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                                                                    Exhibit 10.3

                            THE LUBRIZOL CORPORATION
                      2005 EXCESS DEFINED CONTRIBUTION PLAN
                                  (As Amended)

     The Lubrizol Corporation hereby establishes, effective as of January 1,
2005, The Lubrizol Corporation 2005 Excess Defined Contribution Plan (the
"Plan") for the purpose of supplementing the benefits of certain employees, as
permitted by Section 3(36) of the Employee Retirement Income Security Act of
1974 and providing deferred compensation benefits to a select group of
management and highly compensated employees.

                                    ARTICLE I

                                   DEFINITIONS

     1.1 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 the person or
     persons who shall be designated by a Participant to receive distribution of
     such Participant's interest under the Plan in the event such Participant
     dies before full distribution of his interest.

          (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, and any subsidiaries of The Lubrizol
     Corporation which adopt the Plan.

          (d) Executive Council Deferred Compensation Plan. The term "Executive
     Council Deferred Compensation Plan" shall mean The Lubrizol Corporation
     2005 Executive Council Deferred Compensation Plan, as shall be in effect on
     the date of the Participant's retirement, death, or other termination of
     employment.

          (e) Fund. The term "Fund" shall mean each separate investment fund
     established and maintained under the Trust Agreement.

          (f) Lubrizol Deferred Compensation Plan. The term "Lubrizol Deferred
     Compensation Plan" shall mean The Lubrizol Corporation 2005 Deferred
     Compensation Plan for Officers or, effective January 1, 2006, The Lubrizol
     Corporation Senior Management Deferred Compensation Plan, as shall be in
     effect on the date of the Participant's retirement, death, or other
     termination of employment.

          (g) Participant. The term "Participant" shall mean any person employed
     by the Company who is designated by the Board of Directors as an officer
     for the purposes of Section 16 of the Securities Exchange Act of 1934, or
     whose benefits under the Profit-Sharing Plan are limited by the application
     of Section 401(a)(17) of the Internal Revenue


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     Code of 1986, as amended, or, effective January 1, 2006, who participates
     in The Lubrizol Corporation Deferred Compensation Plan.

          (h) Plan. The term "Plan" shall mean the excess defined contribution
     retirement plan as set forth herein, together with all amendments hereto,
     which Plan shall be called "The Lubrizol Corporation Excess Defined
     Contribution Plan."

          (i) Plan Year. The term "Plan Year" shall mean the calendar year.

          (j) Profit-Sharing Plan. The term "Profit-Sharing Plan" shall mean The
     Lubrizol Corporation Employees' Profit-Sharing Plan and Savings Plan as the
     same shall be in effect on the date of a Participant's retirement, death,
     or other termination of employment.

          (k) Supplemental Company Contributions. The term "Supplemental Company
     Contributions" shall mean the contributions made by the Company under the
     Plan in accordance with the provisions of Section 2.2.

          (l) Trust Agreement. The term "Trust Agreement" shall mean The
     Lubrizol Corporation Excess Defined Contribution Plan Trust Agreement.

          (m) Trust Assets. The term "Trust Assets" shall mean all property held
     by the Trustee pursuant to the Trust Agreement.

          (n) Trustee. The term "Trustee" shall mean the trustee of The Lubrizol
     Corporation Excess Defined Contribution Trust.

          (o) Valuation Date. The term "Valuation Date" shall mean the last day
     of each Plan Year and any other date as may be agreed upon by the Company
     and the Trustee.

          (p) Separate Accounts. The term "Separate Accounts" shall mean each
     account established on behalf of a Participant under the Plan and credited
     with Supplemental Company Contributions in accordance with the provisions
     of Section 2.3.

     1.2 Additional Definitions. All other words and phrases used herein shall
have the meanings given them in the Profit-Sharing Plan, unless a different
meaning is clearly required by the context.

                                   ARTICLE II

                           SUPPLEMENTAL CONTRIBUTIONS

     2.1 Eligibility. A Participant whose benefits under the Profit-Sharing Plan
are limited with respect to any Plan Year by Section 401(a)(17) or 415 of the
Code, or who participated in the Lubrizol Deferred Compensation Plan or the
Executive Council Deferred Compensation Plan, shall be eligible to have
contributions made with respect to him under the Plan in accordance with the
provisions of this Article II.

     2.2 Supplemental Company Contributions. In the event that Company
contributions under the Lubrizol Profit-Sharing Plan with respect to a
Participant are limited for any Plan Year due to the provisions of Section
401(a)(17) or 415 of the Code, or due to the Participant's


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participation in the Lubrizol Deferred Compensation Plan or the Executive
Council Deferred Compensation Plan, the amounts by which such contributions are
limited shall be credited under the Plan by the Company and shall be designated
as Supplemental Company Contributions.

