Excess Deferred Benefit Plan

THE LUBRIZOL CORPORATION
2005 EXCESS DEFINED BENEFIT PLAN
(As Amended)


The Lubrizol Corporation hereby establishes, effective January 1, 2005,The Lubrizol Corporation 2005 Excess Defined Benefit Plan (the "Plan") for the purposes of providing supplemental benefits to certain employees, as permitted by Section 3(36) of the Employee Retirement Income Security Act of l974 and providing deferred compensation benefits to a select group of management and highly compensated employees.


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 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, or, effective January 1, 2005, who participates in The Lubrizol
Corporation Senior Management Deferred Compensation Plan.


(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.


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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,


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


(d) effective January 1, 2006, who participated in The Lubrizol
Corporation Senior Management 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), (c), or, effective January 1, 2006, (d)), if he did not participate in The Lubrizol Corporation 2005 Deferred Compensation Plan for Officers, The Lubrizol Corporation 2005 Executive Council Deferred Compensation Plan, or, effective January 1, 2006, in The Lubrizol Corporation Senior Management 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.


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(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
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