EXECUTION
      VERSION

     

    AMENDED
      AND RESTATED PLEDGE AGREEMENT

     

    Dated
      as
      of July 31, 2007

     

    From

     

    The
      Pledgors referred to herein

     

    as
      Pledgors

     

    to

     

    Citibank,
      N.A.

     

    as
      Agent

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

     

    
      	
              Section

            	 	 	 	
              Page

            
	
              Section
                1.

            	 	
              Definitions

            	 	
              3

            
	
              Section
                2.

            	 	
              Grant
                of Security

            	 	
              6

            
	
              Section
                3.

            	 	
              Security
                for Obligations

            	 	
              6

            
	
              Section
                4.

            	 	
              Pledgors
                Remain Liable

            	 	
              7

            
	
              Section
                5.

            	 	
              Delivery
                and Control of Security Collateral

            	 	
              7

            
	
              Section
                6.

            	 	
              Representations
                and Warranties

            	 	
              7

            
	
              Section
                7.

            	 	
              Further
                Assurances

            	 	
              8

            
	
              Section
                8.

            	 	
              Post-Closing
                Changes

            	 	
              10

            
	
              Section
                9.

            	 	
              Voting
                Rights; Dividends; Etc.

            	 	
              10

            
	
              Section
                10.

            	 	
              Transfers
                and Other Liens; Additional Shares

            	 	
              11

            
	
              Section
                11.

            	 	
              Agent
                Appointed Attorney-in-Fact

            	 	
              11

            
	
              Section
                12.

            	 	
              Agent
                May Perform

            	 	
              12

            
	
              Section
                13.

            	 	
              Remedies

            	 	
              12

            
	
              Section
                14.

            	 	
              Indemnity
                and Expenses

            	 	
              13

            
	
              Section
                15.

            	 	
              Amendments;
                Waivers; Additional Pledgors; Etc.

            	 	
              14

            
	
              Section
                16.

            	 	
              Notices,
                Etc.

            	 	
              14

            
	
              Section
                17.

            	 	
              Continuing
                Security Interest; Assignments Under the Credit Agreement

            	 	
              14

            
	
              Section
                18.

            	 	
              Release;
                Termination

            	 	
              15

            
	
              Section
                19.

            	 	
              Reference
                to and Effect on the Pledge Agreement

            	 	
              15

            
	
              Section
                      20.

            	 	
              Execution
                in Counterparts

            	 	
              15

            
	
              Section
                21.

            	 	
              Jurisdiction,
                Etc.

            	 	
              15

            
	
              Section
                22.

            	 	
              Governing
                Law

            	 	
              16

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedules

     

    
      	
              Schedule I

            	
              -

            	
              Type
                of Organization, Jurisdiction Of Organization and Organizational
                Identification Number

            
	 	 	 
	
              Schedule II

            	
              -

            	
              Pledged
                Equity

            
	 	 	 
	
              Schedule III

            	
              -

            	
              Changes
                in Name, Etc.

            


    

     

    Exhibit

     

    
      	
              Exhibit A

            	
              -

            	
              Form
                of Pledge Agreement Supplement

            


    

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    

       

      AMENDED
        AND RESTATED PLEDGE AGREEMENT

       

      AMENDED
        AND RESTATED PLEDGE AGREEMENT dated as of July 31, 2007 (the “Agreement”)
        made
        by Chemtura Corporation, a Delaware corporation (the “Borrower”),
        the
        other Persons listed on the signature pages hereof and the Additional Pledgors
        (as defined in Section 15) (the Borrower, the Persons so listed and the
        Additional Pledgors being, collectively, the “Pledgors”),
        to
        Citibank, N.A., as Agent (as such term is defined in the Credit Agreement
        (as
        hereinafter defined)). Capitalized terms defined in the Credit Agreement
        and not
        otherwise defined in Section 1 of this Agreement are used in this Agreement
        as
        defined in the Credit Agreement. 

       

      PRELIMINARY
        STATEMENTS.

       

      (1) The
        Borrower has entered into a Credit Agreement dated as of July 1, 2005 with
        the
        Lenders and the Agent, which is being amended and restated as of the date
        hereof
        (said Agreement, as it may hereafter be further amended, amended and restated,
        supplemented or otherwise modified from time to time, being the “Credit
        Agreement”).

