THE LUBRIZOL CORPORATION
FOR OUTSIDE DIRECTORS
(Amended as of December 15, 2003)
1. PURPOSE. The Lubrizol Corporation (the
Company) hereby establishes its Deferred Stock Compensation Plan for Outside Directors (the Plan) in order to promote the interests of the Company and its shareholders by having a portion of the total compensation payable to
its outside directors be deferred and paid in the form of common shares of the Company, thereby increasing each Directors beneficial ownership of Company common shares as well as each Directors proprietary interest in the Company.
2. EFFECTIVE DATE. The effective date of the plan is October 1, 1991.
3. COMMON SHARE UNITS. In addition to the cash compensation otherwise payable to each outside director of the Company, the Company shall establish and maintain a Deferred Stock Account for and in the name
of each outside director. Subject to the provisions of Section 10, on the first day of October in each calendar year, the Company shall credit 500 common share units (Units) to the Deferred Stock Account of each person who is an
outside director of the Company on said date.
4. DIVIDEND EQUIVALENTS. As of each dividend payment date declared with respect to the
Companys common shares, the Company shall credit the Deferred Stock Account of each director with an additional number of Units equal to:
(a) the product of (i) the dividend per common share of the Company which is payable with respect to such dividend payment date, multiplied by (ii) the number of Units credited to the directors Deferred Stock Account as of
such dividend payment date;
(b) the closing price of a common share of the Company on the dividend payment date (or if such stock was not traded on that date, on the next preceding date on which such common shares were traded), as reported by the New York Stock
Exchange - Composite Transactions Reporting System.
(a) Each director, or, in the event of death, his/her beneficiary, shall be entitled to receive one common shares of the Company (a Share or Shares) for each Unit credited to
his/her Deferred Stock Account, payable at such time or times as hereinafter provided.
(b) Unless otherwise elected by the director in
accordance with the provisions of Section 5(c), the Shares shall be distributed to the director or beneficiary, as the case may be, on the first day of the month following the date on which the director ceases to be a director for any reason.
(c) At any time prior to the first time that the Company credits Units to the directors Deferred Stock
Account, the director may irrevocably elect to have all Shares to which the director will be entitled under this Plan distributed to him/her (or in the event of his/her death, the directors designated beneficiary) in ten or fewer annual
installments commencing on the first day of the month following the date on which such director ceases to be a director of the Company for any reason. The number of Shares to be distributed with each installment shall be equal to the nearer whole
number obtained by dividing the number of Units then credited to the directors Deferred Stock Account by the number of unpaid installments.
(d) Units with respect to which no distribution of Shares has yet occurred shall continue to be held in the directors Deferred Stock Account and credited with dividend equivalents in accordance with Section 4.
6. BENEFICIARY DESIGNATION
(a) Each director may,
from time to time, by writing filed with the Company, designate any legal or natural person or persons (who may be designated contingently or successively) to whom Shares attributable to the directors Units are to be distributed if the
director dies prior to having received all such Shares to which he/she is entitled under Section 5. A beneficiary designation will be effective only if the signed form is filed with the Company while the director is alive and will cancel all
beneficiary designation forms filed earlier.
(b) To the extent that a director fails to designate a beneficiary or beneficiaries as provided
in this Section 6, or if all designated beneficiaries die before the director or before the distribution of all Shares attributable to the directors Units, all remaining Shares attributable to such Units shall be distributed to the estate
of the director as soon as practicable after such death.
7. ACCELERATION OF DISTRIBUTIONS. The Company may accelerate the distribution of
Shares with respect to Units credited to the Deferred Stock Account of any director for reasons of severe financial hardship. For purposes of this Plan, severe financial hardship shall be deemed to exist in the event the Company determines that a
director needs a distribution to meet immediate and heavy financial needs resulting from a sudden or unexpected illness or accident of the director or a member of his/her family, loss of the directors property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the director. A distribution based on financial hardship shall not exceed the amount required to meet the immediate financial need created by the
8. TRANSFERABILITY. The interests of any director or beneficiary under the Plan are not subject to the claims of the
directors creditors and may not otherwise be voluntarily or involuntarily assigned, alienated or encumbered.
9. INTEREST OF DIRECTOR. The Company shall be under no obligation to segregate or reserve any funds or other
assets for purposes relating to the Plan and, except as set forth in this Plan, no director shall have any rights whatsoever in or with respect to any funds or other assets held by the Company for purposes of the Plan or otherwise. Each
directors Deferred Stock Account maintained for purposes of the Plan merely constitutes a bookkeeping entry on records of the Company, constitutes the unsecured promise and obligation of the Company to make payments as provided herein, and
shall not constitute any allocation whatsoever of any cash or other assets of the Company or be deemed to create any trust or special deposit with respect to any of the Companys assets. Notwithstanding the foregoing provisions, nothing in this
Plan shall preclude the Company from setting aside Shares or funds in trust pursuant to one or more trust agreements between a trustee and the Company. However, no director shall have any secured interest or claim in any assets or property of the
Company or any such trust and all Shares or funds contained in such trust shall remain subject to the claims of the Companys general creditors.
10. CHANGES IN SHARES. In the event of any change in the number of outstanding Shares by reason of any stock dividend, stock split up, recapitalization, merger, consolidation, exchange of shares or other similar corporate change, the number
of Units to be credited in accordance with Section 3, the number of Units held in the directors Deferred Stock Account and the Shares to be distributed in accordance with this Plan shall be appropriately adjusted to take into account any
11. SUCCESSORS. This Plan shall be binding upon any assignee or successor in interest to the Company whether by merger,
consolidation or sale of all or substantially all of the Companys assets.
12. AMENDMENT AND TERMINATION. The Board of Directors of the
Company may, from time to time, amend or terminate the Plan; provided, however, that no such amendment or termination shall adversely affect the rights of any director or beneficiary without his/her consent with respect to Units credited prior to
such amendment or termination. Effective December 15, 2003, no further grants will be made under the Plan. Deferred Stock Accounts will continue to be credited with dividend equivalents in accordance with Section 4 until all Deferred Stock
Accounts have been fully distributed in accordance with the terms of the Plan.