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EXHIBIT (10)(g)
THE LUBRIZOL CORPORATION
EXCESS DEFINED CONTRIBUTION PLAN
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TABLE OF CONTENTS
ARTICLE
DEFINITIONS 1
1.1 Definitions 1
1.2 Additional Definitions 2
ARTICLE II
SUPPLEMENTAL CONTRIBUTIONS 2
2.1 Eligibility 2
2.2 Supplemental Company Contributions 3
2.3 Deposit of Contributions 3
2.4 Allocation of Contributions 3
2.5 Separate Accounts 3
ARTICLE III
DISTRIBUTION 4
3.1 Vesting 4
3.2 Distribution 4
3.3 Distribution in the Event of Death 4
ARTICLE IV
ADMINISTRATION 5
ARTICLE V
AMENDMENT AND TERMINATION 6
ARTICLE VI
MISCELLANEOUS 6
6.1 Non-Alienation of Retirement Rights
or Benefits 6
6.2 Plan Non-Contractual 7
6.3 Trust 7
6.4 Interest of a Participant 7
6.5 Controlling Status 7
6.6 Claims of Other Persons 7
6.7 Severability 8
6.8 Governing Law 8
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THE LUBRIZOL CORPORATION
EXCESS DEFINED CONTRIBUTION PLAN
The Lubrizol Corporation hereby establishes, effective as of
December 31, 1986, The Lubrizol Corporation 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.
ARTICLE
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 Corpor-
ation with any other corporation or corporations.
(d) Fund. The term "Fund" shall mean each separate Invest-
ment fund established and maintained under the Trust Agreement.
(e) Lubrizol Profit-Sharing Plan. The term "Lubrizol
Profit-Sharing Plan" shall mean The Lubrizol Corporation Employees'
Profit-Sharing Plan as the same shall be in effect on the date of a
Participant's retirement, death, or other termination of employment.
(f) 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.
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(g) 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."
(h) Plan Year. The term "Plan Year" shall mean the calendar
year.
(i) Supplemental Company Contributions. The term "Supple-
mental Company Contributions" shall mean the contribution made by the
Company in accordance with the provisions of Section 2.2.
(j) Trust Agreement. The term "Trust Agreement" shall mean
The Lubrizol Corporation Excess Defined Contribution Plan Trust Agree-
ment.
(k) Trust Assets. The term "Trust Assets" shall mean all
Property held by the Trustee pursuant to the Trust Agreement.
(l) Trustee. The term "Trustee" shall mean the trustee of
The Lubrizol Corporation Excess Defined Contribution Trust.
(m) 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.
1.2 Additional Definitions. All other words and phrases
used herein shall have the meanings given them in the Lubrizol Profit-
Sharing Plan, unless a different meaning is clearly required by the
context.
ARTICLE
SUPPLEMENTAL CONTRIBUTIONS
2.1 Eligibility. A Participant whose benefits under the the
Lubrizol Profit-Sharing Plan have been limited by Section 415 of the Code,
shall be eligible to have contributions made with respect to him under the
Plan in accordance with the provisions of this Article II.
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2.2 Supplemental Company Contributions. In the event
Company contributions under the Lubrizol Profit-Sharing Plan with respect
to a Participant are limited due to the provisions of Section 415 of the
Code, the amounts by which such contributions are limited shall be contri-
buted to the Plan by the Company and shall be designated as Supplemental
Company Contributions.
2.3 Deposit of Contributions. The Company shall cause any
Supplemental Company Contributions under the Plan to be delivered to the
Trustee not less frequently than annually.
2.4 Allocation of Contributions. The Supplemental Company
Contributions deposited with the Trustee shall be allocated among the
Separate Accounts of the Participants on whose behalf such contributions
are made.
2.5 Separate Accounts. Each Participant shall have estab-
lished in his a name Separate Account to which Supplemental Company
Contributions shall be allocated in accordance with the provisions of
Section 2.4. Such Separate Accounts shall be adjusted as of each Valuation
Date to reflect any increase or decrease in the value of the Fund in which
such Separate Account is invested in the following manner:
(a) The Trustee shall value all of the Trust
Assets at fair market value.
(b) The Company shall then, on the basis of the
valuation provided under paragraph (a) above, and
after making appropriate adjustments for any dis-
tributions, withdrawals, disbursements, as well as
one-half of any contributions made since the
immediately preceding Valuation Date, ascertain the
net increase or decrease in the value of the Trust
Assets in each Fund since the immediately preceding
Valuation Date.
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(c) The Company shall then allocate the net
increase or decrease in the net worth of each fund
to the Separate Accounts of Participants in the
ratio that the balance of each Separate Account on
the day immediately preceding such Valuation Date
bears to the aggregate of the balances of all such
accounts on the day immediately preceding such
Valuation Date and shall credit or charge, as the
case may be, each such Separate Account with the
amount of its allocated share.
(d) The Company shall then credit each Separate
Account with the Supplemental Company Contributions
allocated Pursuant to Section 2.4.
ARTICLE III
DISTRIBUTION
3.1 Vesting . Each Participant shall be 100 percent vested
in the value of his Separate Accounts.
