1
EXHIBIT (10)(i)
THE LUBRIZOL CORPORATION
EXECUTIVE DEATH BENEFIT PLAN
The Lubrizol Executive Death Benefit Plan (hereinafter
referred to as the "Plan") shall provide death benefits to the
designated beneficiaries of certain executives of The Lubrizol
Corporation (hereinafter referred to as the "Corporation") in
accordance with the provisions hereinafter set forth.
Section 1. Eligibility. Participation in the Plan shall be
limited to those executives of the Corporation who are designated
by the Organization and Compensation Committee of the Board of
Directors of the Corporation (hereinafter referred to as the
"Committee") to participate in the Plan; who complete a physical
examination to the satisfaction of the Corporation as soon as
reasonably possible after being so designated; and who waive
participation and benefits in The Lubrizol Corporation Term Life
Insurance Program in a form satisfactory to the Corporation. Any
executive so designated shall hereinafter be referred to as a
"Participant".
Section 2. Benefits. Upon the death of a Participant, a
death benefit shall be made to the Participant's Beneficiary (as
defined in Section 5) equal to a percentage of the Participant's
bi-weekly salary multiplied by 26, plus quarterly pay, at the time
that the Participant is designated by the Committee to participate
in the Plan (hereinafter referred to as "Covered Pay"). Covered
Pay for the Participants designated by the Board to participate in
the Plan as of June 1, 1990 shall mean 1990 Covered Pay. The
Committee will periodically review the Plan and may, at its
discretion, change the level of Covered Pay for any Participant.
A death benefit shall be calculated in accordance with Paragraph
(a) or (b) below, whichever is applicable.
(a) The amount of the death benefit payable with respect to
a Participant, who at the time of his death, (i) is
employed by the Corporation, or (ii) has retired under
the normal retirement provisions of a qualified defined-
benefit plan maintained by the Corporation, shall be as
follows:
2
Age of Participant
at Death Death Benefit
Less than age 70 250% of Covered Pay
At least age 70, but
less than age 75 150% of Covered Pay
Age 75 and over 100% of Covered Pay
(b) The amount of the death benefit payable with respect to
a Participant who (i) has retired under the early
retirement provisions of a qualified defined benefit plan
maintained by the Corporation, or (ii) has voluntarily
terminated his employment with the Corporation but has
not obtained competitive employment with another
employer, shall be as follows:
Years after
Early Retirement or
Voluntary Termination Death Benefit
0 through 5 250% of Covered Pay
6 through 10 150% of Covered Pay
11 or more 100% of Covered Pay
Section 3. Funding. The obligation of the Corporation to pay
benefits provided hereunder shall be satisfied by the Corporation
out of its general funds. In order to provide a source of payment
for its obligations under the Plan, the Corporation will 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
Corporation under the Plan to provide a benefit shall nonetheless
constitute the unsecured promise of the Corporation 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 Corporation.
Section 4. Payment of Benefits. Payment of any death benefit
under the Plan shall be made to the deceased Participant's
2
3
beneficiary in a single lump sum as soon as practicable after the
Participant's death.
Section 5. Beneficiaries. A Participant may designate any
person or persons as a beneficiary (hereinafter referred to as a
"Beneficiary") to receive payment of the death benefit provided
under the Plan. Such designation shall be made in writing in the
form prescribed by the plan administrator and shall become
effective only when filed by the Participant with the Corporation.
A Participant may change or revoke his Beneficiary designation at
any time by completing and filing with the Corporation a new
Beneficiary designation. If at the time of the Participant's death
there is no Beneficiary designation on file with the Corporation,
or the beneficiary does not survive to the date of distribution,
the death benefit provided hereunder shall be paid to the
Participant's estate.
Section 6. Plan Administrator. The Corporation shall be the
administrator of the Plan. The plan administrator shall perform
all ministerial functions with respect to the Plan. 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. 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.
Section 7. Reduction or Termination of Benefits. The
Committee reserves the right to reduce or eliminate the benefit of
any Participant who is dismissed for cause, or who voluntarily
terminates employment to obtain competitive employment.
For Plan purposes, "Cause" means (i) willful violation of a
Corporation policy, or (ii) willful misconduct or gross negligence
in the performance of duties, as determined by the Corporation in
good faith consistently, if applicable, with its existing personnel
practices.
For Plan purposes, "Competitive employment" shall include
employment with any employer (firm, business, or individual)
3
4
engaged in selling or furnishing any product similar to that
available from the Corporation at the time of termination of
employment with the Corporation.
