Exhibit 10.2THE LUBRIZOL CORPORATION2005 Deferred Compensation Plan For Directors(As Amended, April 28, 2008)1. Purpose. The purpose of this 2005 Deferred Compensation Plan For Directors (the“Plan”) is to continue to permit any member of the Board of Directors (the “Participant”) of TheLubrizol Corporation (the “Company”), to defer all or a portion of the compensation earned as adirector in calendar years beginning on or after January 1, 2005, until after the Participantseparates from service as a director, all as provided in the Plan.2. Administration. The Plan shall be administered by the Organization and CompensationCommittee of the Board of Directors of the Company (the “Committee”). The Committee’sinterpretation and construction of all provisions of this Plan shall be binding and conclusive. Inthe event that a Participant is a member of the Committee, such Participant shall not participatein any decision of the Committee relating to that Participant’s participation in this Plan.3. Right to Defer Compensation.     (a) Any director of the Company may, at any time prior to January 1 of a given calendar year,elect to defer under this Plan all, or such portion as the director may designate, of (i) thatdirector’s annual retainer fee, (ii) the attendance fees for attending directors’ meetings orcommittees thereof and/or (iii) stock compensation under The Lubrizol Corporation 2005 StockIncentive Plan. All compensation deferred shall be deferred on the day that such compensationwould otherwise have been paid to the director.     (b) The election described in paragraph (a) shall be made by written notice delivered to theVice President, Human Resources, of the Company specifying (i) the portion of designatedcompensation to be deferred for such year, (ii) time of distribution, and (iii) if applicable, thepayment option.     (c) The election under this Section 3 shall take effect on the first day of the calendar yearfollowing the year in which the election is made. A new election must be made for each calendaryear.     (d) Notwithstanding paragraphs (a), (b) and (c), the first year a Participant becomes eligibleto participate in the Plan, he may make an initial deferral election within 30 days after hebecomes eligible to participate but only with respect to compensation paid for services performedafter the election.
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4. Deferral of Cash Compensation.     (a) On the date the cash compensation (and effective January 1, 2008, stock compensation)deferred under the Plan would have become payable to the Participant in the absence of an electionunder the Plan to defer payment thereof, the amount of such deferred compensation shall be creditedto a Stock Deferral Account and/or any of the Cash Deferral Account investment portfoliosdesignated as available by the Committee from time to time. All Deferral Accounts shall beestablished and maintained for each Participant in the Company’s accounting books and records andthe Company shall be under no obligation to purchase any investments designated by the Participant.     (b) Participant’s Cash Deferral Accounts shall be credited with any gains or losses equal tothose generated as if the Participant’s Cash Deferral Account balances had been invested in theapplicable investment portfolio(s) selected by the Participant     (c) A Participant’s deferred cash compensation (and effective for deferrals after January 1,2008, stock compensation) credited to a Participant’s Stock Deferral Account shall be used todetermine the number of full and fractional units (“Units”) representing Company Common Shares(“Shares”) which the deferred amount would purchase at the closing price for the Shares on the NewYork Stock Exchange (“NYSE”) composite transactions reporting system on the date that the deferredamount is credited pursuant to paragraph (a) and if Shares were not traded on that date on theNYSE, then such computation shall be made as of the first preceding day on which Shares were sotraded. The Company shall credit the Participant’s Stock Deferral Account with the number of fulland fractional Units so determined. A Participant’s Stock Deferral Account shall be administeredin accordance with Section 5(b) through (e).     (d) A Participant may elect pursuant to rules established by the Committee to transfer aportion or all of the balance of any Deferral Account established under this Section 4 to any othersuch Deferral Account; provided, however, that effective April 28, 2008, any stock compensationdeferred into the Plan will be allocated to a Stock Fund Account where it must remain for more thansix months after deferral.5.  Deferral of Stock Compensation.     (a) Prior to January 1, 2008, at the time that Shares are distributable to a Participant, whohas elected to defer the receipt thereof under Section 3, in lieu of Shares being issued, thereshall be credited to a separate Stock Deferral Account for the Participant, full stock equivalentunits (“Units”) which shall be established and maintained on the Company’s records. One Unit shallbe allocated to the Stock Deferral Account for each such Share. The balance of a Stock DeferralAccount established under this Section 5(a) pursuant to deferrals under Section 3 may not betransferred to any other Deferral Account.     (b) As of each dividend payment date established by the Company for the payment of cashdividends with respect to its Shares, the Company shall credit each separate Stock Deferral Accountof a Participant with an additional number of whole and/or fractional Units equal to: (i) the product of (x) the dividend per Share which is payablewith respect to such dividend payment date, multiplied by (y) the
