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EXHIBIT (10)(f)
THE LUBRIZOL CORPORATION
EXCESS DEFINED BENEFIT PLAN
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TABLE OF CONTENTS
ARTICLE I
DEFINITIONS AND CONSTRUCTION 1
1.1 Definitions 1
1.2 Additional Definitions 2
ARTICLE II
SUPPLEMENTAL PENSION BENEFIT 2
2.1 Eligibility 2
2.2 Amount 2
2.3 Payment 2
ARTICLE III
PAYMENT OF BENEFITS 3
3.1 Payment to Participant 3
3.2 Payment in the Event of Death Prior to
Commencement of Distribution 3
ARTICLE IV
ADMINISTRATION 3
ARTICLE V
AMENDMENT AND TERMINATION 4
ARTICLE VI
MISCELLANEOUS 4
6.1 Non-Alienation of Retirement Rights or Benefits 4
6.2 Plan Non-Contractual 5
6.3 Trust 5
6.4 Interest of a Participant 5
6.5 Controlling Status 6
6.6 Claims of Other Persons 6
6.7 Severability 6
6.8 Governing Law 6
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THE LUBRIZOL CORPORATION
EXCESS DEFINED BENEFIT PLAN
The Lubrizol Corporation hereby establishes, effective as of
January 1, 1986, The Lubrizol Corporation Excess Defined Benefit Plan (the
"Plan") for the purpose of providing supplemental benefits to certain
employees, as permitted by Section 3(36) of the Employee Retirement Income
Security Act of 1974.
ARTICLE I
DEFINITIONS AND CONSTRUCTION
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) 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.
(b) Company. The term "Company" shall mean The Lubrizol
Corporation, an Ohio corporation, its corporate successors and the surviv-
ing corporation resulting from any merger of The Lubrizol Corporation with
any other corporation or corporations.
(c) Lubrizol Pension Plan. The term "Lubrizol Pension Plan"
shall mean The Lubrizol Corporation Revised Pension Plan as the same shall
be in effect on the date of a Participant's retirement, death, or other
termination of employment.
(d) Participant. The term "Participant" shall mean any person
employed by the Company who is designated by the Board of Directors of the
Company to participate in the Plan and who has not waived participation in
the Plan.
(e) Plan. The term "Plan" shall mean the excess defined benefit
pension plan as set forth herein, together with all amendments hereto,
which Plan shall be called "The Lubrizol Corporation Excess Defined
Benefit Plan."
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(f) Trust. The term "Trust" shall mean The Lubrizol
Corporation Excess Defined Benefit Plan Trust established pursuant to the
Trust Agreement.
(g) Trust Agreement. The term "Trust Agreement" shall mean The
Lubrizol Corporation Excess Defined Benefit Plan Trust Agreement.
1.2. Additional Definitions. All other words and phrases used
herein shall have the meanings given them in the Lubrizol Pension Plan, unless
a different meaning is clearly required by the context.
ARTICLE II
SUPPLEMENTAL PENSION BENEFIT
2.1 Eligibility. A Participant who retires, dies, or otherwise
terminates his employment with the Company under conditions which make such
Participant eligible for a benefit under the Lubrizol Pension Plan and whose
benefits under the Lubrizol Pension Plan are limited by Section 415 of the
Code, shall be eligible for a supplemental pension benefit determined in
accordance with the provisions of Section 2.2.
2.2 Amount. Subject to the provisions of Article III, the
monthly supplemental pension benefit payable to an eligible Participant shall
be such an amount which when added to the monthly pension payable (before any
reduction applicable to an optional method of payment) to such Participant
under the Lubrizol Pension Plan, equals the monthly pension benefit which
would have been payable (before any reduction applicable to an optional method
of payment) under the Lubrizol Pension Plan to the Participant, if the limita-
tions of Section 415 of the Code were not in effect.
2.3 Payment. The terms of payment of the supplemental pension
benefit shall be identical to those specified in the Lubrizol Pension Plan for
the type of benefit the Participant receives under the Lubrizol Pension Plan.
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ARTICLE III
PAYMENT OF BENEFITS
3.1 Payment to Participant. Payment of a supplemental pension
benefit under the Plan to a Participant shall be made in the same manner and
form applicable to the benefit payable to him under the Lubrizol Pension Plan.
The amount of the supplemental pension benefit payable to a Participant shall
be adjusted to reflect the method of payment, pursuant to the assumptions then
in use under the Lubrizol Pension Plan.
3.2 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 bene-
fit which is equal to one-half of the reduced monthly benefit the Participant
would have received under the Plan if the Participant had retired on the day
before his death and had elected to receive his benefit under the Lubrizol
Pension Plan in a 50 percent joint and survivor annuity form. In making the
determinations and reductions required in this Section 3.2, the Company shall
apply the assumptions then in use under the Lubrizol Pension Plan. For pur-
poses hereof, a surviving spouse shall only be eligible for a benefit under
this Section 3.2, if such spouse had been married to the deceased Participant
for at least one year as of the date of the Participant's death.