       

      (2) The
        Security Period commenced on May 15, 2007, and pursuant to Section 5.01(j)
        of
        the Credit Agreement, the Pledgors entered into a Pledge Agreement on June
        14,
        2007 in order to grant to the Agent for the ratable benefit of the Secured
        Parties a security interest in the Collateral (the “Existing
        Pledge Agreement”).

       

      (3) In
        connection with the amendment and restatement of the Credit Agreement, the
        Pledgors are entering into this Agreement, which, on the terms and conditions
        set forth herein, shall amend and restate the Existing Pledge Agreement in
        its
        entirety as of the date hereof.

       

      (4) Each
        Pledgor is the owner of the shares of stock or other Equity Interests set
        forth
        opposite such Pledgor’s name on and as otherwise described in Schedule II
        hereto and issued by the Persons identified as an “Issuer” therein (the
“Initial
        Pledged Equity”).

       

      (5) Each
        Pledgor has derived or will derive substantial direct and indirect benefit
        from
        the transactions contemplated by the Loan Documents.

       

      NOW,
        THEREFORE, in consideration of the premises, each Pledgor hereby agrees with
        the
        Agent for the ratable benefit of the Secured Parties as follows:

       

      Section
        1. Definitions
        Unless
        otherwise defined in this Agreement or in the Credit Agreement, terms defined
        in
        Article 8 or 9 of the UCC (as defined below) are used in this Agreement as
        such
        terms are defined in such Article 8 or 9. “UCC”
means
        the Uniform Commercial Code as in effect, from time to time, in the State
        of New
        York; provided
        that, if
        perfection or the effect of perfection or non-perfection or the priority
        of any
        security interest in any Collateral is governed by the Uniform Commercial
        Code
        as in effect in a jurisdiction other than the State of New York, “UCC”
means
        the Uniform Commercial Code as in effect from time to time in such other
        jurisdiction for purposes of the provisions hereof relating to such perfection,
        effect of perfection or non-perfection or priority. As used in this Agreement,
        the following terms shall have the following meanings (such meanings to be
        equally applicable to both the singular and plural forms of the terms
        defined):

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      “2009
        Indenture Basket”
shall
        mean, at any time, the greater of (i) 15% of the consolidated total assets
        of
        the “Company” and its consolidated “Subsidiaries”, as each such term is defined
        in the indenture dated as of July 16, 1999, between the Borrower (as successor
        in interest to Great Lakes Chemical Corporation) and The First National Bank
        of
        Chicago, as trustee, as amended from time to time (the “2009
        Indenture”),
        and
        (ii) the amount of obligations permitted to be incurred and secured by the
        Borrower and its Subsidiaries pursuant to the 2009 Indenture without the
        requirement to equally and ratably secure any of the notes issued pursuant
        to
        such indenture.

       

      “2016
        Indenture Basket”
shall
        mean, at any time, the greater of (i) 15% of the “Consolidated Net Tangible
        Assets” of the “Company”, as each such term is defined in the indenture dated as
        of April 24, 2006, between the Borrower and Wells Fargo Bank, N.A., as trustee,
        as amended from time to time (the “2016
        Indenture”),
        and
        (ii) the amount of obligations permitted to be incurred and secured by the
        Borrower and its Subsidiaries pursuant to the 2016 Indenture without the
        requirement to equally and ratably secure any of the notes issued pursuant
        to
        the 2016 Indenture.

       

      “2026
        Indenture Basket”
shall
        mean at any time, the greater of (i) 10% of the “Consolidated Net Tangible
        Assets”, as such term is defined in the indenture dated as of February 1, 1993,
        between the Borrower and JPMorgan Chase Bank, N.A. (formerly known as The
        Chase
        Manhattan Bank, N.A.), as trustee, as amended from time to time (the
“2026
        Indenture”),
        and
        (ii) the amount of obligations permitted to be incurred and secured by the
        Borrower and its Subsidiaries pursuant to the 2026 Indenture without the
        requirement to equally and ratably secure any of the notes issued pursuant
        to
        the 2026 Indenture.

       

      “Borrower”
shall
        have the meaning specified in the recital of parties to this
        Agreement.

       

      “Collateral”
shall
        have the meaning specified in Section 2.

       

      “Credit
        Agreement”
shall
        have the meaning specified in the preliminary statements hereto.