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   number of whole and fractional Units credited to the separate StockDeferral Account of a Participant as of such payment date;    divided by  (ii) The closing price of a Share on the dividend payment date (orif Shares were not traded on that date, on the next preceding day on whichShares were so traded), as reported on the NYSE-composite tape.     (c) At no time prior to actual delivery of Shares pursuant to the Plan, shall the Company beobligated to purchase or reserve Shares for delivery of a Participant and the Participant shall notbe a shareholder nor have any of the rights of a shareholder with respect to the Units credited tothe Participant’s Stock Deferral Accounts.     (d) In the event of any change in the number of outstanding Shares by reason of any stockdividend, stock split up, recapitalization, merger, consolidation, exchange of shares or othersimilar corporate change, the number of Units in each separate Stock Deferral Account of aParticipant shall be appropriately adjusted to take into account any such event.6. Payment of Deferred Compensation.     (a) In the event a Participant separates from service prior to commencing to receive scheduledwithdrawal payments of the Participant’s Deferral Accounts, such scheduled withdrawal payments, ifany, that have not commenced pursuant to Section 7, and the amount selected by Participant to bepaid upon a separation from service, shall be to the Participant in: (i) a single lump sum; (ii)annual, semi-annual or quarterly substantially equal installments over a period, not exceedingtwenty (20) years; or (iii) a specified percentage in a lump sum followed by annual, semi-annual orquarterly substantially equal installments over a period, not exceeding twenty (20) years, as theParticipant shall have selected pursuant to Section 3(b). Such periodic payments shall begin orthe lump sum payment shall be made, as the case may be, from the Participant’s Deferral Accounts,at such time, within 60 days after not less than six (6) months nor more than twelve (12) monthsafter the Participant’s separation from service, as the Participant shall have selected pursuant toSection 3(b); provided, however, that if Participant has not selected a payment option with respectto payment upon a separation from service, such amounts shall be paid in a lump sum within 60 daysafter the six-month anniversary after Participant’s separation from service. Installment paymentsmade after the first installment or lump sum payment, as the case may be, will be made on theannual, semi-annual or quarterly anniversary of the first installment or lump sum payment, as thecase may be, as elected pursuant to Section 3(b). Notwithstanding the foregoing, a Participant mayelect not less than twelve (12) months prior to the Participant’s separation from service, tochange the time or form of distribution of the Participant’s Deferral Accounts upon a separationfrom service; provided, however that any such change shall be invalid if the effect of such changeis to accelerate distribution; provided, further that upon any such change, the distribution shallbe paid at least five (5) years after the date originally selected pursuant to Section 3(b).
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     (b) The amount of each installment payable to a Participant from the Participant’s CashDeferral Accounts shall be determined by dividing the aggregate balance of such Participant’s CashDeferral Accounts by the number of periodic installments (including the current installment)remaining to be paid. Until a Participant’s Cash Deferral Accounts has been completelydistributed, the balance thereof remaining, from time to time, shall be credited with gains andlosses on a monthly basis as provided in Section 4(b).     (c) The amount of any installment payable to a Participant from the Participant’s StockDeferral Accounts shall be determined by dividing the balance of the aggregate number of Units inthe Participant’s Stock Deferral Accounts by the number of periodic installments (including thecurrent installment) remaining to be paid and the quotient shall be the number of Shares that arepayable. If the determination of the installment payable from the Participant’s Stock DeferralAccounts results in a fractional Share being payable, the installment payment shall exclude anysuch fractional Share payment except that, in the final installment payment, any such fractionalShare shall be paid in cash in an amount as determined by the Committee. Until the Participant’sStock Deferral Accounts have been completely distributed, the balance in the Stock DeferralAccounts shall continue to be credited with the dividend equivalents on such balances as providedin Section 5(b).     (d) In the event a Participant dies prior to receiving payment of the entire amount of theParticipant’s Deferral Accounts, the unpaid balance shall be paid to such beneficiary as theParticipant may have designated in writing to the Vice President, Human Resources, of the Companyas the beneficiary to receive any such post-death distribution under the Plan or, in the absence ofsuch written designation, to the Participant’s legal representative or to the beneficiarydesignated in the Participant’s last will as the one to receive such distributions. Distributionssubsequent to the death of a Participant shall commence within 60 days after the death of theParticipant in: (i) a single lump sum; (ii) annual, semi-annual or quarterly substantially equalinstallments over a period, not exceeding twenty (20) years; or (iii) a specified percentage in alump sum followed by annual, semi-annual or quarterly substantially equal installments over aperiod, not exceeding twenty (20) years as elected by the Participant pursuant to Section 3(b) andthe amount of each installment shall be computed as provided in Section 6(b), and (d) as the casemay be; provided, however, that if Participant has not selected a payment option with respect topayment upon death, such amounts shall be paid to Participant’s beneficiary in a lump sum within 60days after the death of the Participant. Installment payments made after the first installment orlump sum payment, as the case may be, will be made on the annual, semi-annual or quarterlyanniversary of the first installment or lump sum payment, as the case may be, as elected pursuantto Section 3(b). Notwithstanding the foregoing, a Participant may elect not less than twelve (12)months prior to the Participant’s death, to change the time or form of distribution of theParticipant’s Deferral Accounts; provided, however that any such change shall be invalid if theeffect of such change is to accelerate distribution; provided, further that upon any such change,the distribution shall be paid at least five (5) years after the date originally selected pursuantto Section 3(b).     (e) Payments from the Cash Deferral Accounts shall be made in cash and payments from the StockDeferral Accounts shall be made in Shares. The amount of any distribution pursuant to Sections 6through 8 shall reduce the balance held in the Participant’s corresponding Deferral Accounts as ofthe date of such distribution. Installment payments shall be made pro-rata from a Participant’sDeferral Accounts.
