1
EXHIBIT (10)(d)
THE LUBRIZOL CORPORATION
AMENDED DEFERRED COMPENSATION PLAN FOR DIRECTORS
1. Purpose. The purpose of this Amended Deferred
Compensation Plan For Directors (the "Plan") is to permit any
member of the Board of Directors (the "Participant") of The
Lubrizol Corporation (the "Company") to defer all or a portion of
the compensation to be received as a director until after the
Participant ceases to be a director, all as provided in this Plan.
2. Administration. The Plan shall be administered by
the Organization and Compensation Committee of the Board of
Directors of the Company (the "Committee"). The Committee's
interpretation and construction of all provisions of this Plan
shall be binding and conclusive. In the event that a Participant
is a member of the Committee, such Participant shall not
participate in any decision of the Committee relating to that
Participant's participation in this Plan.
3. Right to Defer Compensation. Any director of the
Company may, at any time, elect to defer under this Plan all, or
such portion as the director may designate, of (i) that director's
annual retainer fee and/or (ii) the attendance fees for attending
directors' meetings or committees thereof. The annual retainer
fee, for this purpose, shall be deemed to be earned equally and
ratably on a calendar quarterly basis during the calendar year.
Attendance fees are deemed to be earned when the director attends
the meeting for which the attendance fee is paid. The election
under this paragraph 3 shall take effect on the first day of the
calendar quarter following the month in which the election is made.
Such election under this Plan shall be made by written notice
delivered to the Chief Financial Officer of the Company specifying
(i) the length of time, not less than one year, during which the
election shall apply, (ii) the portion of the retainer fee and/or
the attendance fee to be deferred for such year or years, and (iii)
the periodic payment schedule selected subject to the installment
period limitation and the computation of each installment payment
to the Participant pursuant to, and in accordance with, paragraph
5. A director may designate that the election shall remain in
effect until the director, on a prospective basis, withdraws the
election or changes the amount to be deferred; provided that, if
the director changes only the amount to be deferred, the periodic
payment schedule selected under clause (iii) of the preceding
sentence shall continue to apply. Any notice of withdrawal of the
election or change in the amount to be deferred shall be effective
on the first day of the calendar quarter following the month in
which such notice is given to the Company's Chief Financial
Officer.
4. Deferred Compensation Accounts. On the last day of
each calendar month in which compensation deferred under this Plan
2
would have been payable to a Participant in the absence of an
election under this Plan to defer payment thereof, the amount of
such deferred compensation shall be credited to a Deferred
Compensation Account (the "Participant's Account") which shall be
established and maintained for such Participant as a special ledger
account on the Company's books. Interest shall accrue during each
calendar quarter on the month-end balance in each Participant's
Account at the Federal Reserve 90-Day Composite Rate in effect for
the previous calendar quarter and such interest amount so
determined shall be credited monthly to such Participant's Account.
5. Payment of Deferred Compensation. The total amount
credited to a Participant's Account shall be payable to the
Participant, either in a lump sum or in periodic installments, over
such period, not exceeding ten years, as the Participant shall have
selected pursuant to clause (iii) of paragraph 3. Such periodic
payments shall begin or the lump sum payment shall be made, as the
case may be, at such time, not more than twelve (12) months after
the Participant ceased to be a director of the Company, as the
Participant may have selected pursuant to paragraph 3 at the time
of entering the Plan. The amount of any installment payable to a
Participant shall be determined by dividing the balance of such
Participant's Account by the number of periodic installments
(including the current installment) remaining to be paid. Until a
Participant's Account has been completely distributed, the balance
thereof shall bear interest calculated as provided in paragraph 4
above. In the event a Participant dies prior to receiving payment
of the entire amount of that Participant's Account, the unpaid
balance shall be paid to such beneficiary as the Participant may
have designated in writing to the Chief Financial Officer of the
Company as the beneficiary to receive any such post-death
distribution under this Plan or, in the absence of such written
designation, to the Participant's legal representative or
beneficiary designated in the Participant's last will to receive
such distributions. Distributions subsequent to the death of a
Participant may be made either in a lump sum or in periodic
installments in such amounts and over such period, not exceeding
ten years from the date of death, as the Committee may direct and
the amount of each installment shall be computed as provided in the
third sentence of this paragraph 5.
6. Acceleration of Payments. The Committee may
accelerate the distribution of a Participant's Account for reasons
of severe financial hardship. For purposes of this Plan, severe
financial hardship shall be deemed to exist in the event the
Committee determines that a Participant needs a distribution to
meet immediate and heavy financial needs resulting from a sudden or
unexpected illness or accident of the Participant or a member of
his/her family, loss of the Participant's property due to casualty,
or other similar extraordinary and unforeseeable circumstance
arising as a result of events beyond the control of the
-2-
3
Participant. A distribution based on financial hardship shall not
exceed the amount required to meet the immediate financial need
created by the hardship.
7. Non-assignability. None of the rights or interests
in the Participant's Account shall, prior to actual payment or
distribution pursuant to this Plan, be assignable or transferable
in whole or in part, either voluntarily or by operation of law or
otherwise, and shall not be subject to payment of debts by
execution, levy, garnishment, attachment, pledge, bankruptcy or in
any other manner; provided that, upon the occurrence of any such
assignment or transfer or attempted assignment or transfer, all
payments under paragraph 5 shall be payable in the sole and
unrestricted judgment and discretion of the Committee, as to time
and amount, and shall be distributable to the person who would have
received the payment but for this paragraph 7 only at such time or
times and in such amounts as the Committee, from time to time,
shall determine.
8. Plan to be Unfunded. The Company shall be under no
obligation to segregate or reserve any funds or other assets for
purposes relating to this Plan and no Participant shall have any
rights whatsoever in or with respect to any funds or other assets
held by the Company for purposes of this Plan or otherwise.
Participants' Accounts maintained for purposes of this Plan shall
merely constitute bookkeeping entries on records of the Company and
shall not constitute any allocation whatsoever of any assets of the
Company or be deemed to create any trust or special deposit with
respect to any of the Company's assets.
9. Amendment. The Board of Directors of the Company
may, from time to time, amend or terminate this Plan, provided that
no such amendment or termination of the Plan shall adversely affect
the Participant's Account as it existed immediately before such
amendment or termination or the manner of distribution thereof,
unless such Participant shall have consented thereto in writing.
-END-
-3-