       

      “Dividends”
shall
        mean all dividends, including without limitation:

       

      (A) dividends
        and other distributions paid or payable other than in cash in respect of,
        and
        instruments and other property received, receivable or otherwise distributed
        in
        respect of, or in exchange for, any Security Collateral,

       

      (B) dividends
        and other distributions paid or payable in cash in respect of any Security
        Collateral in connection with a partial or total liquidation or dissolution
        or
        in connection with a reduction of capital, capital surplus or paid-in-surplus
        and

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      (C) cash
        paid, payable or otherwise distributed in redemption of, or in exchange for,
        any
        Security Collateral.

       

      “Equity
        Interests”
means,
        with respect to any Person, shares of capital stock of (or other ownership
        or
        profit interests in) such Person.

       

      “Initial
        Pledged Equity”
shall
        have the meaning specified in the preliminary statements hereto.

       

      “Lowest
        Indenture Basket”
shall
        mean, on any day, the amount equal to the lowest of the 2009 Indenture Basket,
        the 2016 Indenture Basket and the 2026 Indenture Basket.

       

      “Pledged
        Equity”
shall
        have the meaning specified in Section 2(a)(ii).

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      “Pledgors”
shall
        have the meaning specified in the recital of Parties to this
        Agreement.

       

      “Secured
        Obligations”
means
        the obligations of each Loan Party under the Loan Documents; provided
        that in
        no event shall the aggregate amount of Secured Obligations exceed the Lowest
        Indenture Basket.

       

      “Secured
        Parties”
shall
        mean the Lenders and the Agent.

       

      “Security
        Collateral”
shall
        have the meaning specified in Section 2(a).

       

      Section
        2. Grant
        of Security.
        Each
        Pledgor hereby grants to the Agent, for the equal and ratable benefit of
        the
        Secured Parties, a security interest in such Pledgor’s right, title and interest
        in and to the following, in each case, as to each type of property described
        below, whether now owned or hereafter acquired by such Pledgor, wherever
        located, and whether now or hereafter existing or arising (collectively,
        the
“Collateral”):

       

      (a) the
        following (the “Security
        Collateral”):

       

      (i) the
        Initial Pledged Equity and the certificates, if any, representing the Initial
        Pledged Equity, and all Dividends, distributions, return of capital, cash,
        instruments and other property from time to time received, receivable or
        otherwise distributed in respect of or in exchange for any or all of the
        Initial
        Pledged Equity;

       

      (ii) all
        additional shares of stock and other Equity Interests of or in any issuer
        of the
        Initial Pledged Equity or any successor entity from time to time acquired
        by
        such Pledgor in any manner (such shares and other Equity Interests, together
        with the Initial Pledged Equity, being the “Pledged
        Equity”),
        and
        the certificates, if any, representing such additional shares or other Equity
        Interests, and all Dividends, distributions, return of capital, cash,
        instruments and other property from time to time received, receivable or
        otherwise distributed in respect of or in exchange for any or all of such
        shares
        or other Equity Interests; and

       

      (b) all
        proceeds of, collateral for and supporting obligations relating to, any and
        all
        of the Collateral (including, without limitation, proceeds, collateral and
        supporting obligations that constitute property of the types described in
        clause (a) of this Section 2 and this clause (b)) and, to the
        extent not otherwise included, all (A) payments under insurance (whether or
        not the Agent is the loss payee thereof), or any indemnity, warranty or
        guaranty, payable by reason of loss or damage to or otherwise with respect
        to
        any of the foregoing Collateral and (B) cash;

       

      provided,
        however,
        that
        Collateral shall not include, and the security interest granted under this
        Agreement shall not attach to, more than 66% of the Equity Interests in a
        CFC or
        a CFC Holdco.

       

      Section
        3. Security
        for Obligations.
        This
        Agreement secures, in the case of each Pledgor, the payment of all the Secured
        Obligations.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      Section
        4. Pledgors
        Remain Liable.
        Anything herein to the contrary notwithstanding, (a) each Pledgor shall
        remain liable under the contracts and agreements included in such Pledgor’s
        Collateral to the extent set forth therein to perform all of its duties and
        obligations thereunder to the same extent as if this Agreement had not been
        executed, (b) the exercise by the Agent of any of the rights hereunder
        shall not release any Pledgor from any of its duties or obligations under
        the
        contracts and agreements included in the Collateral and (c) no Secured
        Party shall have any obligation or liability under the contracts and agreements
        included in the Collateral by reason of this Agreement or any other Loan
        Document, nor shall any Secured Party be obligated to perform any of the
        obligations or duties of any Pledgor thereunder or to take any action to
        collect
        or enforce any claim for payment assigned hereunder.

