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Exhibit (10)(e)
THE LUBRIZOL CORPORATION
EXCESS DEFINED CONTRIBUTION PLAN
(As Amended)
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 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.
(d) FUND. The term "Fund" shall mean each separate investment 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. Effective September 30, 1994, 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 are limited by the
application of Section 401(a)(17) of the Internal Revenue Code of 1986, as
amended.
(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.
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(i) 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.
(j) TRUST AGREEMENT. The term "Trust Agreement" shall mean The
Lubrizol Corporation Excess Defined Contribution Plan Trust Agreement.
(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.
(n) 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.
(o) LUBRIZOL DEFERRED COMPENSATION PLAN. Effective July 1, 1994, the
term "Lubrizol Deferred Compensation Plan" shall mean The Lubrizol Corporation
Deferred Compensation Plan for Officers (which was adopted effective July 25,
1994), as shall be in effect on the date of the Participant's retirement,
death, or other termination of employment.
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 II
SUPPLEMENTAL CONTRIBUTIONS
2.1 ELIGIBILITY. Effective September 30, 1994, a Participant
whose benefits under the Lubrizol 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, 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. Effective September 30,
1994, 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 participation in the Lubrizol 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. Effective September 30, 1994,
Supplemental Company Contributions shall be allocated among the Separate
Accounts of the Participants on whose behalf such contributions are made.
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2.4 ADMINISTRATION OF SEPARATE ACCOUNTS. Effective September 30,
1994, 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 experienced by the General Fund of the Lubrizol Profit-Sharing Plan.
ARTICLE III
DISTRIBUTION
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.
3.2 DISTRIBUTION. Effective September 30, 1994, each Participant who
terminates employment with the Company and its related corporations shall
receive the balance in his Separate Account as soon as reasonably practical
after his termination in one of the following optional forms of benefit chosen
by the Participant prior to termination:
(i) a single lump-sum payment; or
(ii) annual installments of up to ten payments, the first
of which shall be paid within 30 days of the Participant's
termination, 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 (determined in the same manner as under
the Lubrizol Profit-Sharing Plan) by the number of installments to be
paid and adjusting for interest based on the PBGC interest rate in
effect on the date of termination. Installments after the first
installments shall include such interest which accrues during the
12-month period occurring since the date the prior installment was
paid.
Notwithstanding the foregoing provisions of the Plan to the contrary,
if the present value of the Separate Account is less than $25,000, such benefit
shall be paid in a single lump-sum payment.
3.3 DISTRIBUTION IN THE EVENT OF DEATH. Effective September 30,
1994, 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 Lubrizol 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 happening of such contingency, the estate of such
deceased Beneficiary shall become the Beneficiary as to such balance.
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ARTICLE IV
ADMINISTRATION
The Company shall be responsible for the general administration 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 hereunder shall be final and binding upon all interested parties.
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. Any amendment
of the Plan shall be in writing and signed by authorized individuals.
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.
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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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APPENDIX A
TO
THE LUBRIZOL CORPORATION
EXCESS DEFINED CONTRIBUTION PLAN
PARTICIPANTS1 EFFECTIVE DATE
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1. L. E. Coleman December 31, 1986
2. W. G. Bares December 31, 1986
3. R. Y. K. Hsu December 31, 1986
4. G. R. Hill December 31, 1986
5. W. R. Jones December 31, 1986
6. R. A. Andreas December 31, 1986
7. J. R. Ahern April 1, 1990
8. K. H. Hopping April 21, 1991
9. J. W. Bauer April 27, 1992
10. D. A. Muskat April 27, 1992
11. J. G. Bulger June 22, 1992
12. S. F. Kirk April 26, 1993
13. Y. Le Couedic April 26, 1993
14. J. E. Hodge April 26, 1993
15. M. W. Meister April 26, 1993
16. S. A. Di Biase April 26, 1993
17. G. P. Lieb April 25, 1994
18. J. A. Thomas April 25, 1994
Former Participants2
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1. P. L. Krug (R)
2. W. T. Beargie (R)
3. W. D. Manning (R)
4. R. W. Scher (R)
5. J. P. Arzul (D)
6. J. R. Cooper (R)
7. J. I. Rue (R)
8. R. J. Senz (T)
9. E. V. Luoma (R)
<FN>
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1 This listing of Participants is limited to those Participants who are also
officers for purposes of Section 16 of the Securities Exchange Act of 1934.
2 R = Retired, D = Deceased, T = Terminated.