     2.3 Allocation of Contributions. Supplemental Company Contributions shall
be allocated among the Separate Accounts of the Participants on whose behalf
such contributions are made.

     2.4 Administration of Separate Accounts. Each Separate Account to which
contributions under Sections 2.2 and 2.3 are credited and allocated shall be
credited monthly with the net monthly increase (decrease) experienced by the
Participant selected investment funds of the Lubrizol Profit-Sharing Plan.

                                   ARTICLE III

                                  DISTRIBUTION

     3.1 Vesting. Each Participant, shall be vested in the value of his Separate
Accounts under this Plan as determined in accordance with the vesting provisions
of the Profit-Sharing Plan.

     3.2 Distribution.

          (a) Each Participant who separates from service with the Company and
     its related corporations shall receive payment of the balance in his
     Separate Account 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 balance of his
     Separate Account in (i) a single lump-sum payment payable five years
     following the original distribution date specified in paragraph (a), or
     (ii) annual installments of up to ten payments, the first of which shall be
     paid five years following the original distribution date specified in
     paragraph (a), and subsequent installments of which shall be paid on the
     anniversary date of the payment of the first installment. Such installments
     shall be determined by dividing the value of the Participant's Separate
     Account by the number of installments to be.

     3.3 Distribution in the Event of Death. In the event of the death of a
Participant prior to distribution in full of his interest under the Plan, his
Beneficiary shall receive distribution of such interest. In the event of death
of a Participant prior to making an election for benefits, such Beneficiary
shall receive distribution of such interest as soon as practicable after such
Participant's death in the form elected by such Beneficiary pursuant to Section
3.2. The Beneficiary under this Section 3.3 shall be the person designated as
the Participant's beneficiary under the Profit-Sharing Plan. If no Beneficiary
survives such Participant or if no Beneficiary has been designated by such
Participant, the estate of such Participant shall be the Beneficiary and receive
distribution thereof. If any Beneficiary dies after becoming entitled to receive
distribution hereunder and before such distribution is made in full, and if no
other person or persons have been designated to receive the balance of such
distribution upon the


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happening of such contingency, the estate of such deceased Beneficiary shall
become the Beneficiary as to such balance.

                                   ARTICLE IV

                                 ADMINISTRATION

     4.1 Authority of the Company. The Company shall be responsible for the
general administration of the Plan, for carrying out the provisions hereof, and
for making, or causing the Trust to make, any required supplemental benefit
payments. The Company shall have all such powers as may be necessary to carry
out the provisions of the Plan, including the power to determine all questions
relating to eligibility for and the amount of any supplemental pension benefit
and all questions pertaining to claims for benefits and procedures for claim
review; to resolve all other questions arising under the Plan, including any
questions of construction; and to take such further action as the Company shall
deem advisable in the administration of the Plan. The Company may delegate any
of its powers, authorities, or responsibilities for the operation and
administration of the Plan to any person or committee so designated in writing
by it and may employ such attorneys, agents, and accountants as it may deem
necessary or advisable to assist it in carrying out its duties hereunder. The
actions taken and the decisions made by the Company hereunder shall be final and
binding upon all interested parties.

     4.2 Claims Review Procedure. The Company shall notify the person who files
a claim for benefits (hereinafter referred to as the "Claimant") of the Plan's
adverse benefit determination within a reasonable period of time, but not later
than 90 days after the receipt of the claim by the Plan, unless the Company
determines that special circumstances require an extension of time for
processing the claim. If the Company determines that special circumstances
require an extension of time for processing is required, written notice of the
extension shall be furnished to the Claimant prior to the termination of the
initial 90-day period. In no event shall such extension exceed a period of 90
days from the end of such initial period. The extension notice shall indicate
the special circumstances requiring an extension of time and the date by which
the Plan expects to render the benefit determination. Whenever the Company
decides for whatever reason to deny, whether in whole or in part, a claim for
benefits filed by any Claimant, the Company shall transmit to the Claimant a
written notice of the Company's decision, which shall be written in a manner
calculated to be understood by the Claimant and contain a statement of the
specific reasons for the denial of the claim, reference to the specific Plan
provisions on which the determination was based, a description of any additional
material or information necessary for the Claimant to perfect the claim and an
explanation of why such material or information is necessary, a description of
the Plan's review procedures and the time limits applicable to such procedures,
include a statement of the Claimant's right to bring civil action under Section
502(a) ERISA following an adverse benefit determination on review. Within 60
days of the date on which the Claimant receives such notice, he or his
authorized representative may request that the claim denial be reviewed by
filing with the Company a written request therefor, which request shall contain
the following information:

     (a) the date on which the Claimant's request was filed with the Company;
     provided, however, that the date on which the Claimant's request for review
     was in fact filed with the Company shall control in the event that the date
     of the actual filing is later than the date stated by the Claimant pursuant
     to this paragraph (a);


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     (b) the specific portions of the denial of his claim which the Claimant
     requests the Company to review;

     (c) a statement by the Claimant setting forth the basis upon which he
     believes the Company should reverse the Company's previous denial of his
     claim for benefits and accept his claim as made; and

     (d) any written comments, documents, records and other information which
     the Claimant desires the Company to examine in its consideration of his
     position as stated pursuant to paragraph (c).

