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    Page 72005 STOCK INCENTIVE PLAN
           (a)
    
    The date that any one person, or more than one person acting as a group,
acquires ownership of stock of the Company 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 Company.(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 person) ownership of stock of the Company possessing
30% or more of the total voting power of the stock of the Company.(c)
    
    The date a majority of members of the Company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 Companys board of directors before the date of the
appointment or election.




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THE LUBRIZOL CORPORATION
    
    Page 82005 STOCK INCENTIVE PLAN
 (d)
    
    The date that 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) assets from the Company 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 Company immediately before the acquisition or acquisitions.




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THE LUBRIZOL CORPORATION
    
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 THE LUBRIZOL CORPORATION
2005 STOCK INCENTIVE PLAN
OUTSIDE DIRECTOR
RESTRICTED STOCK UNIT AWARD
 
   
       (a)
    
    any applicable state securities law;




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THE LUBRIZOL CORPORATION
    
    Page 122005 STOCK INCENTIVE PLAN
 (b)
    
    any applicable registration or other requirements under the Securities Act of
1933, as amended (the Securities Act), the Securities Exchange Act of 1934, as
amended, or the listing requirements of any stock exchange; or(c)
    
    any similar legal requirement of any governmental authority regulating the
issuance of shares by the Company.
    THE LUBRIZOL CORPORATIONByJ. L. HambrickPresident and CEO




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THE LUBRIZOL CORPORATION
    
    Page 132005 STOCK INCENTIVE PLAN
 THE
LUBRIZOL CORPORATION2005 STOCK INCENTIVE PLAN
NONSTATUTORY STOCK OPTION AWARD AGREEMENT
 
   
 
 4.
    
    (a) Except as provided in Sections 4(b), 4(c), 4(d), 4(e), 4(f), 4(g) and 8 hereof, you
cannot exercise any of the Option Rights until you have remained continuously employed by the
Company and/or any of its subsidiaries for one year after the Grant Date. After one year, you
can exercise the Option Rights up to 50% of the Shares specified above. After two years you
can exercise up to 75% of the Shares and after three years, you can exercise up to 100% of the
Shares.




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 ,




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    Page 172005 STOCK INCENTIVE PLAN
  10.
    
    (a) You may exercise the Option Rights by delivering to the Company at the office of its Vice
President, Human Resources, a signed written notice of your election to exercise the Option
Rights. You must include with the notice payment of the full purchase price of the Shares to
be purchased, except as provided in Section 10(b). You must also pay, within the time period
specified by the Company, the amount, if any, of the tax to be withheld for federal, state or
local tax purposes on account of the exercise of the Option Rights. You may pay the purchase
price and any withholding tax in cash (which may include withholding from your next salary
payment), in Company Common Shares or in any combination of cash and Company Common Shares.
If you use Company Common Shares to pay the purchase price of Shares being purchased: (1) you
may do so either by actually delivering the share certificates or by attesting as to the
ownership of the Common Shares; and (2) you must have owned them at least for six (6) months.




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  THE LUBRIZOL CORPORATION
    
    
    
    EMPLOYEEByJ. L. HambrickChairman, President and CEO




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2005 STOCK INCENTIVE PLAN
PERFORMANCE SHARE AWARD




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THE LUBRIZOL CORPORATION
    
    Page 212005 STOCK INCENTIVE PLAN
      (a)
    
    any applicable state securities law;(b)
    
    any applicable registration or other requirements under the Securities Act of
1933, as amended (the Securities Act), the Securities Exchange Act of 1934, as
amended, or the listing requirements of any stock exchange on which the Companys
Shares are listed; or(c)
    
    any similar legal requirement of any governmental authority regulating the
issuance of shares by the Company.
  8.
    
    (a) When the Common Shares are distributable to you pursuant to Section 1, above, you may be
subject to income and other taxes on the value of the Shares on the date of distribution. The
Company will withhold a sufficient number of Shares that will provide for the federal, state
and/or local income tax at the rates then applicable for supplemental wages, unless otherwise
requested by you, but in no event less than the statutory minimums for tax withholding.




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THE LUBRIZOL CORPORATION
    
    Page 222005 STOCK INCENTIVE PLAN
       THE LUBRIZOL CORPORATIONByJames L. HambrickChairman, President and CEO