**Exhibit 10.10**

THE LUBRIZOL CORPORATION 

2005 OFFICERS’ SUPPLEMENTAL

RETIREMENT PLAN 

(As Amended and Restated as of December 15, 2009) 

The Lubrizol Corporationhereby establishes, effective as of January 1, 2005 as amended, The Lubrizol Corporation 2005 Officers’ Supplemental Retirement Plan (the “Plan”) for the purpose of providing deferred compensation benefits to a select group ofmanagement or highly compensated employees. 

Section 1. Definitions. For the purposes hereof, the following wordsand phrases shall have the meanings indicated, unless a different meaning is plainly required by the context: 

(a) Beneficiary. The term “Beneficiary” shall mean a person who is designated by a Participant to receive benefits payable upon his death pursuant to the provisions of Section 6. 

(b) Code. The term “Code” shall mean the Internal Revenue Code as amended from time to time. Reference to asection 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 corporatesuccessors and the surviving corporation resulting from any merger of The Lubrizol Corporation with any other corporation or corporations. 

(d) Credited Service. The term “Credited Service” shall mean a Participant’s years of service with the Company equal to the number of full and fractional years of service (to thenearest twelfth of a year) beginning on the date the Participant first performed an hour of service for the Company and ending on the date he is no longer employed by the Company. 

(e) Final Average Pay. The term “Final Average Pay” shall mean the aggregated amount of Basic Compensation(as that term is defined in the Lubrizol Pension Plan modified to add cash (but not shares), if any, which the Participant has elected to defer under The Lubrizol Corporation 2005 Deferred Compensation Plan for Officers or under The LubrizolCorporation 2005 Executive Council Deferred Compensation Plan or, effective January 1, 2006, under The Lubrizol Corporation Senior Management Deferred Compensation Plan, received by the Participant during the three consecutive calendar yearsduring which such Participant received the greatest aggregate amount of Basic Compensation, as defined above, within the most recent ten years of employment, divided by 36. 

(f) Lubrizol Pension Plan. The term “Lubrizol Pension Plan” shall mean The Lubrizol Corporation Pension Planas the same shall be in effect on the date of a Participant’s retirement, death, or other termination of employment. 

(g) Normal Retirement Date. The term “Normal Retirement Date” shall mean the first day of the month following the date on which a Participant attains age sixty-five (65). 

(h) Participant. The term “Participant” shall mean theChief Executive Officer, the Chief Operating Officer and any other officer of the Company who is designated by the Board of Directors of the Company and the Chief Executive Officer to participate in the Plan, and who has not waived participation inthe Plan. 

(i) Plan. The term “Plan” shall mean a deferred compensation plan set forth herein,together with all amendments hereto, which Plan shall be called “The Lubrizol Corporation 2005 Officers’ Supplemental Retirement Plan.” 

(j) Change in Control. The term “Change in Control” shall mean the occurrence of any of the following events: 

(i) The date that any one person, or more than one person acting as a group, acquires ownership of stock of the Company that,together with the stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of the Company. 

(ii) The date any person, or more than one person acting as a group, acquires (or has acquired during the 12-month periodending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 30% or more of the total voting power of the stock of the Company. 

(iii) The date a majority of members of the Company’s board of directors is replaced during any 12-month period bydirectors whose appointment or election is not endorsed by a majority of the members of the Company’s board of directors before the date of the appointment or election. 

(iv) The date that any one person, or more than one person acting as a group, acquires (or has acquired during the 12-monthperiod ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Companyimmediately before the acquisition or acquisitions. 

Section 2. Vesting. Each Participant shall become 100 percentvested in his supplemental pension benefit under this Plan upon the earliest of the following events: his completing five years of service, his reaching age 55; his death; his becoming disabled and receiving benefits pursuant to the Company’slong-term disability plan; or a Change in Control. 

Section 3. Normal Retirement Benefit. Each Participant whoseparates from service with the Company on or after his Normal Retirement Date shall receive, subject to the provisions of Sections 6 and 7, a monthly supplemental retirement benefit which shall be equal to two percent (2%) of his Final AveragePay multiplied by his Credited Service (up to 30 years) offset by the following amounts: 

(a) Benefits payable to theParticipant under the Lubrizol Pension Plan; 

(b) Benefits payable to the Participant under The Lubrizol CorporationEmployees’ Profit Sharing and Savings Plan, excluding benefits attributable to Matching Contributions, CODA Contributions, Supplemental Contributions, Rollover Contributions, Transferred Contributions, Catch-up Contributions or Other CompanyContributions, as defined thereunder; 

 

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(c) Benefits payable to the Participant under The Lubrizol Corporation Age-Weighted DefinedContribution Plan; 

(d) Benefits payable to the Participant under The Lubrizol Corporation 2005 Excess Defined ContributionPlan; 

(e) Benefits payable to the Participant under The Lubrizol Corporation 2005 Excess Defined Benefit Plan; 

(f) The Participant’s Social Security benefits; 

(g) Any other employer-provided benefits not specifically excluded herein which are payable to the Participant pursuant to any qualified or nonqualified retirement plan maintained by the Company.