Claimant shall be provided, upon request and free of charge, reasonable access
to, and copies of, all documents, records, and other information relevant to the
Claimant's claim for benefits. The review of the claim will take into account
all comments, documents, records and other information submitted by the Claimant
relating to the claim, without regard to whether such information was submitted
or considered in the initial benefit determination. Within no later than 60 days
of the date determined pursuant to paragraph (a) of this Section 4.2, the
Company shall notify Claimant of the Plan's benefit determination, unless the
Company determines that special circumstances require an extension of time for
processing the claim. If the Company determines that an extension of time for
processing is required, written notice of the extension will be furnished to the
Claimant prior to the termination of the initial 60-day period. In no event
shall such extension exceed a period of 60 days from the end of the initial
period. The extension notice shall indicate the special circumstances requiring
an extension of time and the date by which the Plan expects to render the
determination on review. The Company shall provide the Claimant with a written
notification of the Plan's benefit determination on review, written in a manner
calculated to be understood by the Claimant, including the reasons and Plan
provisions upon which its decision was based, a statement that the Claimant is
entitled to receive, upon request and free of charge, reasonable access to, and
copies of, all documents, records and other information relevant to the
Claimant's claim for benefits, and a statement of the Claimant's right to bring
an action under Section 502(a) of ERISA.

                                    ARTICLE V

                            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; provided, further that,
effective January 1, 2006, notwithstanding Section 3.1, upon a termination of
the Plan each Participant shall be fully vested in his supplemental pension
benefit under this Plan. Any amendment of the Plan shall be in writing and
signed by authorized individuals.


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                                   ARTICLE VI

                                  MISCELLANEOUS

     6.1 Non-Alienation of Retirement Rights or Benefits. No Participant shall
encumber or dispose of his right to receive any payments hereunder, which
payments or the right thereto are expressly declared to be non-assignable and
non-transferable. If a Participant or Beneficiary attempts to assign, transfer,
alienate or encumber his right to receive any payment under the Plan or permits
the same to be subject to alienation, garnishment, attachment, execution, or
levy of any kind, then thereafter during the life of such Participant or
Beneficiary and also during any period in which any Participant or Beneficiary
is incapable in the judgment of the Company of attending to his financial
affairs, any payments which the Company is required to make hereunder may be
made, in the discretion of the Company, directly to such Participant or
Beneficiary or to any other person for his use or benefit or that of his
dependents, if any, including any person furnishing goods or services to or for
his use or benefit or the use or benefit of his dependents, if any. Each such
payment may be made without the intervention of a guardian, the receipt of the
payee shall constitute a complete acquittance to the Company with respect
thereto, and the Company shall have no responsibility for the proper allocation
thereof.

     6.2 Plan Non-Contractual. Nothing herein contained shall be construed as a
commitment or agreement on the part of any person employed by the Company to
continue his employment with the Company, and nothing herein contained shall be
construed as a commitment on the part of the Company to continue the employment
or the annual rate of compensation of any such person for any period, and all
Participants shall remain subject to discharge to the same extent as if the Plan
had never been established.

     6.3 Trust. In order to provide a source of payment for its obligations
under the Plan, the Company has established The Lubrizol Corporation Excess
Defined Contribution Plan Trust.

     6.4 Interest of a Participant. Subject to the provisions of the Trust
Agreement, the obligation of the Company under the Plan to provide a Participant
or Beneficiary with supplemental retirement benefits merely constitutes 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.

     6.5 Controlling Status. No Participant shall be eligible for a benefit
under the Plan unless such Participant is a Participant on the date of his
retirement, death, or other termination of employment.

     6.6 Claims of Other Persons. The provisions of the Plan shall in no event
be construed as giving any person, firm or corporation any legal or equitable
right as against the Company, its officers, employees, or directors, except any
such rights as are specifically provided for in the Plan or are hereafter
created in accordance with the terms and provisions of the Plan.

     6.7 Severability. The invalidity or unenforceability of any particular
provision of the Plan shall not affect any other provision hereof, and the Plan
shall be construed in all respects as if such invalid or unenforceable provision
were omitted herefrom.

     6.8 Governing Law. The provisions of the Plan shall be governed and
construed in accordance with the laws of the State of Ohio.


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

                                        THE LUBRIZOL CORPORATION


                                        By:
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                                        Title:
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                                        By:
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                                        Title:
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