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                                                                Exhibit (10)(cc)

                            THE LUBRIZOL CORPORATION
                           2005 OFFICERS' SUPPLEMENTAL
                                 RETIREMENT PLAN

      The Lubrizol Corporation hereby establishes, effective as of January 1,
2005, The Lubrizol Corporation 2005 Officers' Supplemental Retirement Plan (the
"Plan") for the purpose of providing deferred compensation benefits to a select
group of management or highly compensated employees.

      Section 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 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 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.

            (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 the nearest 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 Lubrizol Corporation
      2005 Executive Council Deferred Compensation Plan, received by the
      Participant during the three consecutive calendar years during 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 Plan as 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).

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            (h) Participant. The term "Participant" shall mean the Chief
      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 in the 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 Company is merged, consolidated or reorganized into or
            with another corporation or other legal person, and immediately
            after such merger, consolidation or reorganization less than a
            majority of the combined voting power of the then-outstanding
            securities of such corporation or person immediately after such
            transaction are held in the aggregate by the holder of the Voting
            Stock (as that term is hereafter defined) of the Company immediately
            prior to such transaction;

                  (ii) The Company sells all or substantially all of its assets
            to any other corporation or other legal person, less than a majority
            of the combined voting power of the then-outstanding securities of
            such corporation or person immediately after such sale are held in
            the aggregate by the holders of Voting Stock of the Company
            immediately prior to such sale;

                  (iii) There is a report filed on Schedule 13D or Schedule
            14D-1 (or any successor schedule, form or report), each as
            promulgated pursuant to the Securities Exchange Act of 1934
            ("Exchange Act"), disclosing that any person (as the term "person"
            is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act)
            has become the beneficial owner (as the term "beneficial owner" is
            defined under Rule 13d-3 or any successor rule or regulation
            promulgated under the Exchange Act) of securities representing 20
            percent or more of the combined voting power of the then-outstanding
            securities entitled to vote generally in the election of directors
            of the Company ("Voting Stock");

                  (iv) The Company files a report or proxy statement with the
            Securities and Exchange Commission pursuant to Form 8-K or Schedule
            14A (or any successor schedule, form or report or item therein) that
            a change of control of the Company has or may have occurred or will
            or may occur in the future pursuant to any then-existing contract or
            transaction; or

                  (v) If during any period of two consecutive years, individuals
            who at the beginning of the such period constitute the Directors of
            the Company cease for any reason to constitute at least a majority
            thereof, provided, however, that for purposes of this clause (v),
            each Director who is first elected, or first nominated by a vote of
            at least two thirds of the Directors of the Company (or a committee
            thereof) then still in office who were Directors of the Company at
            the

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            beginning of any such period will be deemed to have been a Director
            of the Company at the beginning of such period.

      Notwithstanding the foregoing provisions of Section 1(j)(iii) or 1(j)(iv)
      hereof, unless otherwise determined in a specific case by majority vote of
      the Board of Directors of the Company, a "Change in Control" shall not be
      deemed to have occurred for purposes of this Trust Agreement solely
      because (i) the Company , (ii) an entity in which the Company directly or
      indirectly beneficially owns 50 percent or more of the voting securities,
      or (iii) any Company-sponsored employee stock ownership plan or any other
      employee benefit plan of the Company, either files or becomes obligated to
      file a report or a proxy statement under or in response to Schedule 13D,
      Schedule 14D-1, Form 8-K or Schedule 14A (or any successor schedule, form
      or report or item therein) under the Exchange Act, disclosing beneficial
      ownership by it of shares of Voting Stock, whether in excess of 20 percent
      or otherwise, or because the Company reports that a change in control of
      the Company has or may have occurred or will or may occur in the future by
      reason of such beneficial ownership.

      Section 2. Vesting. A Participant who is the Chief Executive Officer,
Chief Operating Officer or President of the Company shall be 100 percent vested
in his accrued supplemental retirement benefit hereunder. All other Participants
shall become 100 percent vested in his accrued supplemental retirement benefit
upon the earliest of the following events: his reaching age 60; his death; his
becoming disabled and receiving benefits pursuant to the Company's long-term
disability plan; or a Change of Control.

      Section 3. Normal Retirement Benefit. Each Participant who separates from
serivce 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 Average Pay
multiplied by his Credited Service (up to 30 years) offset by the following
amounts:

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

            (b) Benefits payable to the Participant under The Lubrizol
      Corporation Employees' Profit Sharing and Savings Plan, including benefits
      attributable to Matching Contributions, but excluding benefits
      attributable to CODA Contributions, Supplemental Contributions, Rollover
      Contributions or Transferred Contributions, as defined thereunder;

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

            (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.

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      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 the Company 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 Lubrizol Pension Plan.

      Section 5. Separation from Serivce. If a Participant separates from
service prior to age 55, he shall receive the actuarial equivalent of his vested
supplemental retirement benefit determined under Section 3 in a single lump-sum
payment; such actuarial equivalent of which shall be calculated using the same
actuarial factors and interest rates used in the Lubrizol Pension Plan as in
effect on the date the Participant separates from service accordance with this
Section 5.

      Section 6. 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 six months following the separation from service or
      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 3 on the date of
      separation from service, and payable commencing five years after the
      distribution date specified in paragraph (a) above in accordance with any
      one of the following options:

                  (i) 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 payable to such
            Participant for his lifetime with the continuance of a monthly
            benefit equal to fifty percent (50%) of such reduced amount after
            his death to the Participant's Beneficiary during the lifetime of
            the Beneficiary, provided that such Beneficiary is living at the
            time of such Participant's separation from service and survives such
            Participant.

                  (iii) A reduced monthly retirement benefit payable to such
            Participant during his lifetime with the continuance of a monthly
            benefit equal to one hundred percent (100%) of such reduced amount
            after his death to the Participant's Beneficiary during the lifetime
            of the Beneficiary, provided such Beneficiary is living at the time
            of such Participant's separation from service and survives such
            Participant.

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                  (iv) annual installments of up to ten payments.

      The forms 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 from service.

      Section 7. Payment in the Event of Death Prior to Commencement of
Distribution. If a Participant dies prior 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 Participant was 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 the determinations and
reductions required in this Section 7, 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 this Section 7, if such spouse
had been married to the deceased Participant for at least one year as of the
date of the Participant's death.

      Section 8. Actuarial Factors. All actuarial assumptions and factors used
in this Plan shall be the same as those used in the Lubrizol Pension Plan.

      Section 9. Funding. The obligation of the Company 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 a trust 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 with a 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 10. Plan Administrator. The Company shall be the plan
administrator of the Plan. The plan administrator shall perform all ministerial
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 application of
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 11. Not a Contract of Continuing Employment. Nothing herein
contained shall be construed as a commitment or agreement on the 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 the
Participant 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 12. 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 or in 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 or reduction of the interest

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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 13. Termination and Distribution of Accrued Benefits. The Plan may
be terminated at any time by the Company, and in that event 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 14. Construction. Where necessary or appropriate to the meaning
hereof, the singular shall be deemed to include the plural, the plural to
include the singular, the masculine to include the feminine, and the feminine to
include the masculine.

      Section 15. 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.

      Section 16. Governing Law. Except as otherwise provided, the provisions of
the Plan shall be construed and enforced in accordance with the laws of the
State of Ohio.