Section 8. Employment. This Plan shall not constitute a
contract of employment.
Section 9. 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 10. Governing Law. The provisions of the Plan shall
be construed and enforced in accordance with the laws of the State
of Ohio.
Section 11. Effective Date. The Plan is effective as of
June 1, 1990.
Executed at Wickliffe, Ohio, this day of , 1991.
THE LUBRIZOL CORPORATION
By:
Title:
4
5
FIRST AMENDMENT TO
THE LUBRIZOL CORPORATION
EXECUTIVE DEATH BENEFIT PLAN
WHEREAS, The Lubrizol Corporation Executive Death Benefit Plan
(hereinafter referred to as the "Plan") was established effective
as of June 1, 1990, by The Lubrizol Corporation (hereinafter
referred to as the "Corporation") for the benefit of certain
executives of The Lubrizol Corporation; and
WHEREAS, The Corporation desires to amend the Plan to clarify
the eligibility requirements;
NOW, THEREFORE, Effective as of June 1, 1990, the Plan is
hereby amended in the respect hereinafter set forth.
1. Section 1 of the Plan is hereby amended in its entirety to
read as follows:
Section 1. Eligibility. Participation in the Plan
shall be limited to those executives of the
Corporation who are designated by the Organization
and Compensation Committee of the Board of
Directors of the Corporation (hereinafter referred
to as the "Committee") to participate in the Plan;
who complete a physical examination to the
satisfaction of the Corporation as soon as
reasonably possible after being so designated; and
who waive participation and benefits in the basic
term-life insurance coverage sponsored by the
Corporation or any of its affiliates, in a form
satisfactory to the Corporation. Any executive so
designated shall hereinafter be referred to as a
"Participant".
EXECUTED at Wickliffe Ohio this day of ,
1992.
THE LUBRIZOL CORPORATION
By:
L. E. Coleman
Title: Chief Executive Officer
6
SECOND AMENDMENT TO
THE LUBRIZOL CORPORATION
EXECUTIVE DEATH BENEFIT PLAN
WHEREAS, effective June 1, 1990, The Lubrizol Corporation (the
"Company") established The Lubrizol Corporation Executive Death
Benefit Plan (the "Plan") for the benefit of certain executives of
the Company; and
WHEREAS, The Corporation desires to amend the Plan to update
the definition of Covered Pay and to provide for an Appendix A to
the Plan which shall list the current Participants in the Plan from
time to time.
NOW, THEREFORE, Effective as of January 1, 1993, the Plan is
hereby amended in the respects hereinafter set forth.
1. Section 1 of the Plan is hereby amended by changing the last
sentence to read as follows:
Any executive so designated shall be listed in Appendix
A attached hereto, and shall hereinafter be referred to
as a "Participant".
2. Section 2 of the Plan is hereby amended by changing the first
paragraph to read as follows:
Upon the death of a Participant, a death benefit shall be
made to the Participant's Beneficiary (as defined in
Section 5) equal to a percentage of the Participant's bi-
weekly salary multiplied by 26, plus quarterly
(hereinafter referred to as "Covered Pay") rounded to the
nearest $1,000.00. Covered Pay for the Participants
designated by the Board to participate in the Plan shall
have the meaning as described in Appendix A, attached
hereto. The Committee will periodically review the plan
and may, at its discretion, change the level of Covered
Pay for any Participant. A death benefit shall be
calculated in accordance with Paragraph (a) or (b) below,
whichever is applicable.
EXECUTED at Wickliffe, Ohio this day of ,
1993.
THE LUBRIZOL CORPORATION
By:
L. E. Coleman
Title: Chief Executive Officer
7
THE LUBRIZOL CORPORATION
EXECUTIVE DEATH BENEFIT PLAN
APPENDIX A
January 1, 1993
PARTICIPANT COVERED PAY
1 R. A. Andreas January 1, 1993 Covered Pay
2. W. G. Bares January 1, 1993 Covered Pay
3. L. E. Coleman January 1, 1993 Covered Pay
4. G. R. Hill January 1, 1993 Covered Pay
5. R. Y. K. Hsu January 1, 1993 Covered Pay
6. W. D. Manning January 1, 1993 Covered Pay
7 R J Senz January 1 1993 Covered Pay
8. W. T. Beargie June 1, 1990 Covered Pay
9. P. L. Krug June 1, 1990 Covered Pay
10. J. A. Studebaker June 1, 1990 Covered Pay