**Exhibit 10.34**

**THE LUBRIZOL CORPORATION**

**DEFERRED STOCKCOMPENSATION PLAN**

**FOR OUTSIDE DIRECTORS**

**(Amended as of December 15, 2003)**

1. PURPOSE. The Lubrizol Corporation (the“Company”) hereby establishes its Deferred Stock Compensation Plan for Outside Directors (the “Plan”) in order to promote the interests of the Company and its shareholders by having a portion of the total compensation payable toits outside directors be deferred and paid in the form of common shares of the Company, thereby increasing each Director’s beneficial ownership of Company common shares as well as each Director’s proprietary interest in the Company.

2. EFFECTIVE DATE. The effective date of the plan is October 1, 1991. 

3. COMMON SHARE UNITS. In addition to the cash compensation otherwise payable to each outside director of the Company, the Company shall establish and maintain a Deferred Stock Account for and in the nameof each outside director. Subject to the provisions of Section 10, on the first day of October in each calendar year, the Company shall credit 500 common share units (“Units”) to the Deferred Stock Account of each person who is anoutside director of the Company on said date. 

4. DIVIDEND EQUIVALENTS. As of each dividend payment date declared with respect to theCompany’s common shares, the Company shall credit the Deferred Stock Account of each director with an additional number of Units equal to: 

(a) the product of (i) the dividend per common share of the Company which is payable with respect to such dividend payment date, multiplied by (ii) the number of Units credited to the director’s Deferred Stock Account as ofsuch dividend payment date; 

divided by 

(b) the closing price of a common share of the Company on the dividend payment date (or if such stock was not traded on that date, on the next preceding date on which such common shares were traded), as reported by the New York StockExchange - Composite Transactions Reporting System. 

5. DISTRIBUTION 

(a) Each director, or, in the event of death, his/her beneficiary, shall be entitled to receive one common shares of the Company (a “Share” or “Shares”) for each Unit credited tohis/her Deferred Stock Account, payable at such time or times as hereinafter provided. 

(b) Unless otherwise elected by the director inaccordance with the provisions of Section 5(c), the Shares shall be distributed to the director or beneficiary, as the case may be, on the first day of the month following the date on which the director ceases to be a director for any reason.

 

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(c) At any time prior to the first time that the Company credits Units to the director’s Deferred StockAccount, the director may irrevocably elect to have all Shares to which the director will be entitled under this Plan distributed to him/her (or in the event of his/her death, the director’s designated beneficiary) in ten or fewer annualinstallments commencing on the first day of the month following the date on which such director ceases to be a director of the Company for any reason. The number of Shares to be distributed with each installment shall be equal to the nearer wholenumber obtained by dividing the number of Units then credited to the director’s Deferred Stock Account by the number of unpaid installments. 

(d) Units with respect to which no distribution of Shares has yet occurred shall continue to be held in the director’s Deferred Stock Account and credited with dividend equivalents in accordance with Section 4. 

6. BENEFICIARY DESIGNATION 

(a) Each director may,from time to time, by writing filed with the Company, designate any legal or natural person or persons (who may be designated contingently or successively) to whom Shares attributable to the director’s Units are to be distributed if thedirector dies prior to having received all such Shares to which he/she is entitled under Section 5. A beneficiary designation will be effective only if the signed form is filed with the Company while the director is alive and will cancel allbeneficiary designation forms filed earlier. 

(b) To the extent that a director fails to designate a beneficiary or beneficiaries as providedin this Section 6, or if all designated beneficiaries die before the director or before the distribution of all Shares attributable to the director’s Units, all remaining Shares attributable to such Units shall be distributed to the estateof the director as soon as practicable after such death. 

7. ACCELERATION OF DISTRIBUTIONS. The Company may accelerate the distribution ofShares with respect to Units credited to the Deferred Stock Account of any director for reasons of severe financial hardship. For purposes of this Plan, severe financial hardship shall be deemed to exist in the event the Company determines that adirector needs a distribution to meet immediate and heavy financial needs resulting from a sudden or unexpected illness or accident of the director or a member of his/her family, loss of the director’s property due to casualty, or other similarextraordinary and unforeseeable circumstances arising as a result of events beyond the control of the director. A distribution based on financial hardship shall not exceed the amount required to meet the immediate financial need created by thehardship. 

8. TRANSFERABILITY. The interests of any director or beneficiary under the Plan are not subject to the claims of thedirector’s creditors and may not otherwise be voluntarily or involuntarily assigned, alienated or encumbered. 

 

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9. INTEREST OF DIRECTOR. The Company shall be under no obligation to segregate or reserve any funds or otherassets for purposes relating to the Plan and, except as set forth in this Plan, no director 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. Eachdirector’s Deferred Stock Account maintained for purposes of the Plan merely constitutes a bookkeeping entry on records of the Company, constitutes the unsecured promise and obligation of the Company to make payments as provided herein, andshall not constitute any allocation whatsoever of any cash 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 thisPlan 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 director shall have any secured interest or claim in any assets or property of theCompany 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. 

10. CHANGES IN SHARES. 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 numberof Units to be credited in accordance with Section 3, the number of Units held in the director’s Deferred Stock Account and the Shares to be distributed in accordance with this Plan shall be appropriately adjusted to take into account anysuch event. 

11. SUCCESSORS. This Plan shall be binding upon any assignee or successor in interest to the Company whether by merger,consolidation or sale of all or substantially all of the Company’s assets. 

12. AMENDMENT AND TERMINATION. The Board of Directors of theCompany may, from time to time, amend or terminate the Plan; provided, however, that no such amendment or termination shall adversely affect the rights of any director or beneficiary without his/her consent with respect to Units credited prior tosuch amendment or termination. Effective December 15, 2003, no further grants will be made under the Plan. Deferred Stock Accounts will continue to be credited with dividend equivalents in accordance with Section 4 until all Deferred StockAccounts have been fully distributed in accordance with the terms of the Plan. 

 

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