Exhibit 10.1

Form of Severance Compensation Agreement

Albemarle Corporation

330 South Fourth Street

Richmond, VA 23219

             , 2006

[Insert Name]

[Insert home address]

Dear                  :

The Board of Directors (the “Board”) of Albemarle Corporation (the “Corporation”) recognizes that the possibility of a Change in Control of the Corporation exists, and the uncertainty and questions which it may raise among management may result in the departure or distraction of management personnel to the detriment of the Corporation.

The Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Corporation’s management, including yourself, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from a possible Change in Control of the Corporation.

In order to induce you to remain in the employ of the Corporation and in consideration of your continued service to the Corporation, the Corporation agrees that you shall receive certain benefits in the event of a Change in Control and certain severance benefits in the event your employment with the Corporation is terminated subsequent to a Change in Control, as set forth in this Severance Compensation Agreement (“Agreement”).

a. “ Change in Control ” means the occurrence of any of the following events:

For purposes of this paragraph 1.a. and other provisions of this Agreement, the following terms shall have the meanings set forth below:

(A) Affiliate and Associate shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended and as in effect on the date of this Agreement (the “Exchange Act”).

(B) Beneficial Owner means that a Person shall be deemed the “Beneficial Owner” and shall be deemed to “beneficially own,” any securities:

(i) that such Person or any of such Person’s Affiliates or Associates owns, directly or indirectly;

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(ii) that such Person or any of such Person’s Affiliates or Associates, directly or indirectly, has the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding (whether or not in writing) or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise; provided, however, that, a Person shall not be deemed to be the “Beneficial Owner” of, or to “beneficially own,” securities tendered pursuant to a tender or exchange offer made by such Person or any such Person’s Affiliates or Associates until such tendered securities are accepted for purchase or exchange;

(iii) that such Person or any of such Person’s Affiliates or Associates, directly or indirectly, has the right to vote, including pursuant to any agreement, arrangement or understanding, whether or not in writing; provided, however, that a Person shall not be deemed the “Beneficial Owner” of, or to “beneficially own,” any security under this subsection as a result of an agreement, arrangement or understanding to vote such security if such agreement, arrangement or understanding: (1) arises solely from a revocable proxy given in response to a public proxy solicitation made pursuant to, and in accordance with the applicable provisions of the General Rules and Regulations under the Exchange Act and (2) is not also then reportable by such Person on Schedule 13D under the Exchange Act (or any comparable or successor report); or

(iv) that are beneficially owned, directly or indirectly, by any other Person (or any Affiliate or Associates thereof) with which such Person (or any of such Person’s Affiliates or Associates) has any agreement, arrangement or understanding (whether or not in writing), for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy as described in ‘the proviso to subsection (iii) of this definition) or disposing of any voting securities of the Corporation provided, however, that notwithstanding any provision of this definition, any Person engaged in business as an underwriter of securities who acquires any securities of the Corporation through such Person’s participation in good faith in a firm commitment underwriting registered under the Securities Act of 1933, shall not be deemed the “Beneficial Owner” of, or to “beneficially own,” such securities until the expiration of forty days after the date of acquisition; and provided, further, that in no case shall an officer or director of the Corporation be deemed (1) the beneficial owner of any securities beneficially owned by another officer or director of the Corporation solely by reason of actions undertaken by such persons in their capacity as officers or directors of the Corporation; or (2) the beneficial owner of securities held of record by the trustee of any employee benefit plan of the Corporation or any Subsidiary of the Corporation for the benefit of any employee of the Corporation or any Subsidiary of the Corporation, other than the officer or director, by reason of any influences that such officer or director may have over the voting of the securities held in the trust.

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(C) Continuing Directors means any member of the Corporation’s Board, while a member of that Board, and (i) who was a member of the Corporation’s Board prior to December 13, 2006, or (ii) whose subsequent nomination for election or election to the Corporation’s Board was recommended or approved by a majority of the Continuing Directors.

(D) Person means any individual, firm, company, partnership or other entity.

(E) Subsidiary means, with references to any Person, any company or other entity of which an amount of voting securities sufficient to elect a majority of the directors or Persons having similar authority of such company or other entity is beneficially owned, directly or indirectly, by such Person, or otherwise controlled by such Person.

b. “ Code ” shall mean the Internal Revenue Code of 1986, as amended.

c. “ Date of Termination ” shall mean:

d. “ Good Reason for Resignation ” shall mean, without your express written consent, any of the following:

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e. “ Incentive Compensation Award ” shall mean payment or payments under Incentive Compensation Plans.

f. “ Incentive Compensation Plans ” shall mean any variable compensation or other incentive compensation plans maintained by the Corporation, in which awards are paid in cash, stock or other property including, but not limited to: (i) the Albemarle Corporation 2003 Incentive Plan, as amended (ii) any variable compensation plan, (iii) or any successor plan thereto.

g. “ Normal Retirement Date ” shall have the meaning set forth in Section 3.01 of the Pension Plan.

h. “ Notice of Termination ” shall mean a written notice as provided in Paragraph 14 hereof.

i. “ Pension Plan ” shall mean the Albemarle Corporation Pension Plan, as it may be amended prior to a Change in Control.

j. “ Pension Program ” shall mean the Pension Plan, the Albemarle Corporation Supplemental Executive Retirement Plan (as amended prior to a Change in Control), plus any other excess or supplemental pension plans maintained by the Corporation.

k. “ Retirement ” shall mean (1) voluntary retirement before your mandatory retirement age, if any, (termination of your employment by you before your mandatory retirement age, if any, with Good Reason for Resignation shall not be deemed a Retirement for purposes of this Agreement) or (2) termination in accordance with any retirement arrangement other than under the Pension Program, which is established with your consent with respect to you or (3) mandatory retirement as set forth under the policy of the Corporation as it existed prior to the Change in Control or as agreed to by you following a Change in Control.

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l. “ Termination for Cause ” shall mean termination of your employment upon your willfully engaging in conduct demonstrably and materially injurious to the Corporation, monetarily or otherwise, provided that there shall have been delivered to you a copy of a resolution duly adopted by the unanimous affirmative vote of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to you and an opportunity for you, together with your counsel, to be heard before the Board), finding that in the good faith opinion of the Board you were guilty of the conduct set forth and specifying the particulars thereof in detail.

For purposes of this Paragraph L, no act, or failure to act, on your part shall be deemed “willful” unless done, or omitted to be done, by you not in good faith and without reasonable belief that your action or omission was in the best interest of the Corporation. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Corporation shall be conclusively presumed to be done or omitted to be done by you in good faith and in the best interests of the Corporation.

m. “ Severance Multiple ” shall mean the lesser of (a) two (2), and (b) the number obtained by multiplying two (2) by a fraction, the numerator of which is the number of days from the Date of Termination to your Normal Retirement Date and the denominator of which is 730 but such number under this clause (m) shall not be less than one (1).

n. “ Total Disability ” shall mean total physical or mental disability rendering you unable to perform the duties of your employment for a continuous period of six (6) months. Any question as to the existence of your Total Disability upon which you and the Corporation cannot agree shall be determined by a qualified physician not employed by the Corporation and selected by you (or, if you are unable to make such selection, it shall be made by any adult member of your immediate family), and approved by the Corporation. The determination of such physician made in writing to the Corporation and to you shall be final and conclusive for all purposes of this Agreement.

2. Compensation Upon Termination or While Disabled . Following a Change in Control, you shall be entitled to the following benefits:

a. Termination Benefits . If your employment by the Corporation shall be terminated subsequent to the Change in Control and during the term of this Agreement (a) by reason of your death after you have received a Notice of Termination, (b) by the Corporation other than for Cause, or (c) by you for Good Reason for Resignation, then you shall be entitled to the benefits provided below, without regard to any contrary provision of any plan:

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In addition, if the Date of Termination is other than the first day of a Variable Compensation Year, the Corporation shall pay you, as such cash Incentive Compensation for the Variable Compensation Year in which the Date of Termination occurs, the greater of your target variable compensation for the year in which the Change in Control occurs and your actual variable compensation for the Variable Compensation Year preceding the year in which the Change in Control occurs, multiplied by a fraction, the numerator of which is the total number of days which have elapsed in the current Variable Compensation Year to the Date of Termination, and the denominator of which is three hundred sixty-five (365). Payments under this clause (ii) shall be made to you not later than five (5) days after the Date of Termination.

If there is more than one Incentive Compensation Program, your accrued Incentive Compensation shall be calculated separately for each Program.

For the purpose of determining the amount of your accrued Incentive Compensation under this Paragraph 2a(ii), you will be deemed to have been paid the full amount of all prior variable and incentive compensation, whether or not such award was includible in your gross income for Federal Income tax purposes.

For the purpose of this Paragraph 2a(ii), “Incentive Compensation Program” means any of the Incentive Compensation Plans defined in Paragraph 1f and any other plan or program for the payment of incentive compensation, variable compensation, bonus, benefits or awards for which you were, or your position was, eligible to participate; “Incentive Compensation” means any compensation, variable compensation, bonus, benefit or award paid or payable under an Incentive Compensation Program; and “Variable Compensation Year” means a calendar or fiscal plan year of an Incentive Compensation Program.

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(a) If you are eligible, you shall participate in the Corporation’s retiree medical benefit plans as if you retired from the Corporation on your Date of Termination, except that the Corporation shall provide such medical coverage at no cost to you for two (2) years following your Date of Termination and thereafter, you shall participate therein on the same terms as other retired employees;

(b) If you are not eligible for the retiree medical plans, you will no longer continue to participate in the Corporation’s medical benefit plans, except for COBRA, and (i) the Corporation shall provide you with a cash payment in an amount equal to the amount required by you to pay for coverage under COBRA for the first eighteen (18) months following your loss of medical coverage, and thereafter, (ii) the Corporation shall, for the subsequent six (6) months, purchase for you, at its cost, a policy of medical insurance providing benefits substantially similar to the benefits you would have received under the Corporation’s medical benefit plans.

(a) the greater of your annual base compensation which was payable to you by the Corporation immediately prior to the Date of Termination and your annual base compensation which was payable to you by the Corporation immediately prior to a Change in Control, whether or not such annual base compensation was includible in your gross income for federal income tax purposes; plus

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(b) the greater of the amount of your actual annual variable compensation payment you received for the year preceding the date on which the Change in Control occurs and your target variable compensation for the year in which the Change in Control occurs, (whether or not such award was includible in your gross income for federal income tax purposes).

The Severance Payment shall be reduced by the amount paid to you under paragraph 7(c) below.

If the payments or benefits to which you will be entitled under this Agreement would cause you to be liable for the federal excise tax levied on certain “excess parachute payments” under Code Section 4999, then the following provisions shall apply.

If such payments or benefits exceed 2.99 times your “Base Amount” ( as defined in Code Section 280G) (the “Parachute Limit”), by the lesser of (A) 10% of the Parachute Limit, and (B) $100,000, then your Severance Payment (but not other payments or benefits under this Agreement) shall be reduced by an amount so that your payments and benefits under this Agreement are 2.99 times the Base Amount.

Whether payments to you are to be reduced, and the extent to which they are to be so reduced, will be determined by the Corporation in good faith and the Corporation will notify you in writing of its determination. Any such notice shall describe in reasonable detail the basis of the Corporation’s determination. If you accept the Corporation’s determination, you shall so advise the Corporation of your determination within thirty (30) days of receipt of notice from the Corporation. If you object to such determination within thirty (30) days of receipt of notice from the Corporation, the Corporation will retain, at its expense, a nationally recognized public accounting firm, employment consulting firm or law firm selected by the Corporation and reasonably acceptable to you to review the matter. Such firm shall meet with you and your representatives and the Corporation and its representatives and thereafter render its written opinion as to the extent, if any, that in such firm’s reasonable judgment the payments and benefits otherwise due to you hereunder must be reduced hereunder. The decision of such firm concerning the extent of any required reduction in such payments and benefits shall be final and binding on both you and the Corporation.

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(a) For purposes of this subparagraph (ix), the following terms shall have the following meanings:

(b) Except as provided in subparagraph (viii) above, in the event it shall be determined that a Payment would be subject to an Excise Tax, then you shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by you of Income Tax and Excise Tax imposed upon the Gross-Up Payment, you retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payment. However, the Corporation shall be obligated to pay you no more than Five Million Dollars ($5,000,000) under this clause (b).

(c) All determinations required to be made under this subsection (ix), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at

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such determination, shall be made by the public accounting or actuarial consulting firm that is retained by the Corporation as of the date immediately prior to the Change in Control (the “Firm”) which shall provide detailed supporting calculations both to the Corporation and to you within fifteen (15) business days of the receipt of notice from you that there has been a Payment, or such earlier time as is requested by the Corporation (collectively, the “Determination”). In the event that the Firm is serving as accountant, auditor or consultant for the individual, entity or group affecting the Change in Control, you may appoint another nationally recognized public Firm to make the determinations required hereunder (which Firm shall then be referred to as the Firm hereunder). All fees and expenses of the Firm shall be borne solely by the Corporation. Any Gross-Up Payment, as determined pursuant to this subsection (viii), shall be paid by the Corporation to you within ten (10) days of your receipt of the Determination. If the Firm determines that no Excise Tax is payable by you, you may request the Firm to furnish you with a written opinion that failure to report the Excise Tax on your applicable federal income tax return would not result in the imposition of a negligence or similar penalty. The Determination by the Firm shall be binding upon the Corporation and you. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not have been made by the Corporation should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Corporation exhausts its remedies pursuant to Section (ix)(d) below and you thereafter are required to make payment of any Excise Tax or Income Tax, the Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Corporation to or for your benefit.

