LUBRIZOL CORP
EX-10(D) LUBRIZOL CORP. EXCESS DEFINED BENEFIT PLAN (AMENDED)
<DOCUMENT>
<TYPE>EX-10.D
<SEQUENCE>2
<FILENAME>l11056aexv10wd.txt
<DESCRIPTION>EX-10(D) LUBRIZOL CORP. EXCESS DEFINED BENEFIT PLAN (AMENDED)
<TEXT>
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                                                                 Exhibit (10)(d)

                            THE LUBRIZOL CORPORATION
                           EXCESS DEFINED BENEFIT PLAN
                                  (As Amended)

      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, and any subsidiaries of The Lubrizol
      Corporation which adopt the Plan.

            (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.

<PAGE>

                                   ARTICLE II

                          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

<PAGE>

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.

<PAGE>

      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 (Effective 9/23/02)

      4.1 Authority of the Company. 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

<PAGE>

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.

      4.2 Claims Review Procedure. The Company shall notify the person who files
a claim for benefits (hereinafter referred to as the "Claimant") of the Plan's
adverse benefit determination within a reasonable period of time, but not later
than 90 days after the receipt of the claim by the Plan, unless the Company
determines that special circumstances require an extension of time for
processing the claim. If the Company determines that special circumstances
require an extension of time for processing is required, written notice of the
extension shall be furnished to the Claimant prior to the termination of the
initial 90-day period. In no event shall such extension exceed a period of 90
days from the end of such initial period. The extension notice shall indicate
the special circumstances requiring an extension of time and the date by which
the Plan expects to render the benefit determination. Whenever the Company
decides for whatever reason to deny, whether in whole or in part, a claim for
benefits filed by any Claimant, the Company shall transmit to the Claimant a
written notice of the Company's decision, which shall be written in a manner
calculated to be understood by the Claimant and contain a statement of the
specific reasons for the denial of the claim, reference to the specific Plan
provisions on which the determination was based, a description of any additional
material or information necessary for the Claimant to perfect the claim and an
explanation of why such material or information is necessary, a description of
the Plan's review procedures and the time limits applicable to such procedures,
include a statement of the Claimant's right to bring civil action under Section
502(a) ERISA following an adverse benefit determination on review. Within 60
days of the date on which the Claimant receives such notice, he or his
authorized representative may request that the claim denial be reviewed by
filing with the Company a written request therefor, which request shall contain
the following information:

            (a) the date on which the Claimant's request was filed with the
            Company; provided, however, that the date on which the Claimant's
            request for review was in fact filed with the Company shall control
            in the event that the date of the actual filing is later than the
            date stated by the Claimant pursuant to this paragraph (a);

            (b) the specific portions of the denial of his claim which the
            Claimant requests the Company to review;

            (c) a statement by the Claimant setting forth the basis upon which
            he believes the Company should reverse the Company's previous denial
            of his claim for benefits and accept his claim as made; and

            (d) any written comments, documents, records and other information
            which the Claimant desires the Company to examine in its
            consideration of his position as stated pursuant to paragraph (c).

Claimant shall be provided, upon request and free of charge, reasonable access
to, and copies of, all documents, records, and other information relevant to the
Claimant's claim for benefits. The review of the claim will take into account
all comments, documents, records and other

<PAGE>

information submitted by the Claimant relating to the claim, without regard to
whether such information was submitted or considered in the initial benefit
determination. Within no later than 60 days of the date determined pursuant to
paragraph (a) of this Section 4.2, the Company shall notify Claimant of the
Plan's benefit determination, unless the Company determines that special
circumstances require an extension of time for processing the claim. If the
Company determines that an extension of time for processing is required, written
notice of the extension will be furnished to the Claimant prior to the
termination of the initial 60-day period. In no event shall such extension
exceed a period of 60 days from the end of the initial period. The extension
notice shall indicate the special circumstances requiring an extension of time
and the date by which the Plan expects to render the determination on review.
The Company shall provide the Claimant with a written notification of the Plan's
benefit determination on review, written in a manner calculated to be understood
by the Claimant, including the reasons and Plan provisions upon which its
decision was based, a statement that the Claimant is entitled to receive, upon
request and free of charge, reasonable access to, and copies of, all documents,
records and other information relevant to the Claimant's claim for benefits, and
a statement of the Claimant's right to bring an action under Section 502(a) of
ERISA.

                                    ARTICLE V

                            AMENDMENT AND TERMINATION

            (a) 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.

            (b) Effective December 31, 2004, this Plan is terminated with
      respect to further accruals of benefits. Benefits which have accrued
      hereunder as of December 31, 2004 shall continue to be administered under
      the terms and provisions of this Plan.

                                   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

<PAGE>

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 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.

<PAGE>

                                   APPENDIX A
                                       TO
                            THE LUBRIZOL CORPORATION
                           EXCESS DEFINED BENEFIT PLAN

<TABLE>
<CAPTION>
Participants(1)                            Effective Date
---------------                            --------------
<S>                                        <C>
1. W. G. Bares                             December 31, 1986
2. G. R. Hill                              December 31, 1986
3. J. R. Ahern                             April 1, 1990
4. J. W. Bauer                             April 27, 1992
5. S. F. Kirk                              April 26, 1993
6. Y. Le Couedic                           April 26, 1993
7. J. E. Hodge                             April 26, 1993
8. M. W. Meister                           April 26, 1993
9. S. A. Di Biase                          April 26, 1993
10. G. P. Lieb                             April 25, 1994
11. L. M. Reynolds                         April 24, 1995
13. C. P. Cooley                           April 1, 1998
14. D. W. Bogus                            April 1, 2000
15. J. L. Hambrick                         May 1, 2000
16. G. R. Lewis                            April 23, 2001
17. R. S. Potter                           September 4, 2001
18. J. Wanstreet                           April 22, 2002
</TABLE>

<TABLE>
<CAPTION>
Former Participants(2)
--------------------
<S>                                        <C>
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 (D)
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)
17. K. H. Hopping (R)
18. R. D. Robins (R)
</TABLE>

-------------------------

(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.

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