THE LUBRIZOL CORPORATION 2005 EXCESS DEFINED BENEFIT PLAN

Employee Benefits Plan Agreement

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LUBRIZOL CORPORATION

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Title: THE LUBRIZOL CORPORATION 2005 EXCESS DEFINED BENEFIT PLAN
Governing Law: Ohio Date: 11/7/2008
Industry: Chemical Manufacturing Sector: Basic Materials

Exhibit 10.4

THE LUBRIZOL CORPORATION

2005 EXCESS DEFINED BENEFIT PLAN

(As Amended and Restated January 1, 2008)

The Lubrizol Corporation hereby establishes, effective January 1, 2005, and amended and restated as of January 1, 2008, 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.

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,

(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 equal to an amount which shall be determined in the normal form of payment under the Lubrizol Pension Plan, regardless of any election of optional method of payment by the Participant under the Lubrizol Pension Plan or this Plan, and shall be equal to the sum of (I) plus (II), where (I) is the result, but not less than zero, of (b) minus (a); and (II) is the result, but not less than zero, of (c) minus (b), where:

(a)

equals the monthly pension benefit payable to the Participant under the Lubrizol Pension Plan in the normal form of payment;

(b)

equals the monthly pension benefit which would have been payable under the benefit formula in the Lubrizol Pension Plan as if:

(1)

the limitation of Section 415 of the Code on total benefits that may be accrued under the Lubrizol Pension Plan was not in effect;

(2)

any amount payable under The Lubrizol Corporation 2005 Excess Defined Contribution Plan attributable to participation in The Lubrizol Corporation Employees’ Profit Sharing Plan and Savings Plan did not and would not increase the compensation or otherwise affect the compensation or any other variable used in the benefit formula under the Lubrizol Pension Plan;

(3)

any participation by the Participant 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 did not decrease the compensation or otherwise affect the compensation or any other variable used in the benefit formula under the Lubrizol Pension Plan; and

(4)

all years of service of the Participant with Lubrizol or Noveon are counted; and

(c)

equals the monthly pension benefit which would have been payable under the benefit formula in the Lubrizol Pension Plan as if:

(1)

the limitations of Section 401(a)(17) of the Code on compensation that may be taken into account in determining benefits under the Lubrizol Pension Plan was not in effect;

(2)

the limitation of Section 415 of the Code on total benefits that may be accrued under the Lubrizol Pension Plan was not in effect;

(3)

(4)

(5)

all years of service of the Participant with Lubrizol are counted, excluding any service before January 1, 2006 for employees who were part of Noveon on December 31, 2005.

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 .

(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 the six- month anniversary following the separation from service or within 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 at least five years after the distribution date specified in paragraph (a) above in accordance with any one of the following options:

(i) Substantially equal monthly 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 of substantially

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