deferred, provided however, the balance in the
Participant's Deferral Accounts shall continue to be held and administered
pursuant to the Plan; provided further that the provisions of this paragraph (g)
shall not apply for amounts earned in 2005.

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4. Deferral of Cash Compensation.

      (a) On the date the cash compensation deferred under the Plan would have
become payable to the Participant in the absence of an election under the Plan
to defer payment thereof, the amount of such deferred compensation shall be
credited to a Stock Deferral Account and/or any of the Cash Deferral Account
investment portfolios designated as available by the Committee from time to
time. All Deferral Accounts shall be established and maintained for each
Participant in the Company's accounting books and records and the Company shall
be under no obligation to purchase any investments designated by the
Participant. To the extent that, at the time amounts are credited to a
Participant's Deferral Accounts, any federal, state or local payroll withholding
tax applies (e.g., Medicare withholding tax), the Participant shall be
responsible for the payment of such amount to the Company and the Company shall
promptly remit such amount to the proper taxing authority.

      (b) Participant's Cash Deferral Accounts shall be credited with any gains
or losses equal to those generated as if the Participant's Cash Deferral Account
balances had been invested in the applicable investment portfolio(s) selected by
the Participant

      (c) A Participant's deferred cash compensation credited to a Participant's
Stock Deferral Account shall be used to determine the number of full and
fractional units ("Units") representing Company Common Shares ("Shares") which
the deferred amount would purchase at the closing price for the Shares on the
New York Stock Exchange ("NYSE") composite transactions reporting system on the
date that the deferred amount is credited pursuant to paragraph (a) and if
Shares were not traded on that date on the NYSE, then such computation shall be
made as of the first preceding day on which Shares were so traded. The Company
shall credit the Participant's Stock Deferral Account with the number of full
and fractional Units so determined. A Participant's Stock Deferral Account shall
be administered in accordance with Section 5(b) through (e).

      (d) A Participant may elect pursuant to rules established by the Committee
to transfer a portion or all of the balance of any Deferral Account established
under this Section 4 to any other such Deferral Account.

      (e) Notwithstanding the foregoing, a Participant may elect to have any
portion or all of the Participant's cash deferrals credited to any of the
Deferral Accounts listed in paragraph (a) and may transfer balances in
accordance with paragraph (d) provided that the Participant is considered, in
the judgment of the Chief Executive Officer of the Company, to be on plan to
meet the Participant's Company Share ownership guideline. Otherwise, a
Participant must elect that at least 50% of any cash deferral hereunder be
credited to a Stock Deferral Account and may not transfer any portion of the
balance of the Stock Deferral Account to another Deferral Account.

5. Deferral of Stock Compensation.

      (a) At the time that Shares are distributable to a Participant, who has
elected to defer the receipt thereof under Section 3(c) or (e), in lieu of
Shares being issued, there shall be credited to a separate Stock Deferral
Account for the Participant, full stock equivalent units ("Units") which shall
be established and maintained on the Company's records. One Unit shall be
allocated to the Stock Deferral Account for each such Share. The balance of a
Stock Deferral Account established under this Section 5(a) pursuant to

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deferrals under Section 3(c)(iii) or (iv) may not be transferred to any other
Deferral Account.

      (b) As of each dividend payment date established by the Company for the
payment of cash dividends with respect to its Shares, the Company shall credit
each separate Stock Deferral Account of a Participant with an additional number
of whole and/or fractional Units equal to:

            (i)   the product of (x) the dividend per Share which is payable
                  with respect to such dividend payment date, multiplied by (y)
                  the number of whole and fractional Units credited to the
                  separate Stock Deferral Account of a Participant as of such
                  payment date;

                                   divided by

            (ii)  The closing price of a Share on the dividend payment date (or
                  if Shares were not traded on that date, on the next preceding
                  day on which Shares were so traded), as reported on the
                  NYSE-composite tape.

      (c) At no time prior to actual delivery of Shares pursuant to the Plan,
shall the Company be obligated to purchase or reserve Shares for delivery of a
Participant and the Participant shall not be a shareholder nor have any of the
rights of a shareholder with respect to the Units credited to the Participant's
Stock Deferral Accounts.

      (d) To the extent that, at the time Units are credited to a Stock Deferral
Account of a Participant, any federal, state or local payroll withholding tax
applies (e.g., Medicare withholding tax), the Participant shall be responsible
for the payment of such amount to the Company and the Company shall promptly
remit such amount to the proper taxing authority.

