2005 Excess Defined Benefit Plan, as amended



 Exhibit 10.4 
 THE LUBRIZOL CORPORATION 
 2005 EXCESS DEFINED BENEFIT PLAN 
 (As Amended and Restated January 1, 2008) 
 The Lubrizol Corporation hereby establishes, effective January 1, 2005, and amended and restated as of January 1, 2008, The Lubrizol Corporation 2005 Excess Defined Benefit Plan (the “Plan”) for the purposes of providing
supplemental benefits to certain employees, as permitted by Section 3(36) of the Employee Retirement Income Security Act of l974 and providing deferred compensation benefits to a select group of management and highly compensated employees.

 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 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. 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 Lubrizol Pension Plan are limited by the application of Section 401(a)(17) of the Internal Revenue Code of 1986, as amended, or, effective January 1, 2005, who participates in The Lubrizol Corporation Senior Management
Deferred Compensation Plan. 
 (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 2005 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. 
  

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 ARTICLE II 
 SUPPLEMENTAL PENSION BENEFIT 
 2.1 Eligibility. A Participant who separates from service 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 participated in The Lubrizol Corporation 2005 Deferred Compensation
Plan for Officers, 
 (c) who participated in The Lubrizol Corporation 2005 Executive Council Deferred Compensation Plan, or

 (d) effective January 1, 2006, who participated in The Lubrizol Corporation Senior Management Deferred Compensation
Plan 
 shall be eligible for a supplemental pension benefit determined in accordance with the provisions of Section 2.2. 
 2.2 Amount. Subject to the provisions of Article III, the monthly supplemental pension benefit payable to an eligible Participant shall be equal
to an amount which shall be determined in the normal form of payment under the Lubrizol Pension Plan, regardless of any election of optional method of payment by the Participant under the Lubrizol Pension Plan or this Plan, and shall be equal to the
sum of (I) plus (II), where (I) is the result, but not less than zero, of (b) minus (a); and (II) is the result, but not less than zero, of (c) minus (b), where: 
  

	 	(a)	equals the monthly pension benefit payable to the Participant under the Lubrizol Pension Plan in the normal form of payment; 

  

	 	(b)	equals the monthly pension benefit which would have been payable under the benefit formula in the Lubrizol Pension Plan as if: 

  

	 	(1)	the limitation of Section 415 of the Code on total benefits that may be accrued under the Lubrizol Pension Plan was not in effect; 

  

	 	(2)	any amount payable under The Lubrizol Corporation 2005 Excess Defined Contribution Plan attributable to participation in The Lubrizol Corporation Employees’ Profit Sharing Plan
and Savings Plan did not and would not increase the compensation or otherwise affect the compensation or any other variable used in the benefit formula under the Lubrizol Pension Plan; 

  

	 	(3)	any participation by the Participant in The Lubrizol Corporation 2005 Deferred Compensation Plan for Officers, The Lubrizol Corporation 2005 Executive Council Deferred Compensation
Plan, or, effective January 1, 2006, in The Lubrizol Corporation Senior Management Deferred Compensation Plan did not decrease the compensation or otherwise affect the compensation or any other variable used in the benefit formula under the
Lubrizol Pension Plan; and 

  

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	 	(4)	all years of service of the Participant with Lubrizol or Noveon are counted; and 

  

	 	(c)	equals the monthly pension benefit which would have been payable under the benefit formula in the Lubrizol Pension Plan as if: 

  

	 	(1)	the limitations of Section 401(a)(17) of the Code on compensation that may be taken into account in determining benefits under the Lubrizol Pension Plan was not in effect;


  

	 	(2)	the limitation of Section 415 of the Code on total benefits that may be accrued under the Lubrizol Pension Plan was not in effect; 

  

	 	(3)	any amount payable under The Lubrizol Corporation 2005 Excess Defined Contribution Plan attributable to participation in The Lubrizol Corporation Employees’ Profit Sharing Plan
and Savings Plan did not and would not increase the compensation or otherwise affect the compensation or any other variable used in the benefit formula under the Lubrizol Pension Plan; 

  

	 	(4)	any participation by the Participant in The Lubrizol Corporation 2005 Deferred Compensation Plan for Officers, The Lubrizol Corporation 2005 Executive Council Deferred Compensation
Plan, or, effective January 1, 2006, in The Lubrizol Corporation Senior Management Deferred Compensation Plan did not decrease the compensation or otherwise affect the compensation or any other variable used in the benefit formula under the
Lubrizol Pension Plan; and 

  

	 	(5)	all years of service of the Participant with Lubrizol are counted, excluding any service before January 1, 2006 for employees who were part of Noveon on December 31, 2005.


 2.3 Vesting. Each Participant shall be vested in his supplemental pension 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. 
 (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 the later of the six- month anniversary following the separation from service or within 30 days following the calendar year in which Participant separated from
service. 
 (b) At least 12 months prior to the distribution date specified in paragraph (a) Participants may instead
elect to receive the actuarial equivalent of the benefit determined under Section 2.2 on the date of separation from service, and payable commencing at least five years after the distribution date specified in paragraph (a) above in
accordance with any one of the following options: 
 (i) Substantially equal monthly payments will be made to the Participant
for his lifetime 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. 
  

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 (ii) A reduced monthly retirement benefit of substantially equal payments payable to such
Participant for his lifetime 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 separation from service and survives such Participant. 
 (iii) A
reduced monthly retirement benefit of substantially equal payments payable to such Participant during his lifetime 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 separation from service and survives such Participant. 
 (v) Effective January 1, 2005, a single lump-sum payment. 
 Monthly payments made after the first payment will be made on the monthly anniversary of the first payment. 
 (c) Notwithstanding the foregoing, if the Participant is entitled to a benefit under The Lubrizol Corporation 2005 Officers’
Supplemental Retirement Plan, the benefit under this Plan shall be paid at the same time and in the same form of payment as the benefit under The Lubrizol Corporation 2005 Officers’ Supplemental Retirement Plan. 
 The forms 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. 
 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. 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. 
  

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 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 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). 
  

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 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 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 2.3, 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 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. 
  

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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 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. 
  

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