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Exhibit (10)(d)
THE LUBRIZOL CORPORATION
EXCESS DEFINED BENEFIT PLAN
(As Amended 10/1/00)
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
l974.
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
surviving 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. Effective June 22, 1992, 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.
(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."
(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
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SUPPLEMENTAL PENSION BENEFIT
2.1 Eligibility. Effective January 1, 1997, A Participant who retires,
dies, or otherwise terminates his employment with the Company and its
subsidiaries and
(a) whose benefits under the Lubrizol Pension Plan are
limited by the provisions of Section 401(a)(17) or 415 of the Code,
(b) who either was a Participant on January 1, 1989 or had
attained age 55 on January 1, 1989, and thereafter became a
Participant, 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,
(c) who participated in The Lubrizol Corporation Deferred
Compensation Plan for Officers (which was adopted effective July 25,
1994), or
(d) who participated in The Lubrizol Corporation Executive
Council Deferred Compensation Plan (which was adopted effective
January 1, 1997)
shall be eligible for a supplemental pension benefit determined in accordance
with the provisions of Section 2.2.
2.2 Amount. Effective January 1, 1997, 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 Section
401(a)(17) and 415 of the Code were not in effect and, (if he is a Participant
described in Section 2.1(ii)), his benefits 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, and, (if he is a
Participant described in Section 2.1(iii)), if he did not participate in The
Lubrizol Corporation Deferred Compensation Plan for Officers (which was adopted
effective July 25, 1994) or in The Lubrizol Corporation Executive Council
Deferred Compensation Plan (which was adopted effective January 1, 1997).
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.
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
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benefit under this Plan as determined in accordance with the vesting provisions
of the Lubrizol Pension Plan.
ARTICLE III
PAYMENT OF BENEFITS
3.1 Payment to Participant. (Effective November 27, 1995)
(a) Each Participant who terminates employment with the
Company and its related corporations shall receive payment of his
supplemental pension benefit under the Plan determined as of his date
of termination of employment in the standard form of benefit of a
monthly retirement benefit commencing within 30 days following
employment termination and payable to such Participant for his
lifetime following such employment termination, with the continuance
to his Beneficiary of such amount after his death for the remainder,
if any, of the 120-month term that commenced with the date as of which
the first payment of such monthly benefit is made, and with any such
monthly benefits remaining unpaid upon the death of the survivor of
the Participant and his Beneficiary to be made to the estate of such
survivor.
(b) Participants may instead elect within a 60 day period
commencing 90 days prior to employment termination to receive the
actuarial equivalent of the standard form of benefit determined under
paragraph (a), on the date of employment termination, in accordance
with any one of the following options:
(i) for Participants hired prior to February 1,
1984, a single lump-sum payment payable within 30 days
following employment termination;
(ii) effective October 1, 2000, for Participants
hired prior to February 1, 1984, a single lump-sum payment
payable within 30 days following the end of the calendar year
in which the Participant's employment terminated. Interest on
the lump-sum deferral shall accrue and be paid with the
lump-sum; such interest to be computed at the applicable
interest rate, as defined in Section 417(e)(3)(A)(ii)(II) of
the Code, in effect on the date of the employment
termination.
(iii) a reduced monthly retirement benefit
commencing within 30 days following employment termination
and payable to such Participant for his lifetime following
such employment termination, with the continuance of a
monthly benefit equal to fifty percent (50%) of such reduced
amount after his death to the Participant's Beneficiary
during the lifetime of the Beneficiary, provided that such
Beneficiary is living at the time of such Participant's
employment termination and survives such Participant;
(iv) a reduced monthly retirement benefit commencing
within 30 days following employment termination and payable
to such Participant during his lifetime following his
termination, with the continuance of a monthly benefit equal
to one hundred percent (100%) of such reduced amount after
his death to the Participant's Beneficiary during the
lifetime of the Beneficiary, provided such Beneficiary is
living at the time of such Participant's termination and
survives such Participant.
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Such optional forms of payment described above shall be calculated
using the same actuarial factors and interest rates used under The Lubrizol
Corporation Pension Plan (or its successor) as in effect on the date of
employment termination; provided, however, that for any person who was a
Participant as of December 31, 1993, who elects to have his supplemental
pension benefit paid in a single lump-sum payment, the interest rate used to
discount the portion of the Participant's supplemental pension benefit which
represents his accrued benefit as of December 31, 1993, shall be the arithmetic
average of the 7-day compound yield rates for the six full calendar months
prior to the month of termination as published in Donoghue's Tax-Free MONEY
FUND AVERAGE which is reported weekly in Barron's; provided further that such
rate with respect to any month shall be the rate reported in the first issue of
Barron's published during such month.
Notwithstanding the foregoing provisions of the Plan to the contrary,
if the present actuarial value of any retirement benefit or survivor benefit
under the Plan to any person, determined as described above, is less than
$25,000, such benefit shall be paid in a single lump-sum payment to such person
within 30 days following employment termination.
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 benefit
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 purposes
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.
3.3 Special Form of Benefit for E. Victor Luoma. Notwithstanding the
first sentence of Section 3.1, E. Victor Luoma may elect prior to his
retirement or other termination of employment to receive payment of his
supplemental pension benefit under the Plan in the form of a single sum amount,
determined and payable in accordance with the second and third sentences of
Section 3.1.
3.4 Lump Sum Form of Benefit for Roger Y. K. Hsu. Effective January 1,
1996, notwithstanding the provisions of Section 3.1(b), Roger Y. K. Hsu shall
receive payment of his supplemental pension benefit under the Plan in the form
of a single sum amount.
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 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 provisions 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
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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 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. execution, or levy of any kind,
then thereafter during the life of such Participant, 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 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.
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.
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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 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 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 BENEFIT PLAN
Participants(1) Effective Date
1. W. G. Bares December 31, 1986
2. G. R. Hill December 31, 1986
3. J. R. Ahern April 1, 1990
4. K. H. Hopping April 21, 1991
5. J. W. Bauer April 27, 1992
6. S. F. Kirk April 26, 1993
7. Y. Le Couedic April 26, 1993
8. J. E. Hodge April 26, 1993
9. M. W. Meister April 26, 1993
10. S. A. Di Biase April 26, 1993
11. G. P. Lieb April 25, 1994
12. L. M. Reynolds April 24, 1995
13. R. D. Robins April 22, 1996
14. C. P. Cooley April 1, 1998
15. D. W. Bogus April 1, 2000
16. J. L. Hambrick May 1, 2000
Former Participants(2)
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)
10. R. Y. K. Hsu (R)
11. L. E. Coleman (R)
12. J. G. Bulger (R)
13. D. A. Muskat (R)
14. W. R. Jones (R)
15. R. A. Andreas (R)
16. J. A. Thomas (R)
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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.