Such offsets shall be determined using the actuarial factors provided in the Lubrizol Pension Plan. 

Section 4. Early Retirement Eligibility and Determination of Benefit. Each Participant who separates from service with theCompany at or after age 55, but prior to his Normal Retirement Date, shall receive a percentage of his vested supplemental retirement benefit determined under Section 3, in accordance with the early retirement schedule provided in the LubrizolPension Plan at the time and in the form specified under Section 6. 

Section 5. Payment to Participant.

(a) Each Participant who separates from service with the Company and its related corporations shall receivepayment of his supplemental pension benefit in the standard form of payment of a single lump-sum payment payable within 60 days following the later of six months following the separation from service or the beginning of the calendar year followingthe calendar year in which Participant separated from service. 

(b) Payments hereunder shall be less anyapplicable withholding taxes. The form of payment described shall be calculated using the same actuarial factors and interest rates used under The Lubrizol Corporation Pension Plan (or its successor) as in effect on the date of separation fromservice. 

Section 6. Payment in the Event of Death Prior to Commencement of Distribution. If a Participant diesprior to commencement of benefits under the Plan, his surviving spouse, if any, shall be eligible for a survivor benefit which is equal to one-half of the reduced monthly benefit the Participant would have received under the Plan if the Participantwas 100 percent vested in his accrued supplemental retirement benefit, had terminated employment on the day before his death and had elected to receive his benefit hereunder in the form of a 50 percent joint and survivor annuity. In making thedeterminations and reductions required in this Section 6, the Company shall apply the assumptions then in use under the Lubrizol Pension Plan. For purposes hereof, a surviving spouse shall only be eligible for a benefit under thisSection 6, if such spouse had been married to the deceased Participant for at least one year as of the date of the Participant’s death. Benefits hereunder shall commence within 60 days after the death of the Participant and shall be paidmonthly in substantially equal payments for the life of the surviving spouse. 

 

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Section 7. Actuarial Factors. All actuarial assumptions and factors used in thisPlan shall be the same as those used in the Lubrizol Pension Plan. 

Section 8. Funding. The obligation of theCompany to pay benefits provided hereunder shall be unfunded and unsecured and such benefits shall be paid by the Company out of its general funds. In order to provide a source of payment for its obligations under the Plan, the Company may cause atrust fund to be maintained and/or arrange for insurance contracts. Subject to the provisions of the trust agreement governing any such trust fund or the insurance contract, the obligation of the Company under the Plan to provide a Participant witha benefit shall nonetheless constitute the unsecured promise of the Company to make payments as provided herein, and no person shall have any interest in, or a lien or prior claim upon, any property of the Company. 

Section 9. Plan Administrator. The Company shall be the plan administrator of the Plan. The plan administrator shall perform allministerial functions with respect to the Plan. Further, the plan administrator shall have full power and authority to interpret and construe the Plan and shall determine all questions arising in the administration, interpretation, and applicationof the Plan. Any such determination shall be conclusive and binding on all persons. The plan administrator shall employ such advisors or agents as it may deem necessary or advisable to assist it in carrying out its duties hereunder. 

Section 10. Not a Contract of Continuing Employment. Nothing herein contained shall be construed as a commitment or agreement onthe part of the Participant to continue his employment with the Company, and nothing herein contained shall be construed as a commitment or agreement on the part of the Company to continue the employment or the annual rate of compensation of theParticipant for any period, and the Participant shall remain subject to discharge to the same extent as if this Plan had never been put into effect. 

Section 11. Right of Amendment and Termination. The Company reserves the right to amend or terminate the Plan in whole or in part at any time and to suspend operation of the Plan, in whole orin part, at any time, by resolution or written action of its Board of Directors or by action of a committee to which such authority has been delegated by the Board of Directors; provided, however, that no amendment shall result in the forfeiture orreduction of the interest of any Participant or person claiming under or through any one or more of them pursuant to the Plan. Any amendment of the Plan shall be in writing and signed by authorized individuals. 

Section 12. Termination and Distribution of Accrued Benefits. The Plan may be terminated at any time by the Company, and in thatevent the amount of the accrued benefits as of the date of such termination shall remain an obligation of the Company and shall be payable as if the Plan had not been terminated. 

Section 13. Construction. Where necessary or appropriate to the meaning hereof, the singular shall be deemed to include theplural, the plural to include the singular, the masculine to include the feminine, and the feminine to include the masculine. 

Section 14. Severability. In the event any provision of the Plan is deemed invalid, such provision shall be deemed to be severed from the Plan, and the remainder of the Plan shall continue to be in full force and effect.

 

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Section 15. Governing Law. Except as otherwise provided, the provisions of thePlan shall be construed and enforced in accordance with the laws of the State of Ohio. 

 

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