EX-10.17






Exhibit 10.17




THE LUBRIZOL CORPORATION

2005 EXCESS DEFINED CONTRIBUTION PLAN

(As Amended and Restated December 31, 2008)




     The Lubrizol Corporation hereby establishes, effective as of January 1, 2005 and amended and
restated as of January 1, 2008, The Lubrizol Corporation 2005 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 and providing deferred compensation
benefits to a select group of management and highly compensated employees.



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




     (d) Executive Council Deferred Compensation Plan. The term “Executive Council
Deferred Compensation Plan” shall mean The Lubrizol Corporation 2005 Executive Council
Deferred Compensation Plan, as shall be in effect on the date of the Participant’s
retirement, death, or other termination of employment.




     (e) Fund. The term “Fund” shall mean each separate investment fund established
and maintained under the Trust Agreement.




     (f) Lubrizol Deferred Compensation Plan. The term “Lubrizol Deferred
Compensation Plan” shall mean The Lubrizol Corporation 2005 Deferred Compensation Plan for
Officers or, effective January 1, 2006, The Lubrizol Corporation Senior Management Deferred
Compensation Plan, as shall be in effect on the date of the Participant’s retirement, death,
or other termination of employment.




     (g) Participant. The term “Participant” shall mean any person employed by the
Company 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, or, effective January 1, 2006, who participates in the
Lubrizol Deferred Compensation Plan.



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     (h) 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.”




     (i) Plan Year. The term “Plan Year” shall mean the calendar year.




     (j) Profit-Sharing Plan. The term “Profit-Sharing Plan” shall mean The
Lubrizol Corporation Employees’ Profit-Sharing Plan and Savings Plan as the same shall be in
effect on the date of a Participant’s retirement, death, or other termination of employment.




     (k) 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.




     (l) Trust Agreement. The term “Trust Agreement” shall mean The Lubrizol
Corporation Excess Defined Contribution Plan Trust Agreement.




     (m) Trust Assets. The term “Trust Assets” shall mean all property held by the
Trustee pursuant to the Trust Agreement.




     (n) Trustee. The term “Trustee” shall mean the trustee of The Lubrizol
Corporation Excess Defined Contribution Trust.




     (o) 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.




     (p) 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.




     (q) Supplemental Matching Contributions. The term “Supplemental Matching
Contributions” shall mean the contributions made by the Company under the Plan in accordance
with the provisions of Section 2.3.




     (r) Change in Control. The term “Change in Control” shall mean the occurrence
of any of the following events:




     (i) The date that any one person, or more than one person acting as a group,
acquires ownership of stock of the Company that, together with the stock held by
such person or group, constitutes more than 50 percent of the total fair market
value or total voting power of the stock of the Company.




     (ii) The date any person, or more than one person acting as a group, acquires
(or has acquired during the 12-month period ending on the date of the most recent
acquisition by such person or persons) ownership of stock of the Company possessing
30% or more of the total voting power of the stock of the Company.




     (iii) The date a majority of members of the Company’s board of directors is
replaced during any 12-month period by directors whose appointment
or election is not endorsed by a majority of the members of the Company’s board
of directors before the date of the appointment or election.



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     (iv) The date that any one person, or more than one person acting as a group,
acquires (or has acquired during the 12-month period ending on the date of the most
recent acquisition by such person or persons) assets from the Company that have a
total gross fair market value equal to or more than 40% of the total gross fair
market value of all of the assets of the Company immediately before the acquisition
or acquisitions.



     1.2 Additional Definitions. All other words and phrases used herein shall have the
meanings given them in the Profit-Sharing Plan, unless a different meaning is clearly required by
the context.



ARTICLE II




SUPPLEMENTAL CONTRIBUTIONS




     2.1 Eligibility. A Participant whose benefits under the 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 or the Executive Council 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. In the event that Company Profit Sharing
Contributions under the 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 or the Executive Council 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 Supplemental Matching Contributions. In the event that Company Matching
Contributions under the Profit-Sharing Plan are limited for any Plan Year due to the Participant’s
participation in the Lubrizol Corporation Deferred Compensation Plan or the Executive Counsel
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 Matching Contributions;
provided, however that the total amount of Supplemental Matching Contributions hereunder for a Plan
Year plus Company Matching Contributions under the Profit-Sharing Plan for the Plan Year shall not
exceed 50 percent of six percent of the combination of the Participant’s Compensation under the
Profit-Sharing Plan plus the amount of the Participant’s deferrals under the Lubrizol Deferred
Compensation Plan and the Executive Council Deferred Compensation Plan; provided further, that for
purposes of determining the amount of Supplemental Matching Contributions that may be made
hereunder for a Plan Year, the total amount of the Participant’s Compensation under the
Profit-Sharing Plan for a Plan Year plus the Participant’s deferrals under the Lubrizol Deferred
Compensation Plan and the Executive Council Deferred Compensation Plan for the Plan Year is limited
to the maximum amount of Compensation that may be taken into account under the Profit-Sharing Plan
for the Plan Year; provided further that Supplemental Matching Contributions will be made hereunder
only if the total of the Participant’s CODA Contributions plus Supplemental Contributions under the
Profit-Sharing Plan has met or exceeded the maximum allowed as CODA Contributions under the
Profit-Sharing Plan for the Plan Year.



     2.4 Allocation of Contributions. Supplemental Company Contributions shall be
allocated among the Separate Accounts of the Participants on whose behalf such contributions are
made.



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     2.5 Administration of Separate Accounts. 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 (decrease) experienced by the Participant selected investment funds of the
Lubrizol Profit-Sharing Plan.



ARTICLE III




DISTRIBUTION




     3.1 Vesting. Each Participant shall become 100 percent vested in the value of his
Separate Accounts under this Plan upon the earliest of the following events: his completing five
years of service, his reaching age 55; his death; his becoming disabled and receiving benefits
pursuant to the Company’s long-term disability plan; or a Change in Control.



     3.2 Distribution. Each Participant who separates from service with the Company and
its related corporations shall receive payment of his Separate Account in the standard form of
payment of a single lump-sum payment payable within 60 days following the later of six months
following the separation from service or the beginning of the calendar year following the calendar
year in which Participant separated from service.



     3.3 Distribution in the Event of Death. In the event of the death of a Participant
after commencement of benefits but prior to distribution in full of his interest under the Plan,
his Beneficiary shall continue to receive distribution of such interest following Participant’s
death in the same form and timing as Participant had been receiving at the time of his death. In
the event of death of a Participant prior to making an election for benefits, such Beneficiary
shall receive distribution of such interest in a lump sum payable within 60 days following
Participant’s death. The Beneficiary under this Section 3.3 shall be the person designated as the
Participant’s beneficiary under the 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. Notwithstanding the forgoing, if the Participant is
entitled to a benefit under The Lubrizol Corporation 2005 Officers’ Supplemental Retirement Plan,
the benefit paid under this Section 3.3 shall be paid at the same time and in the same form of
payment as the benefit under The Lubrizol Corporation 2005 Officer’s Supplemental Retirement Plan.



     3.4 Withholding for Taxes. Any payment made hereunder will be made less any
applicable withholding taxes.



ARTICLE IV




ADMINISTRATION




     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



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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.



     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 information
submitted by the Claimant relating to the claim, without regard to whether such



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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




     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; provided, further that, effective January 1, 2006,
notwithstanding Section 3.1, upon a termination of the Plan each Participant shall be fully vested
in his supplemental pension benefit under this 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.



     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



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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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