       

      Section
        5. Delivery
        and Control of Security Collateral.
        a.  All certificates or instruments representing or evidencing
        Collateral shall be delivered to and held by or on behalf of the Agent pursuant
        hereto and shall be in suitable form for transfer by delivery, or shall be
        accompanied by duly executed instruments of transfer or assignment in blank,
        all
        in form and substance reasonably satisfactory to the Agent. The Agent shall
        have
        the right, at any time while an Event of Default is continuing and without
        notice to any Pledgor, to transfer to or to register in the name of the Agent
        or
        any of its nominees any or all of the Security Collateral, subject only to
        the
        revocable rights specified in Section 9(a). In addition, the Agent shall
        have the right, at any time while an Event of Default is continuing, to exchange
        certificates or instruments representing or evidencing Security Collateral
        for
        certificates or instruments of smaller or larger denominations.

       

      (a) With
        respect to any Security Collateral in which any Pledgor has any right, title
        or
        interest and that constitutes an uncertificated security, upon the request
        of
        the Agent during an Event of Default, such Pledgor will cause the issuer
        thereof
        either (i) to register the Agent as the registered owner of such security
        or (ii) to agree in an authenticated record with such Pledgor and the Agent
        that such issuer will comply with instructions with respect to such security
        originated by the Agent without further consent of such Pledgor, such
        authenticated record to be in form and substance reasonably satisfactory
        to the
        Agent.

       

      (b) With
        respect to any Security Collateral in which any Pledgor has any right, title
        or
        interest and that is not an uncertificated security, upon the request of
        the
        Agent upon the occurrence and during the continuance of an Event of Default,
        such Pledgor will notify each such issuer of Pledged Equity that such Pledged
        Equity is subject to the security interest granted hereunder.

       

      Section
        6. Representations
        and Warranties.
        Each
        Pledgor represents and warrants as follows:

       

      (a) Such
        Pledgor’s exact legal name, as defined in Section 9-503(a) of the UCC, is
        correctly set forth in Schedule I hereto. The information set forth in
        Schedule I hereto with respect to such Pledgor is true and accurate in all
        respects. Such Pledgor has not previously changed its name, type of
        organization, jurisdiction of organization or organizational identification
        number during the past year from those set forth in Schedule I hereto
        except as disclosed in Schedule III hereto.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      (b) All
        Security Collateral consisting of certificated securities has been delivered
        to
        the Agent.

       

      (c) Such
        Pledgor is the legal and beneficial owner of the Collateral of such Pledgor
        free
        and clear of any Lien, claim, option or right of others, except for the security
        interest created under this Agreement or permitted under the Loan Documents.
        No
        effective financing statement or other instrument similar in effect covering
        all
        or any part of such Collateral or listing such Pledgor or any trade name
        of such
        Pledgor as debtor with respect to such Collateral is on file in any recording
        office, except such as may have been filed in favor of the Agent relating
        to the
        Loan Documents.

       

      (d) To
        the
        extent applicable, the Pledged Equity pledged by such Pledgor hereunder has
        been
        duly authorized and validly issued and is fully paid and
        non-assessable.

       

      (e) The
        Initial Pledged Equity pledged by such Pledgor constitutes the percentage
        of the
        issued and outstanding Equity Interests of the issuers thereof indicated
        on
        Schedule II hereto.

       

      (f) As
        of the
        date hereof, all filings and other actions (including without limitation,
        actions necessary to obtain control of Collateral as provided in Section
        9-106
        of the UCC) necessary to perfect the security interest in the Collateral
        of such
        Pledgor created under this Agreement have been duly made or taken and are
        in
        full force and effect, and this Agreement creates in favor of the Agent for
        the
        benefit of the Secured Parties a valid and, together with such filings and
        other
        actions, perfected first priority security interest in the Collateral of
        such
        Pledgor, securing the payment of the Secured Obligations.