      (e) In the event of any change in the number of outstanding Shares by
reason of any stock dividend, stock split up, recapitalization, merger,
consolidation, exchange of shares or other similar corporate change, the number
of Units in each separate Stock Deferral Account of a Participant shall be
appropriately adjusted to take into account any such event.

6. Payment of Deferred Compensation upon Separation from Service.

      (a) For any deferral year, the total amount standing as a credit in a
Participant's Cash Deferral Accounts shall, after a separation from service, be
payable to the Participant either in a lump sum or in periodic installments over
such period, not exceeding ten (10) years, as the Participant shall have
selected pursuant to Section 3(f)(iii). Such periodic payments shall begin or
the lump sum payment shall be made, as the case may be, from the Participant's
Cash Deferral Accounts, at such time, not less than six (6) nor more than twelve
(12) months after the Participant's separation from service, as the Participant
shall have selected pursuant to Section 3(f)(ii). All amounts payable in
accordance with this Section 6(a) shall be subject to applicable federal, state
and/or local payroll withholding taxes then in effect. Notwithstanding the
foregoing, a Participant may elect not less than twelve (12) months prior to the
Participant's

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separation from service, to change the form of distribution of the Participant's
Cash Deferral Accounts; provided, however that any such change of form of
distribution shall be invalid if the effect of such change is to accelerate
distribution; provided, further, that if a Participant elects a change to the
form of distribution in accordance with Section 6(a), the distribution shall
occur five (5) years after the date originally selected pursuant to Section
3(f)(ii)

      (b) The amount of each installment payable to a Participant shall be
determined by dividing the aggregate balance of such Participant's Cash Deferral
Accounts by the number of periodic installments (including the current
installment) remaining to be paid. Until a Participant's Cash Deferral Accounts
has been completely distributed, the balance thereof remaining, from time to
time, shall be credited with gains and losses on a monthly basis as provided in
Section 4(b).

      (c) The total number of Units credited to the Participant's Stock Deferral
Accounts shall upon separation from service be payable to the Participant either
in a lump sum or in periodic installments, over such period, not exceeding ten
(10) years, as the Participant shall have selected pursuant to Section 3(f)(iv).
Such periodic payments shall begin or the lump sum payment shall be made, as the
case may be, from the Participant's Stock Deferral Accounts, at such time, not
less than six (6) nor more than twelve (12) months after the Participant's
separation from service, as the Participant shall have selected pursuant to
Section 3(f)(ii). All amounts payable in accordance with this Section 6(a) shall
be subject to applicable federal, state and/or local payroll withholding taxes
then in effect. Notwithstanding the foregoing, a Participant may elect not less
than twelve (12) months prior to the Participant's separation from service, to
change the form of distribution of the Participant's Stock Deferral Accounts;
provided, however that any such change of form of distribution shall be invalid
if the effect of such change is to accelerate distribution; provided, further,
that if a Participant elects a change to the form of distribution in accordance
with Section 6(a), the distribution shall occur five (5) years after the date
originally selected pursuant to Section 3(f)(ii)

      (d) The amount of any installment payable from the Stock Deferral Accounts
to a Participant shall be determined by dividing the balance of the aggregate
number of Units in the Participant's Stock Deferral Accounts by the number of
periodic installments (including the current installment) remaining to be paid
and the quotient shall be the number of Shares that are payable. If the
determination of the installment payable from the Participant's Stock Deferral
Accounts results in a fractional Share being payable, the installment payment
shall exclude any such fractional Share payment except that, in the final
installment payment, any such fractional Share shall be paid in cash in an
amount as determined by the Committee. Until the Participant's Stock Deferral
Accounts have been completely distributed, the balance in the Stock Deferral
Accounts shall continue to be credited with the dividend equivalents on such
balances as provided in Section 5(b).

      (e) Tax withholding for distributions under paragraph (c) shall be made
from those Shares otherwise issuable pursuant to paragraph (c) above, and shall
be such number of Shares that will provide for the federal, state and/or local
income tax at the rates then applicable for supplemental wages, unless otherwise
requested by the Participant, but in no event less than the statutory minimums
for tax withholding.

      (f) For purposes under paragraph (e) of determining the number of Shares
that are to be withheld to provide for the tax withholding, Shares shall be
valued at the

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closing price on the New York Stock Exchange of a Share on the date the Shares
are distributable (or if the Shares were not traded on that date, on the next
preceding day on which the Shares were so traded). If the determination of the
tax withholding would require the withholding of a fractional Share, the Company
shall withhold the nearest whole number of Shares needed to pay the tax
withholding, rounded up, and remit to the Participant in cash the amount of the
excess after the withholding taxes have been satisfied.

