THE LUBRIZOL CORPORATION 1991 STOCK INCENTIVE PLAN
(As Amended March 27, 2000)
SECTION 1. PURPOSE.
The purposes of The Lubrizol Corporation 1991 Stock Incentive Plan are to encourage selected employees of
The Lubrizol Corporation and its Subsidiaries and directors of the Company to acquire a proprietary and vested
interest in the growth and performance of the Company, to generate an increased incentive to contribute to the
Company's future success and prosperity, thus enhancing the value of the Company for the benefit of
shareholders, and to enhance the ability of the Company and its Subsidiaries to attract and retain individuals of
exceptional talent upon whom, in large measure, the sustained progress, growth and profitability of the Company
SECTION 2. DEFINITIONS.
As used in the Plan, the following terms shall have the meanings set forth below:
(a) "Award" means any Option, Stock Appreciation Right, Restricted Stock Award, or Stock Award granted
pursuant to the provisions of the Plan.
(b) "Award Agreement" means a written document evidencing any Award granted hereunder, signed by the
Company and delivered to the Participant or Outside Director, as the case may be.
(c) "Board" means the Board of Directors of the Company.
(d) "Code" means the Internal Revenue Code of 1986, as amended from time to time.
(e) "Committee" means a committee of not less than three (3) Outside Directors of the Board, each of whom shall
be a "disinterested person" within the meaning of Rule 16b-3(d)(3) promulgated by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any successor
rule or statute.
(f) "Company" means The Lubrizol Corporation.
(g) "Employee" means any employee of the Company or of any Subsidiary.
(h) "Fair Market Value" means the average of the high and low price of a Share on the New York Stock
Exchange on the Grant Date (in the case of a Grant), or any other relevant date.
(i) "Grant Date