(d) You shall notify the Corporation in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Corporation of the Gross-Up Payment or the Underpayment. Such notification shall be given as soon as practicable but no later than ten (10) business days after you are informed in writing of such claim and shall apprise the Corporation of the nature of such claim and the date on which such claim is requested to be paid. You shall not pay such claim prior to the expiration of the 30-day period following the date on which you give such notice to the Corporation (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Corporation notifies you in writing prior to the expiration of such period that it desires to contest such claim, you shall:

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(e) If, after the receipt by you of an amount advanced by the Corporation pursuant to Section (ix)(d) above, you become entitled to receive, and receive, any refund with respect to such claim, you shall (subject to the Corporation’s complying with the requirements of Section (ix)(d)) promptly pay to the Corporation the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by you of an amount advanced by the Corporation pursuant to Section (ix)(d), a determination is made that you shall not be entitled to any refund with respect to such claims and the Corporation does not notify you in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall be offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid.

b. Payments While Disabled . During any period prior to the Date of Termination and during the term of this Agreement that you are unable to perform your full-time duties with the Corporation, whether as a result of your Total Disability or as a result of a physical or mental disability that is not total or is not permanent and therefore is not a Total Disability, you shall continue to receive your base salary at the rate in effect at the commencement of any such period, together with all other compensation and benefits that are payable or provided under the Corporation’s benefit plans, including its disability plans. After the Date of Termination, your benefits shall be determined in accordance with the Corporation’s Pension Program, insurance and other applicable programs. The compensation and benefits, other than salary, payable or provided pursuant to this Paragraph 2b shall be the greater of (x) the amounts computed under the Pension Program, disability benefit plans, insurance and other applicable programs in effect immediately prior to a Change in Control and (y) the amounts computed under the Pension Program, disability benefit plans, insurance and other applicable programs in effect at the time the compensation and benefits are paid.

c. Payments if Termination for Cause, or by You Except With Good Reason . If your employment shall be terminated by the Corporation for Cause or by you other than with Good Reason for Resignation, the Corporation shall pay you your full base salary and accrued vacation pay then in effect through the Date of Termination, at the rate in effect at the time Notice of

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Termination is given plus any benefits or awards which have been earned or become payable but which have not yet been paid to you. You shall receive any payment due under this subsection c. on your Date of Termination. Thereafter the Corporation shall have no further obligation to you under this Agreement.

d. After Retirement or Death . If your employment shall be terminated by your Retirement, or by reason of your death, your benefits shall be determined in accordance with the Corporation’s Pension Program and insurance programs then in effect except that if your death occurs after the execution of a definitive agreement which results in a Change in Control, then you shall be entitled to the benefits under this Agreement as if the Corporation issued you a Notice of Termination terminating your employment thirty (30) days after a Change in Control.

3. Vesting Upon a Change in Control .

a. Upon a Change in Control, all unvested stock options and restricted stock held by you under the Incentive Compensation Programs shall immediately vest and be non-forfeitable.

b. With respect to any outstanding Performance Units granted to you under the Incentive Compensation Programs which have not then vested and been paid to you, then upon a Change in Control the following provisions shall apply to such Performance Units:

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4. Term of Agreement . This Agreement shall commence on the date hereof and shall continue in effect through December 31, 2007; provided, however, that commencing on January 1, 2008 and each January 1 thereafter, the term of this Agreement shall automatically be extended for one additional year unless, not later than September 30 of the preceding year, the Corporation or you shall have given notice that it or you do not wish to extend this Agreement. Notwithstanding any such notice by the Corporation or you not to extend the Agreement, if a Change in Control shall have occurred prior to such termination of this Agreement, the attempted termination of this Agreement shall be deemed ineffective and this Agreement shall continue in full force and effect. In any event, the term of this Agreement shall expire on the second (2nd) anniversary of the date of the Change in Control. This Agreement shall terminate if your employment is terminated by you or the Corporation prior to a Change in Control.

5. Successors; Binding Agreement .

a. Successors of the Corporation . The Corporation will require any Successor to all or substantially all of the business and/or assets of the Corporation to expressly assume and agree, by an agreement in form and substance satisfactory to you, to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform it if no such succession had taken place. Failure of the Corporation to obtain such assent at least five business days prior to the time a person becomes a Successor (or where the Corporation does not have at least five business days advance notice that a person may become a Successor, within three business days after having notice that such person may become or has become a Successor) shall constitute Good Reason for Resignation by you and, if a Change in Control has occurred or thereafter occurs, shall entitle you immediately to the benefits provided in Paragraph 2a hereof upon delivery by you of a Notice of Termination which the Corporation, by executing this Agreement, hereby assents to. For purposes of this Agreement, “Successor” shall mean any person that purchases all or substantially all of the assets of the Corporation or the Surviving Corporation (and Parent Corporation, if applicable) or obtains or succeeds to, or has the practical ability to control (either immediately or with the passage of time), the Corporation’s business directly, by merger or consolidation, or indirectly, by purchase of voting securities of the Corporation or by acquisition of rights to vote voting securities of the Corporation or otherwise, including but not limited to any person or group that acquires the beneficial ownership or voting rights described in Paragraph 1a(ii).

b. Your Successor . This Agreement shall inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, successors, heirs, distributees, devises and legatees. If you should die following your

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Date of Termination while any amount would still be payable to you hereunder if you had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there is no such designee, to your estate.

6. Confidentiality .

a. You acknowledges that: (i) the business conducted by the Corporation and its subsidiaries (the “Business ”) is intensely competitive and the your position with the Corporation has exposed the you to knowledge of Confidential Information (as defined below); (ii) the direct and indirect disclosure of any such Confidential Information to existing or potential competitors of the Corporation would place the Corporation at a competitive disadvantage and would do damage, monetary or otherwise, to the Corporation’s business; and (iii) the engaging by you in any of the activities prohibited by this Agreement may constitute improper appropriation and/or use of Confidential Information. For purposes of this Agreement, “Confidential Information” shall mean trade secrets, know-how and other proprietary information of the Corporation known to you, and which gives the Corporation a competitive advantage, relating to the Corporation’s business, but shall not include information generally available to or known by the public or information that is or becomes available to you on a non-confidential basis from a source other than the Corporation or its directors, officers or employees (other than by reason of a breach of any obligation of confidentiality).

b. From and after the date of termination of your employment with the Corporation (“Date of Termination”) until the first anniversary thereof (the “Non-Competition Period”), you shall not, directly or indirectly, whether individually, as a director, stockholder, owner, partner, employee, consultant, principal or agent of any business, or in any other capacity, make known, disclose, furnish make available or utilize any of the Confidential Information, other than in the proper performance of the duties contemplated herein, or as required by law or by a court of competent jurisdiction or other administrative or legislative body; provided that if required to disclose any of the Confidential Information by law or by a court or other administrative or legislative body, you shall promptly notify the Corporation so that the Corporation may seek a protective order or other appropriate remedy.

c. You also agree to comply with the Patent and Confidentiality Agreement previously signed by you and delivered to the Corporation, including those provisions which are applicable after your Date of Termination.

7. Non-Compete; Consideration .

a. During the Non-Competition Period , you shall not engage in Competition (as defined below) with the Corporation. For purposes of this Agreement, “Competition ” by you shall mean your engaging in, or otherwise directly or indirectly being employed by or acting as a consultant to, or being a director, officer, employee, principal, agent, stockholder, member, owner, joint venturer or partner of, or permitting the your name to be used in connection with the competitive activities of any other business or organization in competition with the business of the Corporation as the same shall be constituted on the date of the Change in Control; provided that it shall not be a violation of this Agreement for you to: (i) become the registered or beneficial

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owner of less than five percent (5%) of any class of the capital stock of a competing corporation registered under the Securities Exchange Act of 1934, as amended, provided that you do not actively participate in the business of such corporation until the expiration of the Non-Competition Period; (ii) be involved with the activities of any other business or organization which did not compete, directly or indirectly, with the business of the Corporation as the same shall be constituted on the date of the Change in Control; or (iii) be engaged in any business from which the Corporation derives no more than five percent (5%) of its revenues if you were not directly engaged in such business at the Corporation prior to the Date of Termination.

b. Without limiting the generality of the foregoing, during the Non-Competition Period, you agree that you will not, directly or indirectly, for your benefit or for the benefit of any other person, firm or entity, do any of the following:

c. In consideration for your agreement to the provisions of this paragraph 7, the Corporation shall pay you, not later than the fifth (5 ^th ) day following the Date of Termination an amount equal to the sum of the following:

8. Remedies .

a. You acknowledge that your agreement to the matters set forth in paragraphs 6 and 7 is being entered into in connection with the consummation of a transaction involving a Change in Control of the Corporation and that the services rendered by you to the Corporation are of a special and unique character, which gives this agreement a particular value to the Corporation, the loss of which may not be reasonably or adequately compensated for by damages in an action at law; and that a material breach or threatened breach by you of any of the provisions contained in paragraphs 6 or 7 of this Agreement will cause the Corporation

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irreparable injury. You therefore agree that, upon breach by you of paragraph 6 or 7 of this Agreement, the Corporation shall be entitled, in addition to any other right or remedy, to a temporary, preliminary and permanent injunction, without the necessity of proving the inadequacy of monetary damages or the posting of any bond or security, enjoining or restraining you from any such breach or threatened breaches.

b. In addition, in the event of a material breach by you of the provisions of clauses a or b of paragraph 7, the Corporation shall be entitled to obtain from you the amounts paid to you under paragraph 7.

c. You further acknowledge and agree that due to the uniqueness of your services and confidential nature of the information you possess, the covenants set forth herein are reasonable and necessary for the protection of the business and goodwill of the Corporation. It is the intent of the parties hereto that if in the opinion of any court of competent jurisdiction any provision set forth in this Agreement is not reasonable in any respect, such court shall have the right, power and authority to modify any and all such provisions as to such court shall appear not unreasonable and to enforce the remainder of this Agreement as so modified.

9. Notice to Corporation to Cure . In the event that you believe that you have a Good Reason for Resignation, you shall notify the Corporation in writing of such fact and the reasons therefor. The Corporation, may, within fifteen (15) days after your notice, elect to take such steps that would be necessary so that you would no longer have a Good Reason for Resignation.

10. Relationship to Other Agreements . To the extent that any provision of any other agreement between the Corporation and you shall limit, qualify or be inconsistent with any provision of this Agreement, then for purposes of this Agreement, while the same shall remain in force, the provision of this Agreement shall control and such provision of such other agreement shall be deemed to have been superseded, and to be of no force or effect, as if such other agreement had been formally amended to the extent necessary to accomplish such purpose.

11. Nature of Payments. All payments to you under this Agreement shall be considered either payments in consideration of your continued service to the Corporation or severance payments in consideration of your past service to the Corporation.

12. Validity . The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

13. Counterparts . This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

14. Notice . Any purported termination of your employment by the Corporation or by you following a Change in Control shall be communicated to the other party by a Notice of Termination. A Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated. For the purpose of this Agreement, notices and all other

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communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the first page of this Agreement, provided that all notices to the Corporation shall be directed to the attention of the Board of the Corporation with a copy to the Secretary of the Corporation or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

15. Fees and Expenses . The Corporation shall pay all legal fees and related expenses incurred by you: (i) as a result of your termination following a Change in Control, (ii) in seeking to obtain or enforce any right or benefit provided by this Agreement (including all fees and expenses, if any, incurred in contesting or disputing any such termination or incurred by you in seeking advice in connection therewith), (iii) in making the determinations under Paragraph 2.a(viii), (iv) in seeking advice to determine whether you have a Good Reason for Resignation and providing the notice to the Corporation under paragraph 9, (v) and contesting any claim by the Corporation under paragraph 8.

16. Release . Upon payment to you of the amount under paragraph 2.A.a(i), (ii), (iv) and (vii), you shall execute and deliver to the Corporation the General Release shall contain provisions set forth in Exhibit A to this Agreement and which shall otherwise be in a form reasonably acceptable to you and the Corporation.

17. Survival . The respective obligations of, and benefits afforded to, the Corporation and you as provided in Paragraphs 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 15 and 16 of this Agreement shall survive termination of this Agreement.

18. Miscellaneous . No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by you and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.

19. Governing Law . The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Virginia.

20. Amendment . No amendment to this Agreement shall be effective unless in writing and signed by both you and the Corporation.

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If this letter sets forth our agreement on the subject matter hereof, kindly sign and return to the Corporation the enclosed copy of this letter which will then constitute our agreement on this subject.

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EXHIBIT A

GENERAL RELEASE

1. This General Release is given by              (“Employee”) to Albemarle Corporation (the “Corporation”) and its successors.

2. Employee agrees to and hereby does release and discharge the Corporation, its subsidiaries, affiliates and their successors or assigns, directors, officers, representatives and employees (collectively “Releasees”) from any and all claims, causes of action and demands of any kind, whether known or unknown, which the Employee has or ever has had, which are based on acts or omissions occurring up to and including the date this General Release is fully executed. In this General Release, Employee further releases the Corporation and its subsidiaries and affiliated entities from any and all compensation owed to the Employee, including vacation pay and any attorneys’ fees, damages and costs Employee could recover under any statute or common law theory, except arising under the Severance Compensation Agreement between the Employee and the Corporation and any employee benefit plan of the Corporation. Included within this release, without limiting its scope, are claims arising out of Employee’s employment or the termination of the Employee employment based on Title VII of the Civil Rights Acts of 1964 as amended, the Americans with Disabilities Act of 1990 as amended, the Age Discrimination in Employment Act as amended, the Older Workers Benefit Protection Act as amended, the Fair Labor Standards Act of 1938 as amended by the Equal Pay Act of 1963, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974 as amended, the Civil Rights Act of 1991, [insert any appropriate reference to Virginia law], the U.S. Patriot Act, the Sarbanes-Oxley Act of 2002, and any other federal, state or local civil rights, disability, discrimination, retaliation or labor law, or any theory of contract or tort law.

