THE LUBRIZOL COMPANY
EXECUTIVE OFFICER LONG TERM INCENTIVE PAY PLAN
The Lubrizol Company ("Company") hereby establishes, effective as of January 1, 2003, The Lubrizol Company
Long Term Incentive Pay Plan ("Plan") in order to provide an award for executive officers, which reflects the
pursuit of superior performance, increased customer satisfaction and enhancement of shareholder value. Awards
for participating officers under the Plan will depend upon corporate operating earnings performance over a three-
year period ("Plan Period), as determined by the Organization and Compensation Committee of the Board of
Directors of the Company ("Committee") for the Plan Period.
Except as otherwise provided, the Plan is administered by the Committee. The Committee has the 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 also has any additional authority
as the Board may determine to be necessary or desirable.
1. Definitions. The following terms shall have the indicated meanings for purposes of the Plan:
(a) "Board" means the Board of Directors of the Company.
(b) "Chief Executive Officer" means the chief executive officer of the Company.
(c) "Committee" means the Organization and Compensation Committee of the Board, or other designated
committee of the Board, consisting of persons who are not employees of the Company.
(d) "Company" means The Lubrizol Company, a Company organized under the laws of the State of Ohio.
(e) "Director" means a member of the Board.
(f) "Individual Award" means the amount paid (or to be paid) to a Participant by the Company pursuant to the
(g) "Individual LTIP Target" means 70% of a percentage of the Participant's Pay that would be paid at the end of
Plan Period if 100% of the Operating Earnings Target were met.
(i) "Officer means an employee of the Company who is a member of the E