EX-10.18






Exhibit 10.18




THE LUBRIZOL CORPORATION

2005 OFFICERS’ SUPPLEMENTAL

RETIREMENT PLAN

(As Amended and Restated as of 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 Officers’ Supplemental Retirement
Plan (the “Plan”) for the purpose of providing deferred compensation benefits to a select group of
management or highly compensated employees.



     Section 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 a person who is designated
by a Participant to receive benefits payable upon his death pursuant to the provisions of
Section 6.




     (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) Credited Service. The term “Credited Service” shall mean a Participant’s
years of service with the Company equal to the number of full and fractional years of
service (to the nearest twelfth of a year) beginning on the date the Participant first
performed an hour of service for the Company and ending on the date he is no longer employed
by the Company.




     (e) Final Average Pay. The term “Final Average Pay” shall mean the aggregated
amount of Basic Compensation (as that term is defined in the Lubrizol Pension Plan modified
to add cash (but not shares), if any, which the Participant has elected to defer under The
Lubrizol Corporation 2005 Deferred Compensation Plan for Officers or under The Lubrizol
Corporation 2005 Executive Council Deferred Compensation Plan or, effective January 1, 2006,
under The Lubrizol Corporation Senior Management Deferred Compensation Plan, received by the
Participant during the three consecutive calendar years during which such Participant
received the greatest aggregate amount of Basic Compensation, as defined above, within the
most recent ten years of employment, divided by 36.




     (f) Lubrizol Pension Plan. The term “Lubrizol Pension Plan” shall mean The
Lubrizol Corporation Pension Plan as the same shall be in effect on the date of a
Participant’s retirement, death, or other termination of employment.




     (g) Normal Retirement Date. The term “Normal Retirement Date” shall mean the
first day of the month following the date on which a Participant attains age sixty-five
(65).




     (h) Participant. The term “Participant” shall mean the Chief Executive
Officer, the Chief Operating Officer and any other officer of the Company who is designated
by the













 






Board of Directors of the Company and the Chief Executive Officer to participate in the
Plan, and who has not waived participation in the Plan.




     (i) Plan. The term “Plan” shall mean a deferred compensation plan set forth
herein, together with all amendments hereto, which Plan shall be called “The Lubrizol
Corporation 2005 Officers’ Supplemental Retirement Plan.”




     (j) 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.




     (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.



     Section 2. Vesting. Each Participant shall become 100 percent vested in his
supplemental pension benefit 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.



     Section 3. Normal Retirement Benefit. Each Participant who separates from service
with the Company on or after his Normal Retirement Date shall receive, subject to the provisions of
Sections 6 and 7, a monthly supplemental retirement benefit which shall be equal to two percent
(2%) of his Final Average Pay multiplied by his Credited Service (up to 30 years) offset by the
following amounts:




     (a) Benefits payable to the Participant under the Lubrizol Pension Plan;




     (b) Benefits payable to the Participant under The Lubrizol Corporation Employees’
Profit Sharing and Savings Plan, excluding benefits attributable to Matching Contributions,
CODA Contributions, Supplemental Contributions, Rollover Contributions, Transferred
Contributions or Other Company Contributions, as defined thereunder;



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     (c) Benefits payable to the Participant under The Lubrizol Corporation 2005 Excess
Defined Contribution Plan;




     (e) Benefits payable to the Participant under The Lubrizol Corporation 2005 Excess
Defined Benefit Plan;




     (f) The Participant’s Social Security benefits;




     (g) Any other employer-provided benefits not specifically excluded herein which are
payable to the Participant pursuant to any qualified or nonqualified retirement plan
maintained by the Company.



     Such offsets shall be determined using the actuarial factors provided in the Lubrizol Pension
Plan.



     Section 4. Early Retirement Eligibility and Determination of Benefit. Each
Participant who separates from service with the Company at or after age 55, but prior to his Normal
Retirement Date, shall receive a percentage of his vested supplemental retirement benefit
determined under Section 3, in accordance with the early retirement schedule provided in the
Lubrizol Pension Plan at the time and in the form specified under Section 6.



     Section 5. Payment to Participant.




     (a) Each Participant who separates from service with the Company and its related
corporations shall receive payment of his supplemental pension benefit 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.




     (b) Payments hereunder shall be less any applicable withholding taxes. The form of
payment described 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 separation from service.



     Section 6. 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 was 100 percent vested in his
accrued supplemental retirement benefit, had terminated employment on the day before his death and
had elected to receive his benefit hereunder in the form of a 50 percent joint and survivor
annuity. In making the determinations and reductions required in this Section 6, 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 6, if such spouse had been
married to the deceased Participant for at least one year as of the date of the Participant’s
death. Benefits hereunder shall commence within 60 days after the death of the Participant and
shall be paid monthly in substantially equal payments for the life of the surviving spouse.



     Section 7. Actuarial Factors. All actuarial assumptions and factors used in this
Plan shall be the same as those used in the Lubrizol Pension Plan.



     Section 8. Funding. The obligation of the Company to pay benefits provided hereunder
shall be unfunded and unsecured and such benefits shall be paid by the Company out of its general



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funds. In order to provide a source of payment for its obligations under the Plan, the Company may
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 Company under the Plan to provide a Participant with a benefit shall nonetheless
constitute 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.




     Section 9. Plan Administrator. The Company shall be the plan administrator of the
Plan. The plan administrator shall perform all ministerial functions with respect to the Plan.
Further, 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.
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.



     Section 10. Not a Contract of Continuing Employment. Nothing herein contained shall
be construed as a commitment or agreement on the part of the Participant to continue his employment
with the Company, and nothing herein contained shall be construed as a commitment or agreement on
the part of the Company to continue the employment or the annual rate of compensation of the
Participant for any period, and the Participant shall remain subject to discharge to the same
extent as if this Plan had never been put into effect.



     Section 11. Right of 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.



     Section 12. Termination and Distribution of Accrued Benefits. The Plan may be
terminated at any time by the Company, and in that event the amount of the accrued benefits as of
the date of such termination shall remain an obligation of the Company and shall be payable as if
the Plan had not been terminated.



     Section 13. Construction. Where necessary or appropriate to the meaning hereof, the
singular shall be deemed to include the plural, the plural to include the singular, the masculine
to include the feminine, and the feminine to include the masculine.



     Section 14. 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 15. Governing Law. Except as otherwise provided, the provisions of the Plan
shall be construed and enforced in accordance with the laws of the State of Ohio.




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