Exhibit 10.2

SECOND AMENDMENT TO THE

ALBEMARLE CORPORATION

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

In accordance with Section 7.01 of the Albemarle Corporation Supplemental Executive Retirement Plan (the “Plan”), the Plan is hereby amended as follows:

1. A new sentence is added at the end of Section 6.01, to read in its entirety as follows:

“In addition, the Employee Relations Committee has the authority to amend or modify the Plan (i) to the extent such amendment is required by law, (ii) to the extent required to maintain the Plan’s qualified status, (iii) if the amendment constitutes minor administrative changes necessary for the administration of the Plan; or (iv) if such amendment is of general applicability to Participants and does not create an incremental cost in excess of $250,000 per year.”

2. Section  3.01(b)(i) of the Plan is amended to add a new paragraph (C) at the end thereof, to read as follows:

“Notwithstanding the foregoing provisions of this Section 3.01(b), in the event a Participant’s employment is terminated in connection with a Change in Control, the Participant’s Short Service Benefit under this Section 3.01(b) shall be calculated without regard to the offsets set forth in paragraph (B) hereof.”

3. Appendix II to the Plan is amended in its entirety to read as follows:

“a. “ Change in Control ” means the occurrence of any of the following events:

b. For purposes of this Appendix II, the following terms shall have the meanings set forth below:

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4. Paragraph 1 of this Second Amendment shall be effective as of January 1, 2005 and paragraphs 2 and 3 shall be effective as of January 1, 2007.

IN WITNESS WHEREOF, the Corporation by its duly authorized officer and with its seal affixed, has caused these presents to be signed as of this 13 ^th day of December, 2006.

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Exhibit 10.3

FIRST AMENDMENT TO THE

ALBEMARLE CORPORATION

2003 INCENTIVE PLAN

In accordance with Article XV of the Albemarle Corporation 2003 Incentive Plan (the “Plan”), the Plan is hereby amended as follows:

1. Section 1.09 of the Plan is amended in its entirety to read as follows:

“1.09 Control Change Date means the date on which there is an event constituting a Change in Control. If a Change in Control occurs on account of a series of transactions, the Control Change Date is the date of the last of such transactions.”

2. Section 7.05 of the Plan is amended to add the following new sentence at the end thereof:

“All Options and SARs granted under this Plan shall provide that such Options and SARs shall become fully exercisable upon a Control Change Date.”

3. Section 9.04 of the Plan is amended to add the following new sentence at the end thereof:

“All Restricted Stock granted under this Plan shall provide that such Restricted Stock shall become fully transferable and nonforfeitable upon a Control Change Date.”

4. Section 11.03 of the Plan is amended to add the following new sentence at the end thereof:

“All Performance Units granted under this Plan shall provide that to the extent such Units have been earned, they shall become fully transferable and nonforfeitable upon a Control Change Date.”

5. Appendix A to the Plan is amended in its entirety to read as follows:

“a. “ Change in Control ” means the occurrence of any of the following events:

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b. For purposes of this Appendix A, the following terms shall have the meanings set forth below:

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6. This First Amendment shall be effective as of January 1, 2007.

IN WITNESS WHEREOF, the Corporation by its duly authorized officer and with its seal affixed, has caused these presents to be signed as of this 13 ^th day of December, 2006.

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Exhibit 10.4

AMENDMENT TO

NOTICE OF OPTION GRANT

under the

2003 ALBEMARLE CORPORATION INCENTIVE PLAN

This AMENDMENT modifies the NOTICE OF OPTION GRANT made as of the      day of                          ,              , by Albemarle Corporation, a Virginia corporation (the “Company”), to « Name » (“Participant”) (referred to herein as the “Option Grant”).

1. The following new sentence is added to the end of paragraph 3 of the Option Grant:

“Notwithstanding the foregoing, this option shall become exercisable upon a Change in Control (as defined in the Plan). “

2. Except as otherwise provided in this Amendment, all other terms and provisions of the Option Grant shall remain unchanged.

3. The provisions of this Amendment to the Option Grant shall be effective as of January 1, 2007.

IN WITNESS WHEREOF, the Company has caused this Amendment to be signed on its behalf as of this 13 ^th day of December, 2006.

Exhibit 10.5

AMENDMENT TO

NOTICE OF PERFORMANCE UNIT AWARD

under the

2003 ALBEMARLE CORPORATION INCENTIVE PLAN

This AMENDMENT modifies the NOTICE OF PERFORMANCE UNIT AWARD made as of the 16th day of February 2006, by Albemarle Corporation, a Virginia corporation (the “Company”), to « Name » (“Participant”) (referred to herein as the “Award”).

1. A new paragraph 22 is added to the Award to read as follows:

“22. Change in Control . Anything in this Notice of Award to the contrary notwithstanding, upon a Change in Control (as defined in the Plan), the following rules shall apply:

(a) If a Change in Control occurs before the Measurement Period has been completed, a portion of the Participant’s Performance Units shall be deemed earned and will be vested and paid. The number of Performance Units that will be deemed earned and vested in accordance with the prior sentence shall equal the greater of:

(1) the target number of Performance Units granted to the individual; and

(2) a number of Performance Units based on actual performance of the Company against the performance criteria for the Performance Units for that portion of the Measurement Period for the Performance Units elapsed up to the end of the most recently completed calendar quarter prior to the date of the Change in Control and based on target performance during the balance of such Measurement Period in accordance with the following formula:

Number of Units to be vested and paid = (QC/8) x (AP/TP) x Number of Target Units + ((8-QC)/8) x Number of Target Units

Where: QC = the number of completed calendar quarters of the performance period prior to a Change in Control.

AP = actual performance of the Company under the criteria for the Performance Units for the relevant period.

TP = target performance of the Company under the criteria for the Performance Units for the relevant period.

2. Except as otherwise provided in this Amendment, defined terms used in this Amendment shall have the same meanings as set forth in the Notice of Award and Plan, as applicable.

3. Except as otherwise provided in this Amendment, all other terms and provisions of the Award shall remain unchanged.

4. The provisions of this Amendment to the Award shall be effective as of January 1, 2007.

IN WITNESS WHEREOF, the Company has caused this Amendment to be signed on its behalf as of this 13 ^th day of December, 2006.

Exhibit 10.6

ALBEMARLE CORPORATION

SEVERANCE PAY PLAN

Effective as of December 13, 2006

TABLE OF CONTENTS

ALBEMARLE CORPORATION

SEVERANCE PAY PLAN

The purpose of The Albemarle Corporation Severance Pay Plan (“Plan”) is to provide a period of continued income to certain employees who are terminated by certain actions of Albemarle Corporation (the “Corporation”) for no fault of the employee.

Only those employees who are located in the United States, including those on expat assignments outside the United States, and are grade 18 or above are eligible for inclusion under this Plan. The Chief Executive Officer of Albemarle shall nominate employees for inclusion under this Plan and the Executive Compensation Committee of the Board of Directors of Albemarle shall have the authority to designate which of those employees may participate in this Plan and such designation shall be on file with the Administrator of this Plan. Following a Change in Control, any employee designated for inclusion under this Plan may not be removed from this Plan.

Those employees who have Severance Compensation Agreements providing for certain benefits following a Change in Control shall be eligible for participation in this Plan but are eligible for benefits only under the conditions of Section III.A. below.

The “elimination of the employee’s position” means that the responsibilities of the employee have been eliminated or reduced to the point that the remaining responsibilities no longer constitute a complete work assignment and any remaining duties are reassigned to a number of other positions, resulting in a net reduction of required positions.

For purposes of this paragraph B: (i) termination for “cause” shall mean termination of employment for willfully engaging in conduct demonstrably and materially injurious to the Corporation, monetarily or otherwise. No act, or failure to act, shall be deemed “willful” unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the best interest of the Corporation; and

(ii) severance payments will NOT be paid to an employee:

(a) Severance Pay for an eligible employee terminated pursuant to Section III.A above shall be equal to the sum of (i) one year of the employee’s base pay in effect at the time of termination of employment, and (ii) the target cash bonus for the employee for the year in which the employee is terminated.

(b) Severance Pay for an eligible employee terminated pursuant to Section III.B above shall be equal to the sum of (i) the greater of the employee’s base salary prior to the date of termination and the employee’s base salary immediately prior to the Change in Control, and (ii) the greater of the amount of the employee’s actual cash bonus for the year preceding the date on which the Change in Control occurs and the employee’s target bonus for the year in which the Change in Control occurs.

Payments of Severance Pay shall be made by the Corporation in a lump sum within thirty (30) days after termination of employment.

In case of death, any unpaid allowance will be paid out in the following order: to the surviving spouse, surviving children or the estate.

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The provisions of the Patent and Confidentiality Agreement previously signed by a Participant in this Plan shall continue to apply following a termination of employment.

The Corporation expects to continue this Plan indefinitely, but reserves the right to amend or end it at any time prior to a Change in Control. After a Change in Control, no amendment or termination shall be effective with respect to any employee unless such employee consents in writing thereto.

For purposes of this Plan, the term “Change in Control” shall have the same meaning as set forth in the Albemarle Corporation 2003 Incentive Plan, or any successor plan.

This Plan shall expire two (2) years after the date of a Change in Control.

If any claim is denied in whole or in part, the employee or beneficiary will receive written notification within 90 days, including the reasons for the denial, reference to the specific Plan provisions on which the denial was based, information about additional material needed to pursue the claim and an explanation of the claim appeal procedure. Within 90 days, the employee or beneficiary may submit a written request for reconsideration of the claim to:

Vice President, Human Resources

Albemarle Corporation

330 South Fourth Street

Richmond, VA 23219

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The Plan Administrator will make its decision on the appeal within sixty (60) days after the receipt of the appeal (unless special circumstances require an extension of time up to one hundred twenty (120) days and will give a written notice of its decision which specifies the reasons for its decision. The Plan Administrator will decide whether a hearing will be held on the claim and will notify the employee or beneficiary at least 14 days before the hearing, if one is to be held.

A participant in the Plan is entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974 (ERISA). ERISA provides that all Plan participants shall be entitled to:

In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the operation of an employee benefit plan. The people who operate this Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of Plan participants and beneficiaries. No one, including the Employer, or any other person, may fire an employee or otherwise discriminate against an employee in any way to prevent the employee from obtaining a benefit or exercising the employee’s rights under ERISA. If a claim for a benefit is denied in whole or in part, the employee must receive a written explanation of the reason for the denial. The employee has the right to have the Plan review and reconsider the employee’s claim.

Under ERISA, there are steps the employee can take to enforce the above rights. For instance, if the employee request materials from the Plan and does not receive them within 30 days, the employee may file suit in a federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay the employee up to $110 a day until the employee receive the

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materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator. If the employee have a claim for benefits which is denied or ignored, in whole or in part, the employee may file suit in a state or federal court. If it should happen that Plan fiduciaries misuse the Plan’s money, or if an employee is discriminated against for asserting the employee’s rights, the employee may seek assistance from the U.S. Department of Labor, or the employee may file suit in a federal court. The court will decide who should pay court costs and legal fees. If the employee is successful, the court may order the person the employee has sued to pay these costs and fees. If the employee loses, the court may order the employee to pay these costs and fees, for example, if it finds the employee’s claim is frivolous. If an employee have questions about the Plan, the employee should contact the Plan Administrator. If the employee has any questions about this statement or about the employee’s rights under ERISA, the employee should contact the nearest office of the Pension and Welfare Benefits Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Pension and Welfare Benefits Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210.

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Exhibit 10.7

FIRST AMENDMENT TO THE

ALBEMARLE CORPORATION

DIRECTORS’ DEFERRED COMPENSATION PLAN

In accordance with Section 13 of the Albemarle Corporation Directors’ Deferred Compensation Plan (As Amended and Restated Effective November 17, 2004) (the “Plan”), the Plan is hereby amended as follows:

1. Section 2(i) of the Plan is amended to add the following at the end thereof:

“Effective for amounts payable on or after January 1, 2007, Compensation shall also mean Stock Compensation for the Deferral Year.”

2. Section 2 of the Plan is further amended to designate current paragraph (x) as paragraph (aa) instead, and to insert the following new paragraphs (x), (y) and (z) to read as follows:

“(x) Section 409A means Section 409A of the Code and any and all regulations and rulings issued thereunder.

(y) Stock Compensation means shares awarded to a Director for a Deferral Year, under the Stock Compensation Plan.

(z) Stock Compensation Plan means the 2006 Stock Compensation Plan for Non-Employee Directors of Albemarle Corporation.”

3. Section 4(b) of the Plan is amended to add the following at the end thereof:

“Effective for Stock Compensation payable on or after January 1, 2007, a Director may also elect on his or her Deferral Election Form, on or before the Election Date, to defer the receipt of all or part of his or her Stock Compensation for the Deferral Year.”

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4. Section 4(c) of the Plan is amended to insert the following immediately prior to the last sentence thereof:

“A Participant’s deferral of Stock Compensation shall only be deferred as a Deferred Stock Benefit.”

