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Exhibit 10.5
Supplemental Retirement
Plan
for Donald W.
Bogus
(As Amended and Restated January 1,
2009)
In addition to the benefits accrued
under The Lubrizol Corporation Pension Plan and Employees’
Profit Sharing and Savings Plan, and any accrued benefits under the
associated excess plans, Lubrizol will also establish a
supplemental retirement plan on behalf of Donald W. Bogus with the
following terms and conditions:
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1)
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On
Mr. Bogus’ first day of employment, and on each
anniversary of that date thereafter, 500 phantom shares of Lubrizol
stock will be credited to a supplemental retirement account on
Mr. Bogus’ behalf. In addition, 500 phantom shares of
Lubrizol stock will be credited to the supplemental retirement
account on Mr. Bogus’ behalf on January 2, 2009,
provided Mr. Bogus signs a General Release provided
Lubrizol.
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2)
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If
Mr. Bogus works until age 65, over the 12 year period a total
of 6,000 phantom shares would be credited to the
account.
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3)
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Dividends on
accumulated phantom shares will be posted throughout the year and
will be used as the basis for purchasing additional phantom shares
under the plan.
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4)
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In the event of
a change in control, as defined in the Executive Employment
Agreement, or at the time of Mr. Bogus’ death, Lubrizol
would fully credit the account with the remaining balance of the
6,000 phantom shares.
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