ARTICLE IV
ADMINISTRATION
The Company shall be responsible for the general administration
of the Plan, for carrying out the provisions hereof, and for making, or
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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 provi-
sions 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 administra-
tion 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 bind-
ing upon all interested parties.
ARTICLE V
AMENDMENT AND TERMINATION
The Company reserves the right to amend or terminate the Plan at
any time by action of its Board of Directors or its representative or deleg-
ate; provided, however, that no such action shall adversely affect any Parti-
cipant who is receiving supplemental pension benefits under the Plan, unless
an equivalent benefit is provided under the Lubrizol Pension Plan or another
plan sponsored by the Company.
ARTICLE VI
MISCELLANEOUS
6.1 Non-Alienation of Retirement Rights or Benefits. No Par-
ticipant shall encumber or dispose of his right to receive any payments
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hereunder, which payments or the right thereto are expressly declared to be
non-assignable and non-transferable. If a Participant attempts to assign,
transfer, alienate or encumber his right to receive any payment hereunder or
permits the same to be subject to alienation, garnishment, attachment, execu-
tion, or levy of any kind, then thereafter during the life of such Partici-
pant, and also during any period in which any Participant 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 to any other person for his
use or benefit or that of his dependents, if any, including any person fur-
nishing 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 inter-
vention 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 Trust, the terms
of which are governed by the Trust Agreement.
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
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Participant with a supplemental pension benefit 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 direc-
tors, 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 unen-
forceable 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.
* * *
EXECUTED at Wickliffe, Ohio, this 4th day of December , 1986.
THE LUBRIZOL CORPORATION
By
Title: President
And
Title: Secretary
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FIRST AMENDMENT
TO
THE LUBRIZOL CORPORATION
EXCESS DEFINED BENEFIT PLAN
WHEREAS, the Lubrizol Corporation Excess Defined Benefit Plan
(hereinafter referred to as the "Plan") was established effective as of
January 1, 1986, by The Lubrizol Corporation (hereinafter referred to as
the "Company") for the benefit of certain eligible employees of the Company
whose benefits under The Lubrizol Corporation Pension Plan (hereinafter
referred to as the "Lubrizol Pension Plan") were limited by law; and
WHEREAS, the Company desires to amend the Plan to reflect further
limits on benefits under the Lubrizol Pension Plan imposed by the Tax
Reform Act of 1986, as amended;
NOW, THEREFORE, effective as of January 1, 1989, the Plan is
hereby amended in the respects hereinafter set forth.
1. Paragraph (d) of Section 1.1 of the Plan is hereby amended to
provide as follows:
(d) Participant. The term "Participant" shall
mean any person employed by the Company who is
listed on Appendix A attached hereto or who is
designated by the Board of Directors of the Company
to participate in the Plan, and who has not waived
participation in the Plan.
2. Section 2.1 of the Plan is hereby amended to provide as
follows:
2.1 Eligibility. A Participant who retires,
dies, or otherwise terminates his employment with
the Company and its subsidiaries and
(i) whose benefits under the Lubrizol Pension
Plan are limited by the provisions of
Section 401(a)(17) or 415 of the Code, or
(ii) who either was a Participant on January
1, 1989 or had attained age 55 on January
1, 1989 and thereafter became a Partici-
pant, and whose benefits under the
Lubrizol Pension Plan are curtailed due
to the revision of the pension benefit
formula, effective as of January 1, 1989,
to comply with the requirements of the
Tax Reform Act of 1986, as amended, shall
be eligible for a supplemental pension
benefit determined in accordance with the
provisions of Section 2.2.
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3. Section 2.2 of the Plan is hereby amended to provide as
follows:
2.2 Amount. Subject to the provisions of
Article III, the monthly supplemental pension
benefit payable to an eligible Participant shall be
an amount which when added to the monthly pension
payable to such Participant under the Lubrizol
Pension Plan (prior to any reduction applicable to
an optional method of payment) equals the monthly
pension benefit which would have been payable under
the Lubrizol Pension Plan (prior to any reduction
applicable to an optional method of payment and
adjusted for any amount payable under The Lubrizol
Corporation Excess Defined Contribution Plan which
is attributable to The Lubrizol Corporation
Employees' Profit-Sharing Plan and which would have
affected the benefit that the Participant would
have received under the Lubrizol Pension Plan had
it been payable from The Lubrizol Corporation
Employees' Profit-Sharing Plan) if the limitations
of Sections 401(a)(17) and 415 of the Code were not
in effect and if he is a Participant described in
Section 2.1 (ii)), and his benefit had not been
curtailed due to the revision of the Lubrizol
Pension Plan effective as of January 1989, to
comply with the provisions of the Tax Reform Act of
1986, as amended.
