Excess Defined Benefit Plan

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.


(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


2


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


3


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 relat ...