3.2 Distribution. Each Participant who terminates employ-
ment with the Company and its related corporations shall receive the
balance in his Separate Account as soon as reasonably practicable in the
same manner and time Period as his interest in the Lubrizol Profit-Sharing
Plan is distributed.
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.
Such Beneficiary shall be the Person designated as the Participant's bene-
ficiary under the Lubrizol Profit-Sharing Plan. If no Beneficiary survives
such Participant or if no Beneficiary has been designated by such Partici-
Pant, 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
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full, and if no other person or persons have been designated to receive the
balance of such distribution upon the happening of such contingency, the
estate of such deceased Beneficiary shall become the Beneficiary as to such
balance. Distribution under this Section 3.3 shall be made in the same
manner and time Period as the deceased Participant's interest in the
Lubrizol Profit-Sharing Plan is distributed.
ARTICLE IV
ADMINISTRATION
The Company shall be responsible for the general administra-
tion of the Plan, for carrying out the provisions hereof, and for making
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 retirement benefits 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 here-
under shall be final and binding upon all interested parties.
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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
delegate; provided, however, that no such action shall adversely affect any
Participant or Beneficiary who is receiving supplemental benefits under the
Plan, unless an equivalent benefit is provided under another plan or
program sponsored by the Company.
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
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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,
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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.
EXECUTED at Wickliffe, Ohio this 4th day of December
, 1986.
THE LUBRIZOL CORPORATION
Title: President
And
Title: Secretary
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FIRST AMENDMENT
TO
THE LUBRIZOL CORPORATION
EXCESS DEFINED CONTRIBUTION PLAN
WHEREAS, the Lubrizol Corporation Excess Defined Contribution Plan
(hereinafter referred to as the "Plan") was established effective as of
December 31, 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 Employees' Profit-Sharing
Plan (hereinafter referred to as the "Lubrizol Profit-Sharing Plan") were
limited by law; and
WHEREAS, the Company desires to amend the Plan to reflect further
limits on benefits under the Lubrizol Profit-Sharing Plan imposed by the
Tax Reform Act of 1986, as amended, as well as limits imposed by law on
benefits under The Lubrizol Corporation Employees' Stock Purchase and
Savings Plan;
NOW, THEREFORE, effective as of January 1, 1989, the Plan is
hereby amended in the respects hereinafter set forth.
1. Paragraph (f) of Section 1.1 of the Plan is hereby amended to
provide as follows:
(f) 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. Paragraph (i) of Section 1.1 of the Plan is hereby amended to
provide as follows:
(i) Supplemental Company Contributions. The
term "Supplemental Company Contributions" shall
mean the the Supplemental Matching Contributions
and the Supplemental Profit-Sharing Contributions
made by the Company under the Plan in accordance
with the provisions of Section 2.2.
3. Section 1.1 of the Plan is hereby amended by the addition of
Paragraphs (n), (o), (p), and (q) to provide as follows:
(n) Lubrizol EMP/ACT. The term "Lubrizol
EMP/ACT" shall mean The Lubrizol Corporation
Employees' Stock Purchase and Savings Plan is the
same shall be in effect on the date of a
Participant's retirement, death or other
termination of employment.
(o) Separate Accounts. The term "Separate
Accounts" shall mean each account established on
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behalf of a Participant under the Plan and credited
with Supplemental Profit-Sharing Contributions,
Supplemental Matching Contributions, or
Supplemental Tax Contributions.
(p) Supplemental Matching Contributions. The
term "Supplemental Matching Contributions" shall
mean the Supplemental Contributions made by the
Company for a Participant whose benefits under the
Lubrizol EMP/ACT are limited with respect to any
Plan Year by the provisions of Section 401(a)(17)
or 415 of the Code.
(q) Supplemental Profit-Sharing
Contributions. The term "Supplemental Profit-
Sharing Contributions" shall mean the Supplemental
Contribution made by the Company for a Participant
whose benefits under the Lubrizol Profit-Sharing
Plan are limited with respect to any Plan Year by
the provisions of Section 401(a)(17) or 415 of the
Code.
4. Section 1.2 of the Plan is hereby amended to provide as
follows:
1.2 Additional Definitions. All other words
and phrases used herein shall have the meanings
given them in the Lubrizol Profit-Sharing Plan and
the Lubrizol EMP/ACT, unless a different meaning is
clearly required by the context.
5. Section 2.1 of the Plan is hereby amended to provide as
follows:
2.1 Eligibility. A Participant whose
benefits under the Lubrizol Profit-Sharing Plan or
the Lubrizol EMP/ACT are limited with respect to
any Plan Year by Section 401(a)(17) or 415 of the
Code, shall be eligible to have contributions made
with respect to him under the Plan in accordance
with the provisions of this Article II.
