THE LUBRIZOL CORPORATION 2005 EXCESS DEFINED CONTRIBUTION PLAN

Exhibit 10.2

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

     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 and providing deferred compensation benefits to a select group of management and highly compensated employees.

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 or, effective January 1, 2006, The Lubrizol Corporation Senior Management Deferred Compensation Plan, 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 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, or, effective January 1, 2006, who participates in The Lubrizol Corporation Deferred Compensation Plan.

     (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.

     (q) Supplemental Matching Contributions. The term “Supplemental Matching Contributions” shall mean the contributions made by the Company under the Plan 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 eli