5. Section 7(a) of the Plan is amended to add the following at the end thereof:

“A Participant’s Deferred Stock Benefit attributable to Stock Compensation is credited to the Participant’s Deferred Stock Account as the number of shares of Common Stock awarded under the Stock Compensation Plan.”

6. Section 8(b) of the Plan is amended to add the following new paragraph at the end thereof:

“Participants may make a new Distribution Election as to the time and/or form of payment, without regard to the last sentence of the preceding paragraph, provided that (i) such Participant has not commenced payment of his or her Deferred Benefit, (ii) such new Election is made no later than December 31, 2006, and (iii) such new Election does not affect payments that the Participant would otherwise receive in 2006 or cause payments to be made in 2006. Effective January 1, 2007, Participants may also make a new Distribution Election as to the time and/or form of payment, without regard to the last sentence of the preceding paragraph, provided that (i) such Participant has not commenced payment of his or her Deferred Benefit, (ii) such new Election is made no later than December 31, 2007, and (iii) such new Election does not affect payments that the Participant would otherwise receive in 2007 or cause payments to be made in 2007. This paragraph is intended to comply with, and shall be administered in accordance with, the special transition rule provided for in Q&A-19(c) of IRS Notice 2005-1, Notice 2006-79, and other applicable provisions of the rules and regulations issued under Section 409A of the Code.”

7. Section 8(c) of the plan is amended to add the following at the end thereof:

“Notwithstanding any of the foregoing, no requests for a different distribution schedule shall be honored, and no Administrator discretion shall be exercised, to the extent such actions would violate Section 409A.”

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8. Section 9 of the Plan is amended to add a new paragraph (e) to read as follows:

“(e) In addition to any other restrictions set forth in this Section 9, all accelerated distributions of Deferred Benefits are subject to the restrictions and provisions of section 409A.”

9. A new Section 18 is added to the Plan to read as follows:

“ SECTION 409A COMPLIANCE. Notwithstanding any other provision of this Plan, it is intended that all deferrals made under this Plan on and after January 1, 2005 shall satisfy the provisions of Section 409A, and this Plan shall be interpreted and administered, as necessary, to comply with such provisions.”

10. The provisions of paragraphs 6-9 of this First Amendment shall be effective as of January 1, 2005.

11. The provisions of paragraphs 1-5 of this First Amendment shall be effective as of December 1, 2006.

IN WITNESS WHEREOF, the Corporation by its duly authorized officer and with its seal affixed, has caused these presents to be signed as of this 13 ^th day of December, 2006, pursuant to the approval of the Board of Directors at its meeting on December 13, 2006.

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Exhibit 10.8

FIRST AMENDMENT

TO THE

ALBEMARLE CORPORATION

EXECUTIVE DEFERRED COMPENSATION PLAN

In accordance with Section 11.1 of the Albemarle Corporation Executive Deferred Compensation Plan, as Amended and Restated Effective January 1, 2005 (the “Plan”), the Plan is hereby amended as follows:

1. Section 3.6(a) is hereby amended and restated in its entirety to read as follows:

“This credit is available only to those Participants who are eligible to receive Pension Contributions under the Savings Plan . For each Plan Year in which such Participant is eligible to participate in the Plan, the Participant will receive a credit equal to five percent (5%) of base salary in excess of the amounts which can be recognized by the Savings Plan because of (i) the limitations in Internal Revenue Code section 401(a)(17) or (ii) base salary deferrals into this Plan; plus five percent (5%) of the bonus paid in that Plan Year. For the purpose of clause (i), base salary shall be determined without reduction for any amounts contributed under Code sections 402(g) or 125. This credit shall occur at the time the base salary or bonus, as the case may be, is paid. The five percent (5%) amount will be increased to six percent (6%) effective the January 1 of the Plan Year in which occurs a Participant’s 10th anniversary of his service date, and to seven percent (7%) effective the January 1 of the Plan Year in which occurs a Participant’s 20th anniversary of his service date.”

2. The provisions of this Amendment are effective as of January 1, 2007.

IN WITNESS WHEREOF, the Corporation by its duly authorized officer has caused these presents to be signed as of this 13 ^th day of December, 2006.

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Exhibit 10.9

ALBEMARLE CORPORATION

BENEFITS PROTECTION TRUST

As Amended and Restated Effective December 13, 2006

TABLE OF CONTENTS

BENEFITS PROTECTION TRUST AGREEMENT

THIS AGREEMENT, made as of the 13 ^th day of December, 2006, by and between ALBEMARLE CORPORATION, a corporation organized and existing under the laws of the State of Virginia (hereinafter referred to as the “Company”), and MERRILL LYNCH BANK & TRUST COMPANY FSB (hereinafter referred to as the “Trustee”), amends and restates in its entirety that certain trust agreement between the parties dated as of May 21, 2004.

WITNESSETH :

WHEREAS, the Company has adopted the Albemarle Corporation Supplemental Executive Retirement Plan (the “SERP”), the Albemarle Corporation Executive Deferred Compensation Plan (“the “EDCP”) and the Albemarle Corporation Severance Pay Plan (the “Severance Plan”); and

WHEREAS, the Company has entered into Severance Compensation Agreements with certain of the Company’s executives (the “Severance Agreements”);

WHEREAS, the SERP, the EDCP, the Severance Plan, the Severance Agreements and such other plans, programs, and policies adopted by the Company from time to time and listed on Schedule 1 are hereinafter referred to collectively as the “Protected Plans”;

WHEREAS, the Company wishes to establish a Benefits Protection feature to provide a source of funds for participants in the Protected Plans to bring claims against the Company for benefits denied them after a Change in Control of the Company;

WHEREAS, the Trust is intended to be a “grantor trust” with the corpus and income of the Trust treated as assets and income of the Company for federal income tax purposes pursuant to Sections 671 through 678 of the Internal Revenue Code of 1986 (the “Code”), as amended; and

WHEREAS, the Company intends that the assets of the Trust will be subject to the claims of creditors of the Company as provided in Article SIXTEENTH; and

WHEREAS, the Company intends that the existence of the Trust will not alter the characterization of the Protected Plans as “unfunded” and will not be construed to provide taxable income to any participant under the Protected Plans prior to actual payment of benefits thereunder; and

WHEREAS, the Board of Directors of the Company shall appoint an Administrative Committee (the “Committee”) as provided in Article NINTH;

WHEREAS, the Trustee is not a party to the Protected Plans and makes no representations with respect thereto, and all representations and recitals with respect to the Protected Plans shall be deemed to be those of the Company;

NOW, THEREFORE, the Company and the Trustee agree as follows:

FIRST: Definitions .

(a) Any term that is referenced in the Protected Plans shall have in this Agreement the same meaning ascribed to it in the Protected Plans, unless the context clearly indicates a different meaning.

(b) For purposes of this Agreement, a Change In Control shall have the meaning described in Exhibit C.

The Company shall notify the Committee and the Trustee in writing of the occurrence of any event described in Exhibit C, as soon as practicable after the Company first learns of such event. The Committee and the Trustee may conclusively rely upon such notice from the Company in performing any of their obligations or taking any action under this Agreement which is dependent upon a Change In Control having occurred. The Trustee and the Committee may also request that the Company furnish evidence to determine, or to enable the Committee to determine, whether a Change In Control has occurred. The Company’s or Committee’s determination whether a Change In Control has occurred shall be binding and conclusive on all Participants.

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SECOND: Creation of Trust . (a) The Company hereby establishes with the Trustee and the Trustee hereby accepts a trust consisting of the following property:

(1) such cash or other property acceptable to the Trustee as shall be paid or delivered to the Trustee from time to time as contributions under the SERP, together with the earnings, income, additions and appreciation thereon and thereto (all of which is hereinafter called the “SERP Account”);

(2) such cash or other property acceptable to the Trustee as shall be paid or delivered to the Trustee from time to time as contributions under the EDCP, together with the earnings, income, additions and appreciation thereon and thereto (all of which is hereinafter called the “EDCP Account”);

(3) such cash or other property acceptable to the Trustee as shall be paid or delivered to the Trustee from time to time earmarked to pay cash payments owed under the Severance Agreements, together with the earnings, income, additions and appreciation thereon and thereto (all of which is hereinafter called the “Severance Agreements Account”)

(4) such cash or other property acceptable to the Trustee as shall be paid or delivered to the Trustee from time to time earmarked to pay benefits under the Severance Plan, together with the earnings, income, additions and appreciation thereon and thereto (all of which is hereinafter called the “Severance Plan Account”) and

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(5) such cash or other property acceptable to the Trustee as shall be paid or delivered to the Trustee from time to time earmarked for the Benefits Protection Account, together with the earnings thereon, and realized and unrealized gains (net of any losses) attributable thereto, (all of which is hereinafter called the “Benefits Protection Account”). Neither the cash nor any other property held in the Benefits Protection Account shall be available for payment of benefits to participants and beneficiaries under the Protected Plans.

(b) The Trustee or the Investment Director, if applicable, for investment purposes only, may commingle all Trust assets and treat them as a single fund, but the records of the Trustee or the Investment Director, if applicable, at all times shall show the percentages of the Trust allocable to the SERP Account, the EDCP Account, the Severance Agreements Account, the Benefits Protection Account and such other Account(s) as may subsequently be established under this Trust (herein referred to collectively as the “Accounts”).

(c) The assets of the Accounts shall be used to discharge the obligations of the Company as follows:

(1) The assets of the SERP Account shall be used to discharge the obligations of the SERP.

(2) The assets of the EDCP Account shall be used to discharge the obligations of the EDCP.

(3) The assets of the Severance Agreements Account shall be used to discharge the obligations of the Severance Agreements.

(4) The assets of the Benefits Protection Account may be used as set forth in Paragraph (c) of Article EIGHTH.

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(5) Prior to a Change In Control, the Company may direct the Trustee to reallocate the assets of an Account to one or more other Accounts.

(6) After a Change In Control, the Committee may direct the Trustee to transfer the assets of an Account to one or more other Accounts if either (i) the Protected Plan for which such Account was established has expired or terminated, and all liabilities with regard to such expired or terminated Protected Plan have been satisfied pursuant to Paragraph (d) of Article FIFTEENTH, or (ii) the Committee, in its sole discretion, determines that the remaining assets of such Account, after such transfer, are reasonably sufficient to cover the liabilities of the Protected Plan for which such Account was established.

(d) The Company and the Trustee agree that the Trust created herein shall not be revocable by the Company or by any successor thereto, and is intended to be a grantor trust under the provisions of Sections 671 through 678 of the Internal Revenue Code of 1986, as amended.

(e) The Company may add funds to the Trust at any time and shall designate the Account to which such funds shall be credited. Any such additional funds shall also be available to pay the fees and expenses of the Trustee and/or the Committee.

(f) Upon a Change In Control, the Company shall, as soon as possible, but in no event longer than ten (10) days following the Change In Control, make an irrevocable contribution to the Trust in an amount that is sufficient to pay the Participants or beneficiaries the benefits to which the Participants or beneficiaries would be entitled pursuant to the terms of the EDCP as of the date of the Change In Control. The amount of such irrevocable contribution shall be determined by the Company’s independent actuary engaged by the Company prior to the Change In Control. If no actuary has been so appointed, the Company’s actuary under its qualified defined benefit plan shall be the actuary for purposes of this provision.

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THIRD: Payments from the Trust . (a) Subject to Paragraph (b) of Article SIXTEENTH hereof, the Trustee, from time to time upon receipt of direction from the Company prior to a Change In Control, and from the Committee after a Change In Control, shall make payments from the Trust, as specified in such direction to such persons, in such manner and in such amounts as the Company or the Committee, as the case may be, shall direct, and amounts paid pursuant to such direction (or in accordance with Article SEVENTH hereof) thereafter no longer shall constitute a part of the Trust.

(b) The Company may, from time to time prior to a Change In Control, furnish the Trustee with certain information regarding the participants and beneficiaries under the Protected Plans and the determination of the benefits under the Protected Plans (hereinafter referred to as “Participant Data”). The Trustee shall be entitled to rely on the accuracy of the Participant Data provided by the Company prior to a Change In Control, and shall have no duty to verify the accuracy thereof. The Company shall, after a Change In Control and upon the request of the Committee, furnish the Committee with Participant Data at least once each Protected Plan Year. Such Participant Data shall include, to the extent applicable, (1) names, addresses, dates of birth, and social security numbers of each participant and beneficiary in the Protected Plans; (2) the amount and form of benefits under each of the Protected Plans of each participant and beneficiary if such participant would retire or die as of either the last day of such Protected Plan Year or the last day of the Protected Plan Year in which such Participant attained age 60; (3) earnings history, compensation (cash and deferred) and bonus history of each participant; (4) a schedule of the estimated yearly cash payments under the Protected Plans; and (5) any other information regarding the Protected Plan which the Committee may reasonably request or which the Committee may deem necessary to administer this Trust.

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After a Change In Control and notwithstanding any other provisions of this Agreement, the Trustee shall, upon receipt of direction from the Committee, to the extent funds are available in the Trust for such purpose, make payments to participants and beneficiaries in such manner and in such amounts as the Committee shall determine they are entitled to be paid under the Protected Plans based on the most recent Participant Data furnished to the Committee by the Company prior to a Change In Control and any supplemental information furnished to the Committee by a participant or beneficiary upon which the Committee may reasonably rely in making such determination. The Committee may make such reasonable inquiry of the Company as is necessary to determine whether any amounts that would otherwise be payable under this Agreement have previously been paid by the Company, and may reasonably rely on any information provided by the Company with regard to such payment. A determination by the Committee with regard to a participant’s entitlement to payments under the terms of this Agreement shall be binding as to all participants and the Company.