       

      (g) No
        authorization or approval or other action by, and no notice to or filing
        with,
        any governmental authority or regulatory body or any other third party is
        required for (i) the grant by such Pledgor of the security interest granted
        hereunder or for the execution, delivery or performance of this Agreement
        by
        such Pledgor, (ii) the perfection or maintenance of the security interest
        created hereunder (including the first priority nature of such security
        interest), except for the filing of financing and continuation statements
        under
        the UCC, which financing statements have been duly filed and are in full
        force
        and effect, and the actions described in Section 5 with respect to Security
        Collateral, which actions have been taken and are in full force and effect
        or
        (iii) the exercise by the Agent of its voting or other rights provided for
        in this Agreement or the remedies in respect of the Collateral pursuant to
        this
        Agreement, except as may be required in connection with the disposition of
        any
        portion of the Security Collateral by laws affecting the offering and sale
        of
        securities generally.

       

      Section
        7. Further
        Assurances.
        b. Each
        Pledgor agrees that from time to time, at the expense of such
        Pledgor:

       

      (i) such
        Pledgor will file such financing or continuation statements, or amendments
        thereto, and such other instruments or notices, as may be necessary or
        desirable, or as the Agent may request, in order to perfect and preserve
        the
        security interest in the Collateral granted or purported to be granted by
        such
        Pledgor hereunder;

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      (ii) such
        Pledgor will promptly execute and deliver, or otherwise authenticate, all
        further instruments and documents, and take all further action that may be
        necessary or desirable, and that the Agent may reasonably request, in order
        to
        perfect and protect any pledge or security interest granted or purported
        to be
        granted by such Pledgor hereunder or to enable the Agent to exercise and
        enforce
        its rights and remedies hereunder with respect to any Pledged Equity of such
        Pledgor. Without limiting the generality of the foregoing, each Pledgor will
        promptly with respect to Pledged Equity of such Pledgor: (A) deliver and
        pledge to the Agent for benefit of the Secured Parties certificates representing
        Security Collateral that constitutes certificated securities, accompanied
        by
        undated stock or bond powers executed in blank; provided,
        however,
        that
        such Pledgor shall have thirty days from the date hereof (or such longer
        period
        as may be agreed by the Agent) to deliver to the Agent certificates representing
        foreign Security Collateral that constitutes certificated securities; (B)
        take
        all action necessary to ensure that the Agent has control of Collateral
        consisting of investment property as provided in Section 9-106 of the UCC;
        and (C) deliver to the Agent evidence that all other action that the Agent
        may
        deem reasonably necessary or desirable in order to perfect and protect the
        security interest created by such Pledgor under this Agreement has been taken;
        and

       

      (iii) if
        an
        Event of Default shall have occurred and be continuing, such Pledgor will
        promptly execute and deliver, or otherwise authenticate, all further instruments
        and documents, and take all further action that may be necessary or desirable,
        and that the Agent may reasonably request, in order to perfect and protect
        any
        pledge or security interest granted or purported to be granted by such Pledgor
        hereunder or to enable the Agent to exercise and enforce its rights and remedies
        hereunder with respect to any Collateral of such Pledgor (other than the
        Pledged
        Equity referred to in Section 7(a)(ii)). Without limiting the generality
        of the
        foregoing, each Pledgor will promptly with respect to Collateral of such
        Pledgor: (A) if any such Collateral shall be evidenced by a promissory note
        or
        other instrument, deliver and pledge to the Agent hereunder such note or
        instrument duly indorsed and accompanied by duly executed instruments of
        transfer or assignment, all in form and substance satisfactory to the Agent;
        (B) deliver and pledge to the Agent for benefit of the Secured Parties
        certificates representing Security Collateral that constitutes certificated
        securities, accompanied by undated stock or bond powers executed in blank;
        (C)
        take all action necessary to ensure that the Agent has control of Collateral
        consisting of investment property as provided in Section 9-106 of the UCC;
        and (D) deliver to the Agent evidence that all other action that the Agent
        may
        deem reasonably necessary or desirable in order to perfect and protect the
        security interest created by such Pledgor under this Agreement has been
        taken.

