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INTRODUCTION
   DEFINITIONS
 Definitions
 (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 International Employees.(d)
    
    Corporation shall mean The Lubrizol Corporation, a corporation organized
under the laws of the State of Ohio.(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 Subsidiary.(g)
    
    International Employee shall mean any person who is employed for a wage or salary by an
international Subsidiary of the Corporation.(h)
    
    International Participant shall mean any International Employee who has been
selected by the Committee pursuant to Article VI of the Plan, and who has not for any
reason becomes ineligible to participate in the Plan.
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(i)
    
    Individual Award shall mean the amount paid (or to be paid) to a Participant
or International Participant, as the case may be, by the Corporation pursuant to the
Plan.(j)
    
    Individual Target Award shall have the definition, and shall be determined,
as set forth in Section 3.02 herein.(k)
    
    Officer shall mean an employee of the Corporation or a Subsidiary who is a
member of the Executive Council of the Corporation.(l)
    
    Participant shall mean all Officers, and any Employee who has been selected
by the Committee pursuant to Article II herein to participate in the Plan, and have not
for any reason become ineligible to participate in the Plan.(m)
    
    Pay shall be determined at the time of calculating the Individual Performance
Shares and shall be the Participants base pay.(n)
    
    Plan shall mean The Lubrizol Corporation Annual Incentive Pay Plan, effective
January 1, 2008.(o)
    
    Plan Year shall mean each twelve-month period commencing January 1 and ending
December 31.(p)
    
    Subsidiary shall mean any corporation, international or domestic, that is
wholly or partially (but not less than 50%) owned directly or indirectly by the
Corporation.
 Construction
 ELIGIBILITY AND PARTICIPATION
 Eligibility
 Participation
 INDIVIDUAL AWARDS
 In General
 Calculation of Individual Award
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(a)
    
    The Participants Individual Target Award is determined by multiplying the
Participants Pay by a designated target percentage, which shall take into account the
Participants position in the Corporation. Such designated target, percentage, as well
as maximum and threshold percentages, shall be determined by the Committee.(b)
    
    At the beginning of each Plan Year, the Committee approves annual performance
scorecards at the corporate and segment level and specifies the scorecard(s) that apply
to a Participant. The Chief Executive Office approves annual performance scorecards
below the segment level.(c)
    
    After the end of the Plan Year, the Board approves the Individual Awards based
on actual performance for the Plan Year under the annual performance scorecard(s) that
apply to the Participant.
  Time and Method of Payment of Individual Awards
 Conditions
 AWARDS FOR INTERNATIONAL EMPLOYEES
 Participation
 Individual Awards
 Payment of Awards
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CHANGE OF CONTROL
 Effect of Change in Control
  (a)
    
    The date that any one person, or more than one person acting as a group,
acquires ownership of stock of the corporation that, together with the stock held by
such person or group, constitutes more than 50 percent of the total fair market value
or total voting power of the stock of the Corporation.(b)
    
    The date any person, or more than one person acting as a group, acquires (or
has acquired during the 12-month period ending on the date of the most recent
acquisition by such person or persons) ownership of stock of the Corporation
possessing 30% or more of the total voting power of the stock of the Corporation.(c)
    
    The date a majority of members of the Corporations Board of Directors is
replaced during any 12-month period by Directors whose appointment or election is not
endorsed by a majority of the members of the Corporations Board of Directors before
the date of the appointment or election.(d)
    
    The date that any one person, or more than one person acting as a group,
acquires (or has acquired during the 12-month period ending on the date of the most
recent acquisition by such person or persons) assets from the Corporation that have a
total gross fair market value equal to or more than 40% of the total gross fair market
value of all of the assets of the Corporation immediately before the acquisition or
acquisitions.
  ADMINISTRATION
 Plan Administrator
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Duties of Plan Administrator
 (a)
    
    The Committee shall administer the Plan in accordance with its terms and shall
have all powers necessary to carry out the provisions of the Plan including, but not
limited to, the following:
 (1)
    
    Determination of Employees and International Employees who are
eligible for Plan participation; and
 (2)
    
    Determination of the Individual Awards to be paid to
Participants for each Plan Year.
 (b)
    
    The Committee shall interpret the Plan and shall resolve all questions arising
in the administration, interpretation, and application of the Plan. Any such
determination of the Committee shall be conclusive and binding on all persons.(c)
    
    The Committee shall establish such procedures and keep such records or other
data as the Committee in its discretion determines necessary or proper for the
administration of the Plan.(d)
    
    The Committee may delegate administrative responsibilities to such person or
persons as the Committee deems necessary or desirable in connection with the
administration of the Plan.
 MISCELLANEOUS
 Unfunded Plan
 Non-Alienation
 No Employment Rights
 Amendment of the Plan
 Duration and Termination of the Plan
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