(c) In the event it shall be determined prior to a Change In Control that the participants and/or beneficiaries of the Protected Plan are subject to any tax under the terms of the Trust created hereunder, then the Trustee, upon receipt of direction from the Company, shall make payments from the Trust to such persons, in such manner and in such amounts as the Company shall direct, for purposes of (1) paying the amount of Federal, State and Local tax and interest and any penalties thereon which such participants and/or beneficiaries may incur arising out of such determination or (2) distributing the interests of participants and beneficiaries in the Trust. In the event such a determination is made after a Change In Control occurs, then each participant or beneficiary who is subject

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to such tax, may notify the Committee, in writing, to direct the Trustee to make payments from the Trust for either of the purposes set forth in section (1) or (2) of the preceding sentence. The Trustee shall not make the payments for the purposes set forth in the first sentence of this Paragraph (c) without such written direction.

(d) Payments to participants and beneficiaries pursuant to Paragraphs (b) and (c) of this Article THIRD shall be made by the Trustee to the extent that Trust funds for such purposes are sufficient to allow such payments. Subject to Paragraph (d) of Article SECOND, in any month in which the Committee directs the Trustee to make payments from the Trust and the Committee determines that a particular Account in the Trust does not have sufficient funds to provide for the payment of all amounts otherwise payable to participants and beneficiaries in such month under the Protected Plan, the amount otherwise payable to each such participant or beneficiary under such Protected Plan during such month shall be multiplied by a fraction, the numerator of which is the amount of funds then available for the payment of benefits under such Protected Plan and the denominator of which is the total of the benefits payable prior to such reduction during such month to all participants and beneficiaries under such Protected Plan.

FOURTH: Management of Trust Assets . (a) Subject to Paragraph (b) of this Article FOURTH, the Company, through its Benefit Plans Investment Committee, prior to a Change In Control, shall have exclusive authority and discretion to manage and control the Trust assets, and pursuant to such authority and discretion, may direct the Trustee, to the extent permitted by law, to exercise, from time to time and at any time, the power:

(1) To invest and reinvest the Trust, without distinction between principal and income, in shares of stock (whether common or preferred) or other evidences of ownership, bonds, debentures, notes or other evidences of indebtedness, unsecured or

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secured by mortgages on real or personal property wherever situated (including any part interest in a bond and mortgage or note and mortgage whether insured or uninsured) and other property, or part interest in property, real or personal, foreign or domestic, whether or not productive of income or consisting of wasting assets, and in order to reduce the rate of interest rate fluctuations, contracts, as either buyer or seller, for the future delivery of United States Treasury securities and comparable Federal-Government-backed securities; provided, however, that the Trustee, upon specific directions in writing from the Company, and in conformity with Exhibit D, shall invest and reinvest some or all of the assets of the Trust in qualifying securities issued by the Company or by an affiliate of the Company, to the extent permitted by the Employee Retirement Income Security Act of 1974, unless the Trustee shall deem such directed investment or reinvestment to be inconsistent with the provisions of Paragraph (a) of Article EIGHTH and that the Trustee may retain any such securities acquired for the Trust at the direction of the Company until the Company directs the Trustee to dispose of them; but no direction of the Company to sell any securities issued by the Company or by an affiliate of the Company shall be binding if it would require the Trustee to violate any law respecting the public distribution of securities, and, in any event, without limiting the generality of the provisions of Article TENTH, the Company agrees, to the extent permitted by law, to indemnify the Trustee and hold it harmless from and against any claim or liability that may be asserted against it, otherwise than on account of the Trustee’s breach of his own duties, by reason of the Trustee’s investing in, or reinvesting in or selling such securities in accordance with any direction from the Company or by reason of the Trustee’s failure to sell any such securities in the absence of any direction from the Company to sell them; and

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(2) To sell, convey, redeem, exchange, grant options for the purchase or exchange of, or otherwise dispose of, any real or personal property, at public or private sale, for cash or upon credit, with or without security, without obligation on the part of any person dealing with the Trustee to see to the application of the proceeds of or to inquire into the validity, expediency or propriety of any such disposition;

(3) To manage, operate, repair and improve, and mortgage or lease for any length of time any real property held in the Trust; to renew or extend any mortgage, to agree to reduction of the rate of interest or any other modification in the terms of any mortgage or of any guarantee pertaining to it; to enforce any covenant or condition of any mortgage or guarantee or to waive any default in the performance thereof; to exercise and enforce any right of foreclosure; to bid in property on foreclosure; to take a deed in lieu of foreclosure with or without paying consideration therefor and in connection therewith to release the obligation on the bond secured by the mortgage; and to exercise and enforce in any action, suit or proceeding at law or in equity any rights or remedies in respect of any mortgage or guarantee;

(4) To exercise, personally or by general or limited proxy, the right to vote any shares of stock, bonds or other securities held in the Trust; to delegate discretionary voting power to trustees of a voting trust for any period of time; and to exercise, personally or by power of attorney, any other right appurtenant to any securities or other property of the Trust;

(5) To join in or oppose any reorganization, recapitalization, consolidation, merger or liquidation, or any plan therefor, or any lease, mortgage or sale of the property of any organization the securities of which are held in the Trust; to pay from the

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Trust any assessments, charges or compensation specified in any plan of reorganization, recapitalization, consolidation, merger or liquidation; to deposit any property with any committee or depositary; and to retain any property allotted to the Trust in any reorganization, recapitalization, consolidation, merger or liquidation;

(6) To exercise or sell any conversion or subscription or other rights appurtenant to any stock, security or other property held in the Trust;

(7) To borrow from any lender (including the Trustee in its individual capacity) money, in any amount and upon any reasonable terms and conditions, for purposes of this Agreement, and to pledge or mortgage any property held in the Trust to secure the repayment of any such loan;

(8) To compromise, settle or arbitrate any claim, debt, or obligation of or against the Trust; to enforce or abstain from enforcing any right, claim, debt or obligation; and to abandon any property determined by it to be worthless;

(9) To make loans of securities held in the Trust to registered brokers and dealers upon such terms and conditions as are permitted by applicable law and regulations, and in each instance to permit the securities so lent to be registered in the name of the borrower or a nominee of the borrower, provided that in each instance the loan is adequately secured and neither the borrower nor any affiliate of the borrower has discretionary authority or control with respect to the assets of the Trust involved in the transaction or renders investment advice with respect to those assets;

(10) To invest and reinvest any property in the Trust in any other form or type of investment not specifically mentioned in this Paragraph (a) of Article FOURTH, so long as such form or type of investment is a form or type of investment approved by the Benefit Plans Investment Committee, for the investment of assets of the Trust.

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(b) (1) (A) Prior to a Change In Control, the Benefit Plans Investment Committee of the Company, at any time and from time to time, may direct the Trustee to segregate one or more specified portions of the Trust into a separate investment account or accounts (each hereinafter called a “Segregated Investment Account”), and may appoint and designate an Investment Director to direct the Trustee in the management of the assets of each such Segregated Investment Account (hereinafter called “that Investment Director’s Segregated Investment Account”).

(B) Any Investment Director appointed by the Benefit Plans Investment Committee of the Company may be either an officer or employee of the Company, a subsidiary or affiliate of the Company, or an Investment Manager. Any Investment Manager must be either (i) an investment adviser registered as such under the Investment Advisers Act; or (ii) a bank, as defined in that Act; or (iii) an insurance company qualified to perform services in the management, acquisition or disposition of the assets of the Trust under the laws of more than one State. The Trustee until notified in writing to the contrary shall be fully protected in relying upon any written notice of the appointment of an Investment Director furnished to it by the Company. In the event of any vacancy in the office of Investment Director, the Company shall be deemed to be the Investment Director of that Investment Director’s Segregated Investment Account until an Investment Director shall have been duly appointed to direct the Trustee in the management of the assets of that Investment Director’s Segregated Investment Account; and in such event until an Investment Director shall have been so appointed and qualified, references herein to the Company’s acting in respect of that

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Investment Director’s Segregated Investment Account pursuant to direction from the Investment Director shall be deemed to authorize the Company to direct the Trustee on the investment or the assets of that Investment Director’s Segregated Investment Account, and subparagraphs (4) and (5) of this Paragraph (b) shall have no effect and shall be disregarded.

(2) Any Investment Director appointed pursuant to Paragraph (b) (1) of this Article FOURTH shall have exclusive authority and discretion to manage and control the assets of that Investment Director’s Segregated Investment Account, and pursuant to such authority and discretion may direct the Trustee from time to time and at any time:

(A) To invest and reinvest that Investment Director’s Segregated Investment Account, without distinction between principal and income, in shares of stock (whether common or preferred) or other evidences of ownership, bonds, debentures, notes or other evidences of indebtedness, unsecured or secured by mortgages on real or personal property wherever situated (including any part interest in a bond and mortgage or note and mortgage whether insured or uninsured) and other property, or part interest in property, real or personal, foreign or domestic, whether or not productive of income or consisting of wasting assets, and in order to reduce the risk of interest rate fluctuations, contracts, as either buyer or seller, for the future delivery of United States Treasury securities and comparable Federal Government-backed securities; provided, however, that the Trustee, upon specific directions in writing from that Investment Director, and in conformity with Exhibit D, shall invest and reinvest some or all of the assets of that Investment Director’s Segregated Investment Account in qualifying securities issued by the

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Company or by an affiliate of the Company, to the extent permitted by the Employee Retirement Income Security Act of 1974, unless the Trustee shall deem such directed investment or reinvestment to be inconsistent with the provisions of Paragraph (a) of Article EIGHTH and that the Trustee may retain any such securities acquired for that Investment Director’s Segregated Investment Account at the direction of that Investment Director until that Investment Director directs the Trustee to dispose of them; but no direction of any Investment Director to sell any securities issued by the Company or by an affiliate of the Company shall be binding if it would require the Trustee to violate any law respecting the public distribution of securities, and, in any event, without limiting the generality of the provisions of Article TENTH, the Company agrees, to the extent permitted by law, to indemnify the Trustee and hold it harmless from and against any claim or liability that may be asserted against it, otherwise than on account of the Trustee’s breach of his own duties, by reason of the Trustee’s investing in, or reinvesting in or selling such securities in accordance with any direction from any Investment Director or by reason of the Trustee’s failure to sell any such securities in the absence of any direction from that Investment Director to sell them; and

(B) To perform acts similar to those authorized to the Trustee in subparagraphs (2) through (10) of Paragraph (a) of this Article FOURTH.

(3) In addition, each Investment Director, from time to time and at any time may delegate to the Trustee discretionary authority to invest and reinvest funds of that Investment Director’s Segregated Investment Account in debt securities (including obligations of the Government of the United States) payable on demand or having maturities not exceeding one year or in interests in any trust fund that has been or shall be created and maintained by the Trustee or any of its affiliates as trustee for the collective short-term

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investment of funds, the instrument creating such trust fund, together with any amendments, modifications or supplements thereof, being hereby effective when and as such investments are made, incorporated in and made a part of this Agreement as fully and to all intents and purposes as if set forth herein at length.

(4) The Trustee shall exercise in respect of each Investment Director’s Segregated Investment Account the powers set forth in Paragraph (b) (2) of this Article FOURTH only when and to the extent directed in writing by that Investment Director. Each Investment Director, from time to time and at any time, may issue orders for the purchase or sale of securities directly to a broker or dealer, and for such purpose the Trustee will upon request execute and deliver to that Investment Director one or more trading authorizations. Written notification of the issuance of each such order shall be given promptly to the Trustee by that Investment Director, and the execution of each such order shall be confirmed by the broker to that Investment Director and to the Trustee. Such notification shall be authority to the Trustee to receive securities purchased against payment therefor and to deliver securities sold against receipt of the proceeds therefrom, as the case may be.

(5) The Trustee shall not be liable for any act or omission of any Investment Director, and shall not be under any obligation to invest or otherwise manage the assets of the Trust which are subject to the management of any Investment Director. Without limiting the generality of the foregoing, the Trustee shall not be liable by reason of its taking or refraining from taking at the direction of any Investment Director any action in respect of that Investment Director’s Segregated Investment Account, pursuant to this Paragraph (b), or pursuant to a notification of an order to purchase or sell securities by the Committee or for the account of any Investment

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Director’s Segregated Investment Account issued by that Investment Director nor shall the Trustee be liable by reason of its refraining from taking any action with respect to any Investment Director’s Segregated Investment Account because of the failure of such Investment Director to give such direction or order; the Trustee shall be under no duty to question or to make inquiries as to any direction or order or failure to give direction or order by any Investment Director; and the Trustee shall be under no duty to make any review of investments acquired for any Investment Manager’s Segregated Investment Account at the direction or order of that Investment Manager and shall be under no duty at any time to make any recommendation with respect to disposing of or continuing to retain any such investment.

(6) Without limiting the generality of the provisions of Article TENTH, the Company agrees, to the extent permitted by law, to indemnify the Trustee and hold it harmless from and against any claim or liability that may be asserted against it, otherwise than on account of the Trustee’s breach of his own duties, by reason of the Trustee’s taking or refraining from taking any action in accordance with this Paragraph (b), including, without limiting the generality of the foregoing, any claim or liability that may be asserted against the Trustee on account of failure to receive securities purchased, or failure to deliver securities sold, pursuant to orders issued by an Investment Director directly to a broker or dealer.

(c) After a Change In Control occurs, the Committee shall have the exclusive authority and discretion to manage and control the Trust assets, and may appoint an Investment Director or an Investment Manager (as defined in Paragraph (b) (1) (A) of this Article FOURTH) including an affiliate of the Company or the Trustee to manage the investment of the Trust assets. Pursuant to such

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authority and discretion, the Committee, or any investment manager appointed pursuant to this Paragraph (c), may exercise, from time to time and at any time, the power to hold or dispose of any assets held by the Trust on the date a Change In Control occurs, and shall invest and reinvest the Trust, without distinction between principal and income, in accordance with the provisions described in Paragraph (a) of this Article FOURTH

FIFTH: Administrative Powers . The Trustee shall have and in its sole and absolute discretion may exercise from time to time and at any time the following administrative powers and authority with respect to the Trust:

(a) To hold property of the Trust in its own name or in the name of a nominee or nominees, without disclosure of the Trust, or in bearer form so that it will pass by delivery, but no such holding shall relieve the Trustee of its responsibility for the safe custody and disposition of the Trust in accordance with the provisions of this Agreement; the Trustee’s books and records shall at all times show that such property is part of the Trust;

(b) To continue to hold any property of the Trust whether or not productive of income; to reserve from investment and keep unproductive of income, without liability for interest, cash temporarily awaiting investment and such cash as it deems advisable or as the Company from time to time may specify prior to a Change In Control in order to meet the administrative expenses of the Trust or anticipated distributions therefrom;

(c) To organize and incorporate under the laws of any state it may deem advisable one or more corporations (and to acquire an interest in any such corporation that it may have organized and incorporated) for the purpose of acquiring and holding title to any property, interests or rights that the Trustee is authorized to acquire under Article FOURTH hereof;

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(d) To employ in the management of the Trust suitable agents, without liability for any loss occasioned by any such agents selected by the Trustee with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims;

(e) To make, execute and deliver, as Trustee, any deeds, conveyances, leases, mortgages, contracts, waivers or other instruments in writing that the Trustee may deem necessary or desirable in the exercise of its powers under this Agreement; and

(f) To do all other acts that the Trustee may deem necessary or proper to carry out any of the powers set forth in Articles FOURTH, FIFTH, and SIXTH hereof or otherwise in the best interests of the Trust.

SIXTH: Insurance and Annuity Contracts . (a) The Trustee, upon written direction of the Company prior to a Change In Control, or from the Committee after a Change In Control, shall pay from the Trust such sums to such insurance company or companies as the Company may direct for the purpose of procuring participating or nonparticipating insurance and/or annuity contracts for the Trust (hereinafter in Article SIXTH referred to as “Contracts”). The Company shall prepare, or cause to be prepared in such form as it shall prescribe, the application for any Contract to be applied for. The Trustee shall receive and hold in the Trust, subject to the provisions hereinafter set forth in this Article SIXTH, all Contracts so obtained.

(b) The Trustee shall be the complete and absolute owner of Contracts held in the Trust and, upon written direction of the Company prior to a Change In Control or the Committee after a Change of Control, shall have the power, without the consent of any other person, to exercise any and all of the rights, options or privileges that belong to the absolute owner of any Contract held in the

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Trust or that are granted by the terms of any such Contract or by the terms of this Agreement. The Trustee shall have no discretion with respect to the exercise of any of the foregoing powers or to take any other action permitted by any Contract held in the Trust, but shall exercise such powers or take such action only upon the written direction of the Company and the Trustee shall have no duty to exercise any of such powers or to take any such action unless and until it shall have received such direction. The Trustee, upon the written direction of the Company prior to a Change In Control, shall deliver any Contract held in the Trust to such person or persons as may be specified in the direction.

(c) The Trustee shall hold in the Trust the proceeds of any sale, assignment or surrender of any Contract held in the Trust and any and all dividends and other payments of any kind received in respect of any Contract held in the Trust.

(d) Upon the written direction of the Company prior to a Change In Control, the Trustee shall pay from the Trust premiums, assessments, dues, charges and interest, if any, upon any Contract held in the Trust. The Trustee shall have no duty to make any such payment unless and until it shall have received such direction. After a Change In Control, the Trustee shall pay from the Trust premiums, assessments, dues, charges and interest, if any, upon any Contract held in the Trust, only upon direction from the Committee.

(e) No insurance company that may issue any Contract or Contracts held in the Trust shall be deemed to be a party to this Agreement for any purpose, or to be responsible in any way for the validity of this Agreement or to have any liability under this Agreement other than as stated in each Contract that it may issue. Any insurance company may deal with the Trustee as sole owner of any Contract issued by it and held in the Trust, without inquiry as to the authority of the Trustee to act, and may accept and rely upon any written notice, instruction, direction, certificate or other communication from the Trustee believed by it to be genuine and to

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be signed by an officer of the Trustee and shall incur no liability or responsibility for so doing. Any sums paid out by any insurance company under any of the terms of a Contract issued by it and held in the Trust either to the Trustee, or, in accordance with its direction, to any other person or persons designated as payees in such Contract shall be a full and complete discharge of the liability to pay such sums, and the insurance company shall have no obligation to look to the disposition of any sums so paid.

(f) Anything contained herein to the contrary notwithstanding, neither the Company, the Committee nor the Trustee shall be liable for the refusal of any insurance company to issue or change any Contract or Contracts or to take any other action requested by the Trustee; nor for the form, genuineness, validity, sufficiency or effect of any Contract or Contracts held in the Trust; nor for the act of any person or persons that may render any such Contract or Contracts null and void; nor for the failure of any insurance company to pay the proceeds and avails of any such Contract or Contracts as and when the same shall become due and payable; nor for any delay in payment resulting from any provision contained in any such Contract or Contracts; nor for the fact that for any reason whatsoever (other than their own negligence or willful misconduct) any Contract or Contracts shall lapse or otherwise become uncollectible.

(g) After a Change In Control, the Committee shall exercise any of the powers set forth in this Article SIXTH, including the power to negotiate for and purchase Contracts the rates of return and maturity dates of which may reasonably be expected to yield assets of the Trust sufficient to discharge any or all of the obligations of the Company under the Protected Plans.

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SEVENTH: Taxes, Expenses and Compensation of Trustee and the Committee .

(a) The Company shall pay any Federal, State, Local or other taxes imposed or levied with respect to the corpus and/or income of the Trust or any part thereof under existing or future laws, and the Company, or the Committee, if applicable, in their discretion, or the Trustee, in its discretion, may contest the validity or amount of any tax, assessment, claim or demand respecting the Trust or any part thereof. Upon direction from the Committee, the Trustee shall deduct any payroll taxes required to be withheld with respect to any payments made pursuant to the Trust.

(b) The Trustee, without direction from the Company, or the Committee, if applicable, shall pay from the Trust the reasonable and necessary expenses and compensation of counsel and all other reasonable and necessary expenses of managing and administering the Trust that are not paid by the Company including, but not limited to, Participant record keeping expenses, investment management fees, computer time charges, data retrieval and input costs, charges for time expended by personnel of the Trustee in fulfilling the Trustee’s duties, expenses incurred by the members of the Committee in performance of their duties and reasonable compensation (as specified in Schedule 3) of each member of the Committee.

(c) The Company shall pay to the Trustee from time to time such reasonable compensation for its services as trustee as is specified in Schedule 2 or as subsequently agreed to by the Company and the Trustee, but until paid, such compensation and reimbursement for expenses incurred by the Trustee pursuant to this Article SEVENTH shall constitute a charge upon the Trust, such charge to have priority over any payments due participants under the Protected Plans.

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(d) After a Change In Control, the Trustee shall bill the Company directly, on a monthly basis, for all expenses described in Paragraph (b) of this Article SEVENTH and all fees described in Paragraph (c) thereof which amounts shall be immediately due and payable except as otherwise provided in Paragraph (c). If such amounts are not paid by the Company within thirty (30) days of the billing date, the Trustee may pay such amounts from the Trust. The Trustee may commence legal action to recover any amount not paid within thirty (30) days of the billing date.

EIGHTH: General Duties of Trustee and Investment Director . (a) Subject to Article FIFTEENTH hereof, the Trustee, any Investment Director appointed pursuant to Paragraph (b) of Article FOURTH, and any Investment Manager appointed pursuant to Paragraph (c) of Article FOURTH, shall discharge their duties under this Agreement solely in the interest of the participants in the Protected Plans and their beneficiaries and with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims but the duties and obligations of the Trustee and any Investment Director shall be limited to those expressly imposed upon them by this Agreement notwithstanding any reference herein to the Protected Plans.

(b) The Trustee may consult with counsel, who may be counsel for the Company or for the Trustee in its individual capacity.

(c) (1) Within thirty (30) days after a Change In Control, the Company shall notify participants and beneficiaries of the Protected Plans in writing of the Committee’s availability to aid them in pursuing any claims they may have against the Company under the terms of those of the Protected Plans under which they are covered. The Company shall provide such notice by using the

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same method used by Department of Labor 29 C.F.R. § 2520.104b-1(b)(1) as now in effect without regard to subsequent amendments. If the Company fails to do so, the Committee shall provide such notification by placing an advertisement in one newspaper of general circulation in each of the ten locations in which the largest number of employees are located as communicated by the Company to the Trustee prior to a Change In Control or as determined by the Committee.

(2) If, after a Change of Control, a participant or beneficiary of a Protected Plan notifies the Committee that the Company (or insurance company, contract administrator or any other party, if applicable) has refused to pay a claim asserted by the participant or beneficiary under any of the Protected Plans, and the Committee determines that the assets held in the Accounts are not available to pay such claim under the provisions of Paragraph (b) of Article THIRD, then, unless the Committee shall determine that the claim has no basis in law and fact (in which case the Committee shall notify the participant or beneficiary of such determination and shall take no further action with respect to the claim), the Committee:

(A) will promptly attempt to negotiate with the Company (or insurance company, contract administrator or other party, if applicable) to obtain payment, settlement, or other disposition of the claim, subject to the consent of the participant or beneficiary;

(B) if (i) negotiations fail after sixty (60) days of their commencement to result in a payment, settlement or other disposition agreeable to the participant or beneficiary (hereafter referred to in this Paragraph (c) of Article EIGHTH as the “Plaintiff”), (ii) the Committee at any time reasonably believes further negotiations not to be in the Plaintiff’s best interest, or

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(iii) any applicable statute of limitations would otherwise expire within sixty (60) days, upon the receipt of written authorization from the Plaintiff in substantially the form attached as Exhibit A hereto, may institute and maintain legal proceedings (the “Litigation”), at the expense of the Trust, against the Company or other appropriate person or entity to recover on the claim on behalf of the Plaintiff; and

(C) may, subject to the written consent of the Plaintiff, settle or discontinue the Litigation. The Committee shall direct the course of the Litigation and shall keep the Plaintiff informed of the progress of the Litigation as the Committee deems appropriate, but no less frequently than quarterly. If, during the Litigation,

i. the Plaintiff directs in writing that the Litigation on behalf of the Plaintiff be settled or discontinued, the Committee shall take all appropriate action to follow such direction, provided that the written direction specifies the terms and conditions of the settlement or discontinuance, and further provided that the Plaintiff, if requested by the Committee, shall execute and deliver to the Committee a document in a form acceptable to the Committee releasing and holding harmless the Committee from any liability resulting from the Committee following such direction; or

ii. the Plaintiff refuses to consent to the settlement or other disposition of the Litigation on terms recommended in writing by the Committee, the Committee may proceed, in its sole and absolute discretion, to take such action as it deems appropriate in the Litigation, including settlement or discontinuance of the Litigation, provided that the Committee shall afford the Plaintiff at least fourteen (14) days’ advance notice of any decision to settle or otherwise discontinue the Litigation, subject to the provisions of the following sentence.

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If, at any time, the Plaintiff (x) revokes in writing (in substantially the form attached as Exhibit B hereto) the authorization of the Committee to proceed on his behalf and delivers such writing to the Committee and (y) appoints his own counsel and so notifies the Committee in writing, whose fees and expenses are not to be paid by the Trust and who shall appear in the Litigation on behalf of the Plaintiff in lieu of counsel retained by the Committee, then the Committee shall not be authorized to proceed in the Litigation on behalf of the Plaintiff. Thereafter, the Committee shall have no obligation to proceed further on behalf of such Plaintiff or to pay any costs or expenses incurred in the Litigation after the date of the delivery of such writing.

The Committee may, in its sole discretion, in lieu of the procedures described in Paragraph (c) 2B above, allow a Plaintiff to retain his own counsel to pursue any claims under the Protected Plans, with the Trust providing payment of the attendant legal fees and costs for so long as the Committee, in its sole discretion, deems it appropriate.

The Committee is empowered to retain, at the expense of the Trust, counsel and other appropriate experts, including actuaries and accountants, to aid it in making any determination under this Paragraph (c) of Article EIGHTH and in determining whether to pursue or settle any Litigation. The Committee shall have the discretion to determine the form and nature that any Litigation against the Company or other appropriate person or entity shall take, and the procedural rules and laws applicable to such Litigation shall supersede any inconsistent provision of this Agreement.

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(3) Subparagraph (c)(2) shall be inapplicable in respect of any Litigation involving the payment of benefits under any Protected Plan in which the Committee is named a defendant. Any Plaintiff in an action in which the Committee or the Trustee is named a defendant shall engage his own counsel, whose fees and expenses shall be paid by the Plaintiff, provided , however , that the Committee shall pay out of the assets of the Benefits Protection Account of the Trust any legal fees and costs awarded to the Plaintiff by a court in such Litigation pursuant to Section 502 (g) (1) of ERISA.