       

      (b) Each
        Pledgor hereby authorizes the Agent to file one or more financing or
        continuation statements in any jurisdiction and with any filing office, each
        indicating the collateral that such financing statement covers (as described
        in
        Exhibit B hereto), and amendments thereto, in each case without the signature
        of
        such Pledgor, and regardless of whether any particular asset described in
        such
        financing statements falls within the scope of the UCC or the granting clause
        of
        this Agreement. A photocopy or other reproduction of this Agreement or any
        financing statement covering the Collateral or any part thereof shall be
        sufficient as a financing statement where permitted by law. Each Pledgor
        ratifies its authorization for the Agent to have filed such financing
        statements, continuation statements or amendments filed prior to the date
        hereof.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      (c) Each
        Pledgor will furnish to the Agent from time to time statements and schedules
        further identifying and describing the Collateral of such Pledgor and such
        other
        reports in connection with such Collateral as the Agent may reasonably request,
        all in reasonable detail.

       

      Section
        8. Post-Closing
        Changes.
        No
        Pledgor will change its name, type of organization, jurisdiction of organization
        or organizational identification number from those set forth in
        Section 5(a) without first giving at least 15 days’ prior written notice to
        the Agent and taking all action required by the Agent for the purpose of
        perfecting or protecting the security interest granted by this Agreement.
        No
        Pledgor will become bound by a security agreement relating to the Collateral
        that is authenticated by another Person (determined as provided in
        Section 9-203(d) of the UCC) without giving the Agent 15 days’ prior
        written notice thereof and taking all action reasonably required by the Agent
        to
        ensure that the perfection and first priority nature of the Agent’s security
        interest in the Collateral will be maintained. Each Pledgor will hold and
        preserve its records relating to the Collateral and will permit representatives
        of the Agent at any time during normal business hours to inspect and make
        abstracts from such records and other documents. If the Pledgor does not
        have an
        organizational identification number and later obtains one, it will forthwith
        notify the Agent of such organizational identification number.

       

      Section
        9. Voting
        Rights; Dividends; Etc. (a) So
        long
        as no Default under Section 6.01(e) of the Credit Agreement or an Event of
        Default shall have occurred and be continuing:

       

      (i) Each
        Pledgor shall be entitled to exercise any and all voting and other consensual
        rights pertaining to the Security Collateral of such Pledgor or any part
        thereof
        for any purpose; provided however,
        that
        such Pledgor will not exercise or refrain from exercising any such right
        if such
        action would have a material adverse effect on the value of the Security
        Collateral.

       

      (ii) Each
        Pledgor shall be entitled to receive, retain and use any and all Dividends
        and
        other distributions paid in respect of the Security Collateral of such Pledgor
        if and to the extent that the payment thereof is not otherwise prohibited
        by the
        terms of the Loan Documents.

       

      (iii) The
        Agent
        will execute and deliver (or cause to be executed and delivered) to each
        Pledgor
        all such proxies and other instruments as such Pledgor may reasonably request
        for the purpose of enabling such Pledgor to exercise the voting and other
        rights
        that it is entitled to exercise pursuant to paragraph (i) above and to
        receive the Dividends or other payments that it is authorized to receive
        and
        retain pursuant to paragraph (ii) above.

       

      
        
          
          

        

        
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      (b) Upon
        the
        occurrence and during the continuance of a Default under Section 6.01(e) of
        the Credit Agreement or an Event of Default:

       

      (i) All
        rights of each Pledgor (x) to exercise or refrain from exercising the
        voting and other consensual rights that it would otherwise be entitled to
        exercise pursuant to Section 9(a)(i) shall, upon notice to such Pledgor by
        the Agent, cease and (y) to receive the Dividends, interest and other
        distributions that it would otherwise be authorized to receive and retain
        pursuant to Section 9(a)(ii) shall upon notice to such Pledgor by the
        Agent, cease, and all such rights shall thereupon become vested in the Agent,
        which shall thereupon have the sole right to exercise or refrain from exercising
        such voting and other consensual rights and to receive and hold as Security
        Collateral such Dividends, interest and other distributions.

       

      (ii) All
        Dividends, interest and other distributions that are received by any Pledgor
        contrary to the provisions of paragraph (i) of this Section 9(b) shall
        be received in trust for the benefit of the Agent, shall be segregated from
        other funds of such Pledgor and shall be forthwith paid over to the Agent
        as
        Security Collateral in the same form as so received (with any necessary
        indorsement).

