THE LUBRIZOL CORPORATION
PERFORMANCE PAY PLAN
(Formerly Variable Award Plan)
The Lubrizol Corporation (hereinafter referred to as the "Corporation") hereby amends, effective as of January 1,
1997, The Lubrizol Corporation Performance Pay Plan (formerly The Lubrizol Corporation Variable Award
Plan) (hereinafter referred to as the "Plan") in order to provide an award for employees which reflects the pursuit
of superior performance, increased customer satisfaction and enhancement of shareholder value. Awards for
participating employees under the Plan shall depend upon corporate performance measures as determined by the
Committee for the Plan Year.
Except as otherwise provided, the Plan shall be administered by the Organization and Compensation Committee
(hereinafter referred to as the "Committee") of the Board of Directors of the Corporation. The Committee shall
have conclusive authority to construe and interpret the Plan and any agreements entered into under the Plan and
to establish, amend, and rescind rules and regulations for its administration. The Committee shall also have any
additional authority as the Board may from time to time determine to be necessary or desirable.
1.01 DEFINITIONS. The following terms shall have the indicated meanings for purposes of the Plan:
(a) "Board" shall mean the Board of Directors of the Corporation.
(b) "Chief Executive Officer" shall mean the chief executive officer of the Corporation.
(c) "Committee" shall mean the Organization and Compensation Committee of the Board, or other designated
committee of the Board, consisting of persons who are not Employees or Foreign Employees.
(d) "Corporation" shall mean The Lubrizol Corporation, a corporation organized under the laws of the State of
(e) "Director" shall mean a member of the Board.
(f) "Employee" shall mean any person other than an Officer, who is employed for a wage or salary by the
Corporation or a domestic Subs