6. Section 2.2 of the Plan is hereby amended to provide as
follows:
2.2 Supplemental Company Contributions. In
the event that Company contributions under the
Lubrizol Profit-Sharing Plan and/or Matching
Contributions under the Lubrizol EMP/ACT 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, the amounts by which such
contributions are limited shall be credited under
the Plan by the Company and shall be designated as
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Supplemental Profit-Sharing Contributions, and
Supplemental Matching Contributions, respectively;
provided, however, that for purposes of determining
the amount of Supplemental Matching Contributions
for any Participant it shall be deemed that such
Participant made CODA Contributions under the
Lubrizol EMP/ACT at the Matched Percentage level
with respect to his Compensation irrespective of
the limitations under Sections 401(a)(17) and 415
of the Code. Supplemental Matching Contributions
shall be credited to a Participant's Supplemental
Matching Account and Supplemental Profit-Sharing
Contributions shall be credited to a Participant's
Supplemental Profit-Sharing Account.
7. Section 2.3 of the Plan is hereby amended to provide as
follows:
2.3 Allocation of Contributions.
Supplemental Profit-Sharing Contributions shall be
allocated to a Participant's Supplemental Profit
Sharing Account and Supplemental Matching
Contributions shall be allocated to a Participant's
Supplemental Matching Account.
8. Section 2.4 of the Plan is hereby amended to provide as
follows:
2.4 Administration of Separate Accounts.
Each Supplemental Profit-Sharing Account and each
Supplemental Matching Account to which
contributions under Sections 2.2 and 2.3 are
credited and allocated shall be credited monthly
with the net monthly increase experienced by the
General Fund of the Lubrizol Profit-Sharing Plan.
9. Section 2.5 of the Plan is hereby deleted.
10. Section 3.2 of the Plan is hereby amended to provide as
follows:
3.2 Distribution. Each Participant who
terminates employment with the Company and its
related corporations shall receive the balance in
his Supplemental Profit-Sharing Account as soon as
reasonably practicable in the same manner and time
period as his interest in the Lubrizol Profit-
Sharing Plan is distributed and shall receive the
balance in his Supplemental Matching Account as
soon as reasonably practicable in the same manner
and time period as his interest in the Lubrizol
EMP/ACT is distributed.
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11. Section 3.3 of the Plan is hereby amended to provide as
follows:
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 or Beneficiaries shall
receive distribution of such Participant's
remaining interest. The Beneficiary of his
interest in his Supplemental Profit-Sharing Account
shall be the person designated as beneficiary under
the Lubrizol Profit-Sharing Plan and the
Beneficiary of his interest in his Supplemental
Matching Account shall be the person designated as
his beneficiary under the Lubrizol EMP/ACT. 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
happening of such contingency, the estate of such
deceased Beneficiary shall become the Beneficiary
as to such balance. Distribution under this
Section 3.3 of a deceased Participant's
Supplemental Profit-Sharing Account shall be made
in the same manner and time period as the deceased
Participant's interest in the Lubrizol Profit-
Sharing Plan is distributed and distribution under
this Section 3.3 of a deceased Participant's
Supplemental Matching Account shall be made in the
same manner and time period as the deceased
Participant's interest in the Lubrizol EMP/ACT is
distributed.
12. 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
By:
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 CONTRIBUTION PLAN
WHEREAS, The Lubrizol Corporation Excess Defined Contribution
Plan (the "Plan") was established effective as of December 31,
1986, by The Lubrizol Corporation (the "Company") for the benefit
of certain eligible employees of the Company whose benefits under
The Lubrizol Corporation Employees' Profit-Sharing Plan (the
"Profit-Sharing Plan") and, effective January 1, 1989, The Lubrizol
Corporation Employees' Stock Purchase and Savings Plan ("EMP/ACT"),
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 (f) of Section 1.1 of
the Plan is hereby amended to provide as follows:.
(f) 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 Profit-Sharing Plan or EMP/ACT
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
By:
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 CONTRIBUTION 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
R = Retired
D = Deceased
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THIRD AMENDMENT
TO
THE LUBRIZOL CORPORATION
EXCESS DEFINED CONTRIBUTION PLAN
WHEREAS, The Lubrizol Corporation Excess Defined Contribution
Plan (the "Plan") was established effective as of December 31,
1986, by The Lubrizol Corporation (the "Company") for the benefit
of certain eligible employees of the Company whose benefits under
The Lubrizol Corporation Employees' Profit-Sharing Plan (the
"Profit-Sharing Plan") and, effective January 1, 1989, The Lubrizol
Corporation Employees, Stock Purchase and Savings Plan ("EMP/ACT")
were limited by law; and
WHEREAS, The Company desires to amend the vesting provisions
of the Plan to more closely align this Plan with The Lubrizol
Corporation Excess Defined Benefit Plan.
NOW, THEREFORE, Effective January 1, 1993, Section 3.1 of the
Plan is hereby amended in its entirety to read as follows:
3.1 Vesting. Each Participant as of December 31, 1993,
shall be 100 percent vested in the value of his Separate
Accounts. Each new Participant after December 31, 1993,
shall be vested in the value of his Separate Accounts
under this Plan as determined in accordance with the
vesting provisions of the underlying qualified plans.
EXECUTED at Wickliffe, Ohio, this day of ,
1993.
THE LUBRIZOL CORPORATION
By:
Title:
By:
Title: