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                                                                    Exhibit 10.5

                            THE LUBRIZOL CORPORATION
                           2005 OFFICERS' SUPPLEMENTAL
                                 RETIREMENT PLAN
                                  (As Amended)

     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 or, effective January 1,
     2006, under The Lubrizol Corporation Senior 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.

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          (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 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, and 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


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          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 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
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 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, excluding benefits attributable
     to Matching Contributions, 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;


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          (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 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 the form
specified under Section 6.

     Section 5. Separation from Service. 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 payable six months after the separation from service; 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 on or after age 55
     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


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          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.

               (iv) Annual installments of up to ten payments.

               (v) A single lump-sum payment.

     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


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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 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.

Executed at Wickliffe, Ohio, this ______ day of ________________, 2005.

                                        THE LUBRIZOL CORPORATION


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