       

      Section
        10. Transfers
        and Other Liens; Additional Shares.
        (a) Each
        Pledgor agrees that it will not (i) sell, assign or otherwise dispose of
        any of the Collateral, other than sales, assignments and other dispositions
        of
        Collateral, and options relating to Collateral, not prohibited under the
        terms
        of the Loan Documents, or (ii) create or suffer to exist any Lien upon or
        with respect to any of the Collateral of such Pledgor except for the pledge,
        assignment and security interest created under this Agreement or Permitted
        Liens.

       

      (b) Each
        Pledgor agrees that it will (i) cause each issuer of the Pledged Equity
        pledged by such Pledgor not to issue any Equity Interests or other securities
        in
        addition to or in substitution for the Pledged Equity issued by such issuer,
        except to such Pledgor, and (ii) pledge hereunder, immediately upon its
        acquisition (directly or indirectly) thereof, any and all additional Equity
        Interests or other securities of each issuer of the Pledged Equity.

       

      Section
        11. Agent
        Appointed Attorney-in-Fact.
        Each
        Pledgor hereby irrevocably appoints the Agent such Pledgor’s attorney-in-fact,
        with full authority in the place and stead of such Pledgor and in the name
        of
        such Pledgor or otherwise, from time to time, if an Event of Default shall
        have
        occurred and be continuing, in the Agent’s discretion, to take any action and to
        execute any instrument that the Agent may deem necessary or advisable to
        accomplish the purposes of this Agreement, including, without
        limitation:

       

      (a) to
        ask
        for, demand, collect, sue for, recover, compromise, receive and give acquittance
        and receipts for moneys due and to become due under or in respect of any
        of the
        Collateral,

       

      (b) to
        receive, indorse and collect any drafts or other instruments or documents,
        in
        connection with clause (a) above, and

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      (c) to
        file
        any claims or take any action or institute any proceedings that the Agent
        may
        deem necessary or desirable for the collection of any of the Collateral or
        otherwise to enforce the rights of the Agent with respect to any of the
        Collateral.

       

      Section
        12. Agent
        May Perform.
        If any
        Pledgor fails to perform any agreement contained herein, the Agent may, as
        the
        Agent deems necessary to protect the security interest granted hereunder
        in the
        Collateral or to protect the value thereof, but without any obligation to
        do so
        and without notice, itself perform, or cause performance of, such agreement,
        and
        the expenses of the Agent incurred in connection therewith shall be payable
        by
        such Pledgor under Section 14.

       

      Section
        13. Remedies.
        If any
        Event of Default shall have occurred and be continuing:

       

      (a) The
        Agent
        may exercise in respect of the Collateral, in addition to other rights and
        remedies provided for herein or otherwise available to it, all the rights
        and
        remedies of a secured party upon default under the UCC (whether or not the
        UCC
        applies to the affected Collateral) and also may: (i)  without notice
        except as specified below, sell the Collateral or any part thereof in one
        or
        more parcels at public or private sale, at any of the Agent’s offices or
        elsewhere, for cash, on credit or for future delivery, and upon such other
        terms
        as the Agent may deem commercially reasonable; and (ii) exercise any and
        all rights and remedies of any of the Pledgors under or in connection with
        the
        Collateral, or otherwise in respect of the Collateral, including, without
        limitation, those set forth in Section 9-607 of the UCC. Each Pledgor
        agrees that, to the extent notice of sale shall be required by law, at least
        ten
        days’ notice to such Pledgor of the time and place of any public sale or the
        time after which any private sale is to be made shall constitute reasonable
        notification. The Agent shall not be obligated to make any sale of Collateral
        regardless of notice of sale having been given. The Agent may adjourn any
        public
        or private sale from time to time by announcement at the time and place fixed
        therefor, and such sale may, without further notice, be made at the time
        and
        place to which it was so adjourned.

       

      (b) Any
        cash
        held by or on behalf of the Agent and all cash proceeds received by or on
        behalf
        of the Agent in respect of any sale of, collection from, or other realization
        upon all or any part of the Collateral may, in the discretion of the Agent,
        be
        held by the Agent as collateral for, and/or then or at any time thereafter
        applied (after payment of any amounts payable to the Agent pursuant to
        Section 14) in whole or in part by the Agent for the ratable benefit of the
        Secured Parties against, all or any part of the Secured Obligations, in the
        following manner:

       

      (i) first,
        paid to
        the Agent for any amounts then owing to the Agent pursuant to the Loan
        Documents; and

       

      (ii) second,
        an
        