EX-10.1






Exhibit 10.1




THE LUBRIZOL CORPORATION

EXECUTIVE DEATH BENEFIT PLAN

(As Amended and Restated June 23, 2009)




     The Lubrizol Executive Death Benefit Plan (hereinafter referred to as the “Plan”) shall
provide death benefits to the designated beneficiaries of certain executives of The Lubrizol
Corporation (hereinafter referred to as the “Corporation”) in accordance with the provisions
hereinafter set forth.



     Section 1. Eligibility. Participation in the Plan shall be limited to those
executives of the Corporation who are designated by the Organization and Compensation Committee of
the Board of Directors of the Corporation (hereinafter referred to as the “Committee”) to
participate in the Plan; who complete a physical examination to the satisfaction of the Corporation
as soon as reasonably possible after being so designated; and who waive participation and benefits
in the basic term-life insurance coverage sponsored by the Corporation or any of its affiliates, in
a form satisfactory to the Corporation. Any executive so designated shall be listed in Appendix A
attached hereto and shall hereinafter be referred to as a “Participant”.



     Section 2. Benefits. Effective July 25, 1994, upon the death of a Participant, a
death benefit shall be made to the Participant’s Beneficiary (as defined in Section 5) equal to a
percentage of the Participant’s bi-weekly salary multiplied by 26, plus quarterly pay, including
any such bi-weekly salary or quarterly pay which is deferred under The Lubrizol Corporation
Deferred Compensation Plan for Officers (hereinafter referred to as “Covered Pay”) rounded to the
nearest $1,000.00. Covered Pay for the Participants designated by the Board to participate in the
Plan shall have the meaning as described in Appendix A, attached hereto. The Committee will
periodically review the Plan and may, at its discretion, change the level of Covered Pay for any
Participant. A death benefit shall be calculated in accordance with Paragraph (a) or (b) below,
whichever is applicable.




	 	(a)	 	The amount of the death benefit payable with respect to a Participant, who at
the time of his death, (i) is employed by the Corporation, or (ii) has retired under
the normal retirement provisions of a qualified defined benefit plan maintained by the
Corporation, shall be as follows:





	 	 	 
	Age of Participant 

at Death	 	Death Benefit
	Less than age 70

	 	250% of Covered Pay
	 
	 	 
	At least age 70, but less than age 75

	 	150% of Covered Pay
	 
	 	 
	Age 75 and over

	 	100% of Covered Pay







	 	(b)	 	The amount of the death benefit payable with respect to a Participant who (i)
has retired under the early retirement provisions of a qualified
defined benefit plan maintained by the Corporation, or (ii) has voluntarily




 









 






	 	 	 	terminated his employment with the Corporation but has not obtained competitive
employment with another employer, shall be as follows:





	 	 	 
	Years after	 	 
	Early Retirement or	 	 
	Voluntary Termination	 	Death Benefit
	0 through 5

	 	250% of Covered Pay
	 
	 	 
	6 through 10

	 	150% of Covered Pay
	 
	 	 
	11 or more

	 	100% of Covered Pay






     Section 3. Funding. The obligation of the Corporation to pay benefits provided
hereunder shall be satisfied by the Corporation out of its general funds. In order to provide a
source of payment for its obligations under the Plan, the Corporation will 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
Corporation under the Plan to provide a benefit shall nonetheless constitute the unsecured promise
of the Corporation 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 Corporation.



     Section 4. Payment of Benefits. Payment of any death benefit under the Plan shall be
made to the decreased Participant’s beneficiary in a single lump sum within 60 days after the
Participant’s death.



     Section 5. Beneficiaries. A Participant may designate any person or person as a
beneficiary (hereinafter referred to as a “Beneficiary”) to receive payment of the death benefit
provided under the Plan. Such designation shall be made in writing in the form prescribed by the
plan administrator and shall become effective only when filed by the Participant with the
Corporation. A Participant may change or revoke his Beneficiary designation at any time by
completing and filing with the Corporation a new Beneficiary designation. If at the time of the
Participant’s death there is no Beneficiary designation on file with the Corporation, or the
Beneficiary does not survive to the date of distribution, the death benefit provided hereunder
shall be paid to the Participant’s estate.



     Section 6. Plan Administrator. The Corporation shall be the administrator of the
Plan. The plan administrator shall perform all ministerial functions with respect to the Plan.
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. 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.



     Section 7. Reduction or Termination of Benefits. The Committee reserves the right to
reduce or eliminate the benefit of any Participant who is dismissed for cause, or who voluntarily
terminates employment to obtain competitive employment.



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     For Plan purposes, “Cause” means (i) willful violation of a Corporation policy, or (ii)
willful misconduct or gross negligence in the performance of duties, as determined by the
Corporation in good faith consistently, if applicable, with its existing personnel practices.



     For Plan purposes, “Competitive employment” shall include employment with any employer (firm,
business, or individual) engaged in selling or furnishing any product similar to that available
from the Corporation at the time of termination of employment with the Corporation.



     Section 8. Employment. This Plan shall not constitute a contract of employment.



     Section 9. 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 in full force and effect.



     Section 10. Governing Law. The provisions of the Plan shall be construed and
enforced in accordance with the laws of the State of Ohio.



     Section 11. Effective Date. The Plan is effective as of June 1, 1990.



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THE LUBRIZOL CORPORATION

EXECUTIVE DEATH BENEFIT PLAN




APPENDIX A




June 23, 2009




	 	 	 	 	 
	 	 	PARTICIPANT	 	COVERED PAY
	1.

	 	W. G. Bares
	 	February 26, 2001 Covered Pay
	2.

	 	J. L. Hambrick
	 	June 23, 2009 Covered Pay
	3.

	 	G. R. Hill
	 	February 26, 2001 Covered Pay
	4.

	 	J. E. Hodge
	 	February 26, 2001 Covered Pay
	5.

	 	R. A. Andreas
	 	January 1, 1996 Covered Pay
	6.

	 	R. Y. K. Hsu
	 	January 1, 1993 Covered Pay
	7.

	 	W. D. Manning
	 	January 1, 1993 Covered Pay
	8.

	 	R. J. Senz
	 	January 1, 1993 Covered Pay
	9.

	 	P. L. Krug
	 	June 1, 1990 Covered Pay
	10.

	 	J. A. Studebaker
	 	June 1, 1990 Covered Pay
	11.

	 	D. W. Bogus
	 	January 1, 2008 Covered Pay
	12.

	 	C. P. Cooley
	 	June 23, 2009 Covered Pay
	13.

	 	S. F. Kirk
	 	June 23, 2009 Covered Pay






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