(4) In the event the Committee determines that the claim of a participant or beneficiary has no basis in law or fact and such participant or beneficiary pursues such claim against the Company, then the Committee shall reimburse the participant or beneficiary out of the assets of the Benefits Protection Account for any reasonable legal fees and other reasonable costs incurred in pursuing such claim if such participant or beneficiary obtains a settlement or final judgment of a court of competent jurisdiction under which the participant or beneficiary is to receive not less than 50% of the amount originally claimed to the Committee as the amount owed by the Company.

(5) With respect to claims by holders of Severance Compensation Agreements, such holders may elect to pursue their own claim (with counsel of their choice) or to have the Committee pursue such claim. In the event such holders elect to pursue their own claims, the Committee shall promptly reimburse such holders for all attorneys fees and other expenses incurred to the extent the Company does not pay such amounts as provided in the Severance Compensation Agreements.

(d) The Company will, prior to a Change In Control, designate a law firm to act as counsel to the Committee at the expense of the Trust after a Change In Control, to advise the Committee with respect to its duties and obligations hereunder, as described above.

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If the designated counsel declines to provide representation because of an ethical or legal conflict of interest, or the Committee is not satisfied with the quality of representation provided, the Committee, may, from time to time, dismiss the designated firm or any successor and engage another qualified law firm for this purpose including the same law firm which represents the Committee with respect to its responsibilities as Committee under this Agreement. The Company may not dismiss or engage such counsel or cause the Committee to engage or dismiss such counsel after a Change In Control.

NINTH: General Duties of the Committee . (a) Subject to Article FIFTEENTH hereof, the Committee shall discharge their duties under this Agreement solely in the interest of the participants in the Protected Plans and their beneficiaries and (1) for the exclusive purpose of providing benefits to such participants and their beneficiaries and defraying reasonable expenses of administering the Protected Plans; and (2) with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; and (3), after a Change In Control, by diversifying the investments of the Trust so as to minimize the risk of large losses, unless under the circumstances it is clearly prudent not to do so; but the duties and obligations of the Committee shall be limited to those expressly imposed upon them by this Agreement notwithstanding any reference herein to the Protected Plans.

(b) The Committee shall consist of not less than three (3) members to be appointed by and serve at the pleasure of the Board of Directors of the Company. The Board may, at any time prior to a Change In Control, fill vacancies or require the resignation of one or more of the members of the Committee with or without cause. In the event that a vacancy or vacancies shall occur on the Committee

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prior to a Change In Control, the remaining member or members shall act as the Committee until the Board fills such vacancy or vacancies. However, upon a Change In Control, no member may be removed, for any reason, by the Board. In the event that a vacancy occurs after a Change In Control, the Board shall have no authority to fill such vacancy and the remaining members of the Committee shall select a replacement to serve on the Committee. No person shall be ineligible to be a member of a Committee because he is, was or may become entitled to benefits under any Protected Plan in the Trust, or because he is a director and/or officer of the Company, Affiliate or a Trustee; provided, that no Participant who is a member of the Committee shall participate in any determination by the Committee specifically relating to the calculation or disposition of his benefits under any Protected Plan in the Trust.

(c) After a Change In Control, and except as otherwise expressly provided in this Agreement or by the Board of Directors prior to a Change In Control:

(1) The Committee shall have the authority to invest and manage the assets of the Trust pursuant to Article FOURTH.

(2) The Committee shall have all powers necessary or helpful for the carrying out of its responsibilities, and the decisions or actions of the Committee in good faith in respect of any matter hereunder shall be conclusive and binding upon all parties concerned.

(3) The Committee may delegate to one or more of its members or any other person the right to act on its behalf with respect to the implementation of a decision of the Committee.

(4) Subject to Paragraph (b) of Article FIFTEENTH, the Committee shall have the authority to amend this Agreement. No amendment shall be made without the Trustee’s consent thereto in writing if, and to the extent that, the effect of such

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amendment is to increase the Trustee’s responsibilities hereunder. Such proposed amendment shall be delivered to the Trustee as a written instrument of amendment, duly executed and acknowledged by the Committee. The Trustee’s consent shall not be required for the termination of the Trust or its removal as Trustee.

(5) Without limiting the generality of the foregoing, the Committee shall have full discretionary authority to:

i. Determine all questions arising out of or in connection with the terms and provisions of this Agreement except as otherwise expressly provided herein;

ii. Make rules and regulations for the administration of the Trust which are not inconsistent with the terms and provisions of this Agreement, and fix the annual accounting period of the Trust as required for tax purposes;

iii. Construe all terms, provisions, conditions and limitations to the Trust;

iv. Determine all questions relating to the administration the Trust (i) when disputes arise between the Company and a Participant or his/her Beneficiary, spouse or legal representatives and (ii) whenever the Committee deems it advisable to determine such questions in order to promote the uniform administration of the Trust; and

v. Monitor the performance of the Trustee or any Investment Director for the Trust. In order to accomplish this, the Committee shall meet with the Trustee or any Investment Director, at such time as the Committee shall determine, and the Committee may request any Investment Director to present a full report on the financial position of the Trust under the control of such Investment Director.

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The foregoing list of powers is not intended to be either complete or exclusive, and the Committee shall, in addition, have such powers as may be necessary for the performance of its duties under the Trust.

(d) The Committee shall advise the Trustee in writing with respect to all benefits which become payable under the terms of the Trust and shall direct the Trustee to pay such benefits to or on order of the Committee.

(e) The Committee may employ such counsel, including legal counsel, actuaries, accountants, investment advisors, physicians, agents and such clerical and other services as it may require in carrying out the provisions of the Trust. Unless paid by the Company, the Committee shall charge the fees, charges and costs resulting from such employment as an expense of a trust established relating to the Trust. Unless otherwise provided by law, any person so employed by a Committee may be legal or other counsel to the Company, an affiliate, a member of a Committee or an officer or member of the Board of Directors or an affiliate.

(f) Each member of the Committee shall receive compensation, as specified in Schedule 3, for their services in connection with the Trust.

(g) The Committee may purchase such fiduciary liability insurance or such other insurance as it deems necessary relating to the performance of its obligations hereunder. Unless paid by the Company, the Committee shall charge the premiums and charges resulting from such insurance as an expense of the Trust.

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TENTH: Indemnification . The Company agrees, to the extent permitted by law, to indemnify and hold the Trustee and the Committee harmless from and against any liability that they may incur in the administration of the Trust, unless arising from the Trustee’s or the Committee’s own gross negligence or willful breach of the provisions of its obligations under this Agreement. If the Company fails to indemnify and hold the Trustee and the Committee harmless from and against any liability that they may incur in the administration of this Trust pursuant to this Article TENTH, the Trust shall indemnify the Trustee and the Committee to the extent permitted by law. The Trustee and the Committee shall not be required to give any bond or any other security for the faithful performance of its duties under this Agreement, except as required by law.

ELEVENTH: No Duty To Advance Funds . The Trustee shall have no obligation to advance its own funds for the purposes of fulfilling its responsibilities under this Agreement, and its obligation to incur expenses shall at all times be limited to amounts in the Trust available to be applied toward such expenses.

TWELFTH: Accounts . (a) (1) The Trustee shall keep accurate and detailed accounts of all its receipts, investments and disbursements under this Agreement on a calendar year basis, accounting for each Account on a separate basis. Such person or persons as the Company shall designate shall be allowed to inspect the books of account relating to the Trust upon request at any reasonable time during the regular business hours of the Trustee.

(2) Within 90 days after the close of each calendar year, the Trustee shall transmit to the Company, and certify the accuracy of, a written statement of the assets and liabilities of the Trust, showing the current value of each asset at that date, and a written account of all the Trustee’s transactions relating to the Trust during the period from the last previous accounting to the

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close of that year. The report of any such valuation shall not constitute a representation by the Trustee that the amounts reported as fair market values would actually be realized upon the liquidation of the Trust. For the purposes of this Subparagraph, the date of the Trustee’s resignation or removal as provided in Article FOURTEENTH hereof or the date of termination of the Trust as provided in Article FIFTEENTH hereof shall be deemed to be the close of a year, except that in such case the written statement shall be transmitted to the Company within 60 days.

(3) Unless the Company shall have filed with the Trustee written exceptions or objections to any such statement and account within 90 days after receipt thereof, the Company shall be deemed to have approved such statement and account; and in such case or upon the written approval by the Company of any such statement and account, the Trustee shall be forever released and discharged with respect to all matters and things contained in such statement and account as though it had been settled by decree of a court of competent jurisdiction in an action or proceeding to which the Company and all persons having any beneficial interest in the Trust were parties.

(b) Nothing contained in this Agreement or in the Protected Plans shall deprive the Trustee of the right to have a judicial settlement of its accounts. In any proceeding for a judicial settlement of the Trustee’s accounts or for instructions in connection with the Trust, the only other necessary party thereto in addition to the Trustee shall be the Company. If the Trustee so elects, it may bring in as a party or parties defendant any other person or persons. No person interested in the Trust, other than the Company, shall have a right to compel an accounting, judicial or otherwise, by the Trustee, and each such person shall be bound by all accountings by the Trustee to the Company, as herein provided, as if the account had been settled by decree of a court of competent jurisdiction in an action or proceeding to which such person was a party.

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THIRTEENTH: Administration of the Protected Plans; Communications . (a) The Company and/or the Committee shall administer the Protected Plans as provided therein and subject to Paragraph (b) of Article THIRD and Paragraph (c) of Article EIGHTH hereof, or subject to any other delegation by the Company and/or the Committee and assumption by the Trustee of the duties of administering the Protected Plans, the Trustee shall not be responsible in any respect for administering the Protected Plans nor shall the Trustee be responsible for the adequacy of the Trust to meet and discharge all payments and liabilities under the Protected Plans. The Trustee shall be fully protected in relying upon any written notice, instruction, direction or other communication signed by an officer of the Company or a member of the Committee who is authorized to execute and deliver, in the name and on behalf of the Company or the Committee, documents or instruments relating to the Trust (hereinafter an “Authorized Officer”). The Company and the Committee, from time to time, shall furnish the Trustee with the names and specimen signatures of the Authorized Officers and shall promptly notify the Trustee of the termination of office of any Authorized Officer and the appointment of a successor thereto. Until notified to the contrary, the Trustee shall be fully protected in relying upon the most recent list of Authorized Officers furnished to it by the Company and the Committee.

(b) Any action required by any provision of this Agreement to be taken by the Board of Directors of the Company shall be evidenced by a resolution of such Board of Directors certified to the Trustee by the Secretary or an Assistant Secretary of the Company under its corporate seal, and the Trustee shall be fully protected in relying upon any resolution so certified to it. Unless

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other evidence with respect thereto has been specifically prescribed in this Agreement, any other action of the Company under any provision of this Agreement, including any approval of or exceptions to the Trustee’s accounts, shall be evidenced by a certificate signed by an authorized officer, and the Trustee shall be fully protected in relying upon such certificate. The Trustee may accept a certificate signed by an Authorized Officer as proof of any fact or matter that it deems necessary or desirable to have established in the administration of the Trust (unless other evidence of such fact or matter is expressly prescribed herein), and the Trustee shall be fully protected in relying upon the statements in the certificate.

(c) The Trustee shall be entitled conclusively to rely upon any written notice, instruction, direction, certificate or other communication believed by it to be genuine and to be signed by an Authorized Officer, and the Trustee shall be under no duty to make investigation or inquiry as to the truth or accuracy of any statement contained therein.

Until written notice is given to the contrary, communications to the Trustee shall be sent to it at its office at 4 World Financial Center, 250 Vesey Street, New York, NY 10080; communications to the Company shall be sent to it at its office at 330 South Fourth Street, Richmond, VA 23219 and communications to the Committee shall be sent to it c/o Albemarle Corporation, 330 South Fourth Street, Richmond, VA 23219.

FOURTEENTH: Resignation or Removal of Trustee . (a) The Trustee may resign at any time upon 30 days’ written notice to the Company or such shorter period as is acceptable to the Company. If such resignation occurs before a Change In Control, the Company shall appoint a successor trustee. If such resignation occurs after a Change In Control, the Committee shall have the right to appoint a successor trustee. Notwithstanding the foregoing, after a Change In Control, the Trustee may not resign for a period of three years, without the written consent of the Committee unless any of the following items is true: (1) the agreement between the

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Company and the Trustee with respect to the Company’s other plans is terminated; (2) the Company or the Committee fails to fulfill its responsibilities under this Agreement; or (3) the Trustee discontinues providing to its clients generally the type of services described in this Agreement. In the event the Trustee resigns pursuant to clause 1, such resignation shall be effective 90 days after receipt of such notice unless Committee and the Trustee agree otherwise. In the event of the Trustee’s resignation, the Company or the Committee, as the case may be, shall diligently seek to obtain a successor trustee. The Trustee shall be entitled to expenses and fees through the effective date of its resignation as Trustee. If a successor trustee is not appointed by the Company or the Committee, the Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of the Trustee in connection with such proceedings shall be allowed as administrative expenses of the Trust. The transfer of assets to a successor trustee will be completed within 60 days after receipt of the Trustee’s notice of resignation, unless the Company (or the Committee after a Change in Control) extends the time limit.