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7. Scheduled Withdrawal Accounts. Pursuant to Section 3, a Participant may elect toreceive part or all of the Participant’s deferrals in accordance with Participant’s electionspursuant to Section 3(a)(i) and (ii) (and for all deferrals on or after January 1, 2008) for up tothree scheduled withdrawal accounts and with respect to Participant’s deferrals prior to January 1,2007 pursuant to Section 3(a)(iii) a Participant may elect to receive part or all of Participant’sdeferrals in accordance with Participant’s elections for up to three scheduled withdrawalaccounts,, each of which shall commence within 60 days after the date elected by the Participantpursuant to Section 3(b) in: (i) a single lump sum; (ii) annual, semi-annual or quarterlysubstantially equal installments over a period, not exceeding twenty (20) years; or (iii) aspecified percentage in a lump sum followed by annual, semi-annual or quarterly substantially equalinstallments over a period, not exceeding twenty (20) years and the amount of each installmentshall be computed as provided in Section 6(b), and (c) as the case may be. Notwithstanding theforegoing, a Participant may elect not less than twelve (12) months prior to the Participant’s dateof the scheduled withdrawal, to change the time or form of distribution of the Participant’sDeferral Accounts, provided, however that any such change shall be invalid if the effect of suchchange is to accelerate distribution; provided, further that upon any such change, the distributionshall be paid at least five (5) years after the date originally selected pursuant to Section 3(b).8. Unforeseen Emergency. The Committee may accelerate the distribution of part or all ofone or more of a Participant’s Deferral Accounts for reasons of an unforeseeable emergency thatcannot be met using other resources, as determined by the Committee pursuant to the terms of thisSection 8. For purposes of the Plan, an unforeseeable emergency is a severe financial hardship tothe Participant resulting from an illness or accident of the Participant, the Participant’s spouse,the Participant’s beneficiary or the Participant’s dependent (as defined in Section 152 of theCode, without regard to Section 152(b)(1), (b)(2) and (d)(1)(B)); the loss of Participant’sproperty due to casualty (including the need to rebuild a home following damage to a home nototherwise covered by insurance, for example, not as a result of a natural disaster); or othersimilar extraordinary and unforeseeable circumstances arising as a result of events beyond thecontrol of the Participant. A distribution based on severe financial hardship shall not exceed theamount reasonably necessary to satisfy the emergency need (which may include amounts necessary topay any Federal, state, local or foreign income taxes or penalties reasonably anticipated from thedistribution).9. Non-assignability. None of the rights or interests in any of the Participant’sDeferral Accounts shall, at any time prior to actual payment or distribution pursuant to the Plan,be assignable or transferable in whole or in part, either voluntarily or by operation of law orotherwise, and such rights and interest shall not be subject to payment of debts by execution,levy, garnishment, attachment, pledge, bankruptcy or in any other manner.10. Interest of Participant. The Company shall be under no obligation to segregate orreserve any funds or other assets for purposes relating to the Plan and, except as set forth inthis Plan, no Participant shall have any rights whatsoever in or with respect to any funds or otherassets held by the Company for purposes of the Plan or otherwise. Each Participant’s accountsmaintained for purposes of the Plan merely constitute bookkeeping entries on records of theCompany, constitute the unsecured promise and obligation of the Company to make payments asprovided herein, and shall not constitute any allocation whatsoever of any cash, shares or otherassets of the Company or be deemed to create any trust or special deposit with respect to any ofthe Company’s assets. Notwithstanding the foregoing provisions, nothing in this Plan shallpreclude the Company from setting aside Shares or funds in trust pursuant to one or
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more trust agreements between a trustee and the Company. However, no Participant shall have anysecured interest or claim in any assets or property of the Company or any such trust and all Sharesor funds contained in such trust shall remain subject to the claims of the Company’s generalcreditors.11. Amendment. The Board of Directors of the Company, or the Organization andCompensation Committee may, from time to time, amend or terminate the Plan, provided that no suchamendment or termination of the Plan shall adversely affect a Participant’s accounts as theyexisted immediately before such amendment or termination or the manner of distribution thereof,unless such Participant shall have consented thereto in writing. Notice of any amendment ortermination of the Plan shall be given promptly to all Participants.12. Plan Implementation. This Plan is adopted and effective for deferrals of compensationearned for calendar years beginning on or after January 1, 2005, and amended and restated January1, 2008.13. Section 409A Transition Elections. A Participant who prior to January 1, 2008 hasmade an initial deferral election under this Plan may change the form and/or time of payment withrespect to any or all of such elections; provided however that (a) no such election may be made foramounts otherwise payable under this Plan during 2007, and (b) no payment pursuant to such electionmay be payable prior to May 1, 2008.
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