Exhibit 10.29



 






Exhibit 10.29





	TO:  	 	_________

Wickliffe





RE:  Long Term Incentive Pay Plan




	 	 	 
	Dear _________:

	 	January 1, 2004






     The Organization and Compensation Committee (“Committee”) of the Board of Directors of The
Lubrizol Corporation (the “Company”) has, under The Lubrizol Corporation Executive Officer Long
Term Incentive Pay Plan, granted you a target award (the “Award”). This letter explains the terms
and conditions of the Award.


1. You will be eligible to receive $___in accordance with the three-year operating earnings
per share performance target chart as shown in Exhibit A attached to this letter. Operating
earnings is defined as total earnings excluding special items other than gains from patent
litigation.



2. You will also be eligible to receive cash in an amount equal to ___share units granted
under the Award times the closing price of Lubrizol stock on the date the payment of the Award is
approved by the Committee. This portion of the Award will be paid in cash or, if an applicable
shareholder approved stock plan is available, and in the Committee’s sole discretion, in Lubrizol
shares.



3. If there is a Change of Control, as defined under the Plan, prior to the receipt of cash and/or
shares under the Award, you will receive a pro-rata amount of the Award upon the Change of Control.
The pro-rata amount will be determined as shown on Exhibit B attached to this letter.



4. If you retire, separate from service or die prior to the receipt of the cash and/or shares under
the Award, you or your beneficiary will receive a pro-rata amount of the Award upon the end of the
three-year cycle based on the number of full months which have elapsed since the date of this
letter at the time or your separation from service or death.




     You may at any time specify in writing a beneficiary to receive the cash if you die before the
receipt of the cash and/or shares under the Award. If the Company does not have a beneficiary
election on file at the time of your death, the cash and/or shares under the Award will be paid to
your spouse, or if your spouse is not living at the time of issuance, your children who are living,
or if you have no living children at the time of issuance, your estate.


5. The Award is not transferable by you during your life.



6. Prior to the issuance of the cash and/or shares under this Award you will have no rights to any
amounts with respect to the Award, nor will you have any rights as a shareholder of the Company.
No dividends or other amounts will be allocated or paid to you with respect to the Award.




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7. If there is a stock split, reverse stock split or stock dividend, the number of share units
specified in Section 2, above will be increased or decreased in direct proportion to the increase
or decrease in the number of outstanding Lubrizol shares by reason of the stock split or stock
dividend.



8. When the cash and/or shares are distributable to you under the Award, you may be subject to
income and other taxes on the date of distribution. The Company will withhold a sufficient amount
from your Award to cover your income tax withholding obligation.



9. Prior to the distribution of cash and/or shares under the Award, the Committee has the right in
its sole discretion to increase or decrease the amount of this Award.



10. The Committee has conclusive authority, subject to the express provisions of the Plan, as in
effect from time to time, and this Award, to interpret this Award and the Plan, and to establish,
amend and rescind rules and regulations for the administration of the Plan. The Committee may
correct any defect or supply any omission or reconcile any inconsistency in this Award in the
manner and to the extent it deems expedient to carry the Plan into effect, and it is the sole and
final judge of such expediency. The Board of Directors of the Company may from time to time grant
to the Committee such further powers and authority as the Board determines to be necessary or
desirable.



11. Notwithstanding any other provision of this Award, your Award will be subject to all of the
provisions of the Plan in force from time to time.




	 	 	 	 	 	 
	 	 	THE LUBRIZOL CORPORATION
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	 
	 

	 	 	 	W. G. Bares

Chief Executive Officer






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Three-Year (2004-2006) EPS Performance Target Chart




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Three-year	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Compound	 	 	 	 	 	 	 	 	 	 	Restricted	 	 	Restricted	 	 	Total	 
	 	 	Growth Rate	 	 	Payout	 	 	Cash Award	 	 	Shares	 	 	Share Value	 	 	Payout	 
	Cliff
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Target
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	200%
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	300%
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






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EXHIBIT B




Determination of Pro-Rata Amount Upon a Change of Control Under Section 3




     Pursuant to the terms of Section 3, the pro-rata amount of the Award upon a Change of Control
will be determined as follows:


1. No payout if 12 months has not elapsed since the date of this letter.



2. If more than 12 months has elapsed since the date of this letter:





	 	(a)	 	Determine the growth rate in operating EPS for each full year that has elapsed in the
3-year period as of the date of the Change of Control,
	 
	 	(b)	 	The 3-year cumulative operating EPS growth will be imputed as either the 1-year EPS
growth (if the Change of Controls occurs during the second year) or the 2-year cumulative
operating EPS growth (if the Change of Control occurs during the third year).
	 
	 	(c)	 	Payout is then pro-rated based on number of full months that have elapsed since the
date of this letter.






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