(b) The Company, by action of its Board of Directors, may remove the Trustee before a Change In Control, upon 30 days’ written notice to the Trustee, or upon shorter notice if acceptable to the Trustee but in either event, if the removal occurs during the first three years of this Agreement, the Company shall pay to the Trustee all fees (but not expenses) which would have been due the Trustee for the remainder of such initial three-year period. After a Change In Control, only the Committee shall have the right to remove the Trustee. In the event it resigns or is removed, the Trustee shall have a right to have its accounts settled as provided in Article TWELFTH hereof.

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(c) Each successor trustee shall have the powers and duties conferred upon the Trustee in this Agreement, and the term “Trustee” as used in this Agreement shall be deemed to include any successor trustee. Upon designation or appointment of a successor trustee, the Trustee shall transfer and deliver the Trust to the successor trustee, reserving such sums as the Trustee shall deem necessary to defray its expenses in settling its accounts, to pay any of its compensation due and unpaid and to discharge any obligation of the Trust for which the Trustee may be liable. If the sums so reserved are not sufficient for these purposes, the Trustee shall be entitled to recover the amount of any deficiency from either the Company or the successor trustee, or both. When the Trust shall have been transferred and delivered to the successor trustee and the accounts of the Trustee have been settled as provided in Article TWELFTH hereof, the Trustee shall be released and discharged from all further accountability or liability for the Trust and shall not be responsible in any way for the further disposition of the Trust or any part thereof.

FIFTEENTH: Amendment of Agreement; Termination of Trust . (a) Subject to Paragraph (b) of this Article FIFTEENTH and Paragraph (c)4 of Article NINTH, the Company expressly reserves the right at any time to amend or terminate this Agreement and the Trust created thereby to any extent that it may deem advisable. No amendment shall have the effect of making the Trust revocable. No amendment shall be made without the Trustee’s consent thereto in writing if, and to the extent that, the effect of such amendment is to increase the Trustee’s responsibilities hereunder. Such proposed amendment shall be delivered to the Trustee as a written instrument of amendment, duly executed and acknowledged by the Company and accompanied by a certified copy of a resolution of the Board of Directors of the Company authorizing such amendment. The Company also shall deliver to the Trustee a copy of any modifications or amendments to the Protected Plans. The Trustee’s consent shall not be required for the termination of the Trust or its removal as Trustee.

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(b) Notwithstanding any other provisions of this Agreement, only the Committee may amend provisions of this Agreement and the Trust created thereby after the date a Change In Control occurs. The Trustee, after a Change In Control, upon written advice of counsel, may amend the provisions of this Agreement to the extent required by applicable law. The Company reserves the right to amend or eliminate this Paragraph (b) of Article FIFTEENTH prior to the date of a Change In Control.

(c) The Trust may not be terminated until the date on which all participants and beneficiaries under the Protected Plans have received all benefits to which they are or may become entitled, unless the Committee consents to such a termination. In the event of such termination, the Trustee (subject to the provisions of Paragraph (d) of Article THIRD and Article SIXTEENTH hereof and reserving such sums as the Trustee shall deem necessary in settling its accounts and to discharge any obligation of the Trust for which the Trustee may be liable) shall distribute all remaining assets of the Trust in accordance with the written directions of the Company.

(d) In case any one or all of the Protected Plans are terminated in whole or in part after a Change In Control occurs, then the Trustee, subject to the provisions of Paragraph (d) of Article THIRD, and Article SIXTEENTH hereof, and reserving such sums as the Trustee shall deem necessary in settling its accounts and to discharge any obligation of the Trust for which the Trustee may be liable) shall apply or distribute the Account established with regard to such Protected Plan pursuant to Paragraph (a) of Article SECOND, in such manner and in such amounts as the Committee shall determine based upon the most recent Participant Data (as

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defined in Paragraph (b) of Article THIRD hereof) forwarded by the Company to the Trustee prior to such a Change In Control and any supplemental information furnished to the Trustee or the Committee after a Change In Control by a participant or beneficiary upon which the Committee may reasonably rely in making such a determination. After satisfying all liabilities with regard to such terminated Protected Plan, from the Account established with regard to such Protected Plan, the Committee shall direct the Trustee to distribute the remaining assets in such Account in accordance with Paragraph (c)(15) of Article SECOND. Subject to Paragraph (b) of Article SIXTEENTH, in the event of a Change In Control, the Trust shall continue in effect until the later of the fifth anniversary of the date on which a Change In Control occurs or the date upon which all of the participants’ and beneficiaries’ benefits under all of the Protected Plans have been paid or otherwise provided for. Upon termination of the Trust, the Trustee shall have a right to have its account settled as provided in Article TWELFTH hereof. Any assets remaining in the Trust after payment or provision for all benefits payable under the Protected Plan, and after the Trustee has reserved such sums as it deems necessary for the payment of its expenses and fees hereunder shall be paid in accordance with the written directions of the Committee. When the Trust assets shall have been so applied or distributed and the accounts of the Trustee shall have been so settled, the Trustee shall be released and discharged from all further accountability or liability respecting the Trust.

SIXTEENTH: Prohibition of Diversion . (a) Except as provided in Paragraph (b) below, at no time prior to the satisfaction of all liabilities with respect to the beneficiaries under this Trust shall any part of the corpus and/or income of the Trust be used for, or diverted to, purposes other than for the exclusive benefit of such beneficiaries and the assets of the Trust shall never inure to the benefit of the Company and shall be held for the exclusive purposes of providing benefits to participants in the Protected Plans and their beneficiaries and defraying reasonable expenses of administering the Protected Plans or performing any of the Trustee’s duties under this Agreement.

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(b) Notwithstanding any provision of this Agreement to the contrary, the assets of the Trust shall at all times be subject to claims of the creditors of the Company. In the event that (1) a final judicial determination is entered that the Company is unable to pay its debts as such debts mature or (2) there shall have been filed by or against the Company in any court or other tribunal either of the United States or of any State or of any other authority now or hereafter exercising jurisdiction, a petition in bankruptcy or insolvency proceedings or for reorganization or for the appointment of a receiver or trustee of all or substantially all of the Company’s property under the present or any future Federal bankruptcy code or any other present or future applicable Federal, State or other bankruptcy or insolvency statute or law, then the Trustee shall not make payments from the Trust to any participant or beneficiary, but under either of such circumstances, the Trustee shall deliver any property held in the Trust only as a court or other tribunal of competent jurisdiction may direct to satisfy the claims of the Company’s creditors. The Trustee shall resume payments under the terms of the Trust only after determining that the Company is not insolvent or after receiving a judicial decision to that effect. The Chief Financial Officer of the Company, or an officer of the Company with duties similar to those of a Chief Financial Officer, and the Board of Directors of the Company shall have the duty to inform the Trustee of the insolvency of the Company. The Trustee is empowered to retain, at the expense of the Trust, counsel and other appropriate experts, including accountants, to aid it in making any determination with regard to the Company’s insolvency under this Paragraph (b) of Article SIXTEENTH.

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SEVENTEENTH: Prohibition of Assignment of Interest . No interest, right or claim in or to any part of the Trust or any payment therefrom shall be assignable, transferable or subject to sale, mortgage, pledge, hypothecation, commutation, anticipation, garnishment, attachment, execution or levy of any kind, and the Trustee shall not recognize any attempt to assign, transfer, sell, mortgage, pledge, hypothecate, commute or anticipate the same, except to the extent required by law.

EIGHTEENTH: Affiliates . Any corporation that, directly or through one or more intermediaries, controls, is controlled by or is under common control with the Company may adopt and become a party to this Agreement by delivering to the Trustee an instrument in writing, duly executed and acknowledged, adopting and assuming jointly and severally the obligations of the Company under this Agreement and constituting and appointing the Company to be the agent and attorney in fact of such corporation for the purposes of giving or receiving notices, instructions, directions and other communications to or from the Trustee and approving the accounts of the Trustee, accompanied by duly certified copies of resolutions of the Board of Directors of such corporation adopting the Protected Plans and approving and authorizing execution, acknowledgment and delivery of such instrument and a duly certified copy of a resolution of the Board of Directors of the Company approving and consenting to the same. Notwithstanding the foregoing, no Affiliate may become a party to this Agreement without the consent of the Trustee. Notwithstanding the foregoing, no Affiliate may become a party to this Agreement after a Change In Control.

NINETEENTH: Miscellaneous . (a) This Agreement shall be interpreted, construed and enforced, and the trust hereby created shall be administered, in accordance with the laws of the United States and of the State of New York. Nothing in this Agreement shall be construed to subject either the Trust created hereunder or the Protected Plans to the Employee Retirement Income Security Act of 1974, as amended.

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(b) The titles to Articles of this Agreement are placed herein for convenience of reference only, and the Agreement is not to be construed by reference thereto.

(c) This Agreement shall bind and inure to the benefit of the successors and assigns of the Company and the Trustee, respectively and the Protected Plans.

(d) This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original but all of which together shall constitute but one instrument, which may be sufficiently evidenced by any counterpart.

(e) If any provision of this Agreement is determined to be invalid or unenforceable the remaining provisions shall not for that reason alone also be determined to be invalid or unenforceable.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their respective names by their duly authorized officers as of the day and year first above written.

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EXHIBIT A

Authorization Pursuant to

Paragraph (c) of Article EIGHTH of

Albemarle Corporation Benefits Protection Trust

This is to authorize the Committee under the Albemarle Corporation Benefits Protection Trust (the “Trust”), to institute and maintain legal proceedings against the Company (as defined in the Trust) or other appropriate person or entity to assert the following claim on my behalf: [ nature of claim ]. The Committee shall have the powers and be subject to the procedures set forth in Paragraph (c) of Article EIGHTH of the Trust.

Any proceedings by the Committee under this authorization may be initiated in my name as a plaintiff (or as a member of a class) or in the name of the Committee, or both, as the Committee determines is necessary or appropriate at the time proceedings are commenced.

Participant

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EXHIBIT B

Revocation of Authorization

Pursuant to Paragraph (c) of Article EIGHTH of

Albemarle Corporation Benefits Protection Trust

This is to notify you that I revoke any prior authorization I have given to the Committee of the Albemarle Corporation Benefits Protection Trust (the “Trust”) to maintain legal proceedings against the Company (as defined in the Trust) or other appropriate person or entity to assert the following claim on my behalf: [ nature of claim ].

I understand that this Revocation of Authorization is conditioned upon, and shall not be effective until, the appointment by me of my own counsel and the appearance of that counsel in any legal proceeding on my behalf in lieu of counsel retained by the Committee. I understand further that, upon the occurrence of these conditions, the Committee shall have no obligation to proceed further on my behalf, or to pay any costs or expenses incurred after the delivery of this Revocation of Authorization.

Participant

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EXHIBIT C

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For purposes of this paragraph 1.a. and other provisions of this Agreement, the following terms shall have the meanings set forth below:

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EXHIBIT D

Execution of Purchases and Sales of Securities Issued by the Company or its Affiliates (“Company Stock”)

(a) Transactions. Purchases and sales of Company Stock shall be made on the date on which the Trustee receives from the Company in good order all information and documentation necessary to accurately effect such purchases and sales (or, in the case of purchases, the subsequent date on which the Trustee has received a wire transfer of the funds necessary to make such purchases). Purchases and sales of Company Stock shall be made on the open market as necessary unless the following applies:

(i) The Trustee is unable to determine the number of shares required to be purchased or sold on such day; or

(ii) If the Trustee is unable to purchase or sell the total number of shares required to be purchased or sold on such day as a result of market conditions; or

(iii) If the Trustee is prohibited by the Securities and Exchange Commission, the New York Stock Exchange, or any other regulatory body form purchasing or selling any or all of the shares required to be purchased or sold on such days.

In the event of the occurrence of the circumstances described in (i), (ii) or (iii) above, the Trustee shall purchase or sell such shares as soon as possible thereafter and shall determine the price of such purchases or sales to be the average purchase or sales price of all such shares purchased or sold, respectively. The Trustee may follow written directions from the Company to deviate from the above purchase and sale procedures.

(b) Use of an Affiliated Broker. The Company hereby directs the Trustee to use Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”) to provide brokerage services in connection with any purchase or sale of Company Stock. The provision of brokerage services shall be subject to the following:

(i) To the extent such services are utilized, as consideration for such brokerage services, the Company agrees that MLPF&S shall be entitled to remuneration under the authorization provision in accordance with its normal fee schedule.

(ii) Any successor organization of MLPF&S, through reorganization, consolidation, merger or similar transactions, shall, upon consummation of such transaction, become the successor broker in accordance with the terms of this authorization provision.

(iii) The Trustee and MLPF&S shall continue to rely on this authorization provision until notified to the contrary. The Company reserves the right to terminate this authorization upon sixty (60) days written notice to MLPF&S (or its successor) and the Trustee.

(c) Securities Law Registration and Reports. The Company shall be responsible for filing appropriate registration forms and all other reports required under Federal or state securities laws with respect to the Trust’s ownership of Company Stock, including, without limitation, any reports required under section 13 or 16 of the Securities Exchange Act of 1934, and shall immediately notify the Trustee in writing of any requirement to stop purchases or sales of Company Stock pending the filing of any report. The Company shall be responsible for the registration of any Plan interests required under Federal or state securities laws. The Trustee shall provide to the Company such information on the Trust’s ownership of Company Stock as the Company may reasonably request in order to comply with Federal or state securities

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SCHEDULE 1

Protected Plans

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SCHEDULE 2

TRUSTEE’S FEES

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SCHEDULE 3

COMMITTEE FEES

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