4. Section 3.1 of the Plan is hereby amended to provide as
follows:
3.1 Payment to Participant. Payment of a
supplemental pension benefit under the Plan to a
Participant shall be made in the same manner and
form applicable to the benefit payable to him under
the Lubrizol Pension Plan. The amount of the
supplemental pension benefit payable to a
Participant shall be adjusted to reflect the method
of payment, pursuant to the assumptions then in use
under the Lubrizol Pension Plan; provided, however,
that in the event that a Participant's supplemental
pension benefit is to be distributed as a single
sum amount, the interest rate used to discount the
liability of such benefit shall be the arithmetic
average of the 7-day compound yield rates for the
six full calendar months prior to the month as of
which the benefit is payable as published in
Donoghue's Tax-Free MONEY FUND AVERAGE which is
reported weekly in Barron's. The rate with respect
to any month shall be the rate reported in the
first issue of Barron's published during such
month.
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5. The Plan is hereby amended by adding Appendix A attached
hereto at the end thereof.
EXECUTED at Wickliffe, Ohio, this 27th day of February , 1991.
THE LUBRIZOL CORPORATION
Title: CEO AND CHAIRMAN OF THE BOARD
And
Title:
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APPENDIX A
Officers of the Company who are Participants in the Plan.
1. L. E. Coleman 7. W. R. Jones
2. W. G. Bares 8. J. R. Cooper
3. W. D. Manning 9. R. A. Andreas
4. R. Y. K. Hsu 10. J. R. Senz
5. G. R. Hill 11. J. R. Ahern
6. R. W. Scher 12. K. H. Hopping
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SECOND AMENDMENT
TO
THE LUBRIZOL CORPORATION
EXCESS DEFINED BENEFIT PLAN
WHEREAS, The Lubrizol Corporation Excess Defined Benefit Plan
(the "Plan") was established effective as of January 1, 1986, by
The Lubrizol Corporation (the "Company") for the benefit of certain
eligible employees of the Company whose benefits under The Lubrizol
Corporation Pension Plan (the "Pension Plan") were limited by law;
and
WHEREAS, The Company desires to amend the Plan to expand the
definition of Participant.
NOW, THEREFORE, the Plan is hereby amended in the respects
hereinafter set forth.
1. Effective June 22, 1992, paragraph (d) of Section 1.1 of
the Plan is hereby amended to provide as follows:
(d) Participant. The term "Participant" shall
mean any person employed by the Company who is listed on
Appendix A attached hereto, or 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 Lubrizol Pension Plan are
limited by the application of Section 401(a)(17) of the
Internal Revenue Code of 1986, as amended.
2. Effective as of the date of execution of this Amendment
Appendix A is replaced by the Appendix A attached hereto.
EXECUTED at Wickliffe, Ohio, this 28th day of June , 1993.
THE LUBRIZOL CORPORATION
Title:Chairman and Chief
Executive Officer
And By:
Title: Vice President and
Chief Financial Officer
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APPENDIX A
TO
THE LUBRIZOL CORPORATION
EXCESS DEFINED BENEFIT PLAN
Participant Effective Date
1. L. E. Coleman December 31, 1986
2. W. G. Bares December 31, 1986
3. P. L. Krug (R) December 31, 1986
4. W. T. Beargie (R) December 31, 1986
5. W. D. Manning December 31, 1986
6. R. Y. K. Hsu December 31, 1986
7. G. R. Hill December 31, 1986
8. R. W. Scher December 31, 1986
9. J. P Arzul (D) December 31, 1986
10. W. R. Jones December 31, 1986
11. R. A. Andreas December 31, 1986
12. J. R. Cooper (R) December 31, 1986
13. J. I. Rue (R) December 31, 1986
14. R. J. Senz April 1, 1989
15. J. R. Ahern April 1, 1990
16. K. H. Hopping April 21, 1991
17. J. W. Bauer April 27, 1992
18. D. A. Muskat April 27, 1992
19. V. E. Luoma June 22, 1992
20. J. G. Bulger June 22, 1992
21. S. F. Kirk April 26, 1993
22. Y. Le Couedic April 26, 1993
23. J. E. Hodge April 26, 1993
24. M. W. Meister April 26, 1993
25. S. A. DiBiase April 26, 1993
<FN>
R = Retired
D = Deceased
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THIRD AMENDMENT
TO
THE LUBRIZOL CORPORATION
EXCESS DEFINED BENEFIT PLAN
WHEREAS, The Lubrizol Corporation Excess Defined Benefit Plan
(the "Plan") was established effective as of January 1, 1986, by
The Lubrizol Corporation (the "Company") for the benefit of certain
eligible employees of the Company whose benefits under The Lubrizol
Corporation Pension Plan (the "Pension Plan") were limited by law;
and
WHEREAS, The Company desires to add provisions to the Plan
which clarify the vesting under the Plan.
NOW, THEREFORE, Article II of the Plan is hereby amended
effective January 1, 1986, by adding at the end thereto a new
Section 2.4 which shall read as follows:
2.4 Vesting. Each Participant as of December 31, 1993,
shall be 100 percent vested in his supplemental pension
benefit determined in accordance with the provisions of
Section 2.2. Each new Participant after December 31,
1993, shall be vested in his supplemental pension benefit
under this Plan as determined in accordance with the
vesting provisions of the Lubrizol Pension Plan.
EXECUTED at Wickliffe, Ohio, this day of ,
1993.
THE LUBRIZOL CORPORATION
By:
Title:
By:
Title: