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Supplemental
Retirement Plan
for Donald W. Bogus
(As Amended and Restated December 31, 2008)
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.
Mr. Bogus will become vested in the benefits provided
hereunder upon the earliest of the following events: his reaching
age 55; his death; his becoming disabled and receiving a long-term
disability benefit under Lubrizol’s long-term disability
plan; or a Change in Control as defined below in
Section 11.
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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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5)
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In
the event of Mr. Bogus’ death, the account balances will
be paid in a lump sum to his estate within 60 days after his
death.
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