      (g) In the event a Participant dies prior to receiving payment of the
entire amount in that Participant's Cash Deferral Accounts and/or Stock Deferral
Accounts, as the case may be, the unpaid balance shall be paid to such
beneficiary as the Participant may have designated in writing to the Vice
President, Human Resources, of the Company as the beneficiary to receive any
such post-death distribution under the Plan or, in the absence of such written
designation, to the Participant's legal representative or to the beneficiary
designated in the Participant's last will as the one to receive such
distributions. Distributions subsequent to the death of a Participant may be
made either in a lump sum or in periodic installments in such amounts and over
such period, not exceeding ten years from the date of death, as the Committee
may direct and the amount of each installment shall be computed as provided in
Section 6(b), and (d) as the case may be.

      (h) Payments from the Cash Deferral Accounts shall be made in cash and
payments from the Stock Deferral Accounts shall be made in Shares. The amount of
any distribution pursuant to Sections 6 through 8 shall reduce the balance held
in the Participant's corresponding Deferral Accounts as of the date of such
distribution. Installment payments shall be made pro-rata from a Participant's
Deferral Accounts.

7. In-Service Distributions. Pursuant to Section 3 and other than for deferrals
pursuant to Sections 3(c)(iii), (iv) and 3(e), a Participant may elect to
receive an in-service distribution of all or any specified percentage of the
Participant's deferral election made in any year commencing not earlier than the
first of the calendar year following the fourth anniversary of the date the
deferral election was made. In-service distributions shall be made in a lump sum
payment. A Participant may elect once for any calendar year of deferral for
which the Participant has elected an in-service distribution, to change the date
of distribution to another in-service year or six (6) months after the
Participant has separated from service; provided, however, that any such
modification must be made in writing at least twelve (12) months prior to the
date originally elected for the in-service distribution; provided further that
the deferred distribution date must be at least five (5) years after the date
originally selected. Notwithstanding the foregoing, any distribution hereunder
shall be subject to further deferral pursuant to an election under Section 3(e).

8. Acceleration of Payments. The Committee may accelerate the distribution of
part or all of one or more of a Participant's Deferral Accounts for reasons of
an unforeseeable emergency that cannot be met using other resources. For
purposes of the Plan, an unforeseeable emergency shall be deemed to exist in the
event the Committee determines that a Participant needs a distribution to meet a
severe hardship to the Participant resulting from a sudden or unexpected illness
or accident of the Participant or a member of the Participant's family, loss of
the Participant's property due to casualty, or other similar extraordinary and
unforeseeable circumstance arising as a result of events beyond the control of
the Participant. A distribution based on financial hardship shall not

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exceed the amount required to meet the immediate financial need created by the
hardship.

9. Non-assignability. None of the rights or interests in any of the
Participant's Deferral Accounts shall, at any time prior to actual payment or
distribution pursuant to the Plan, be assignable or transferable in whole or in
part, either voluntarily or by operation of law or otherwise, and such rights
and interest shall not be subject to payment of debts by execution, levy,
garnishment, attachment, pledge, bankruptcy or in any other manner.

10. Interest of Participant. The Company shall be under no obligation to
segregate or reserve any funds or other assets for purposes relating to the Plan
and, except as set forth in this Plan, no Participant shall have any rights
whatsoever in or with respect to any funds or other assets held by the Company
for purposes of the Plan or otherwise. Each Participant's accounts maintained
for purposes of the Plan merely constitute bookkeeping entries on records of the
Company, constitute the unsecured promise and obligation of the Company to make
payments as provided herein, and shall not constitute any allocation whatsoever
of any cash, shares or other assets of the Company or be deemed to create any
trust or special deposit with respect to any of the Company's assets.
Notwithstanding the foregoing provisions, nothing in this Plan shall preclude
the Company from setting aside Shares or funds in trust pursuant to one or more
trust agreements between a trustee and the Company. However, no Participant
shall have any secured interest or claim in any assets or property of the
Company or any such trust and all Shares or funds contained in such trust shall
remain subject to the claims of the Company's general creditors.

11. Amendment. The Board of Directors of the Company, or the Organization and
Compensation Committee may, from time to time, amend or terminate the Plan,
provided that no such amendment or termination of the Plan shall adversely
affect a Participant's accounts as they existed immediately before such
amendment or termination or the manner of distribution thereof, unless such
Participant shall have consented thereto in writing. Notice of any amendment or
termination of the Plan shall be given promptly to all Participants.

12. Plan Implementation. This Plan is adopted and effective for deferrals of
compensation earned for calendar years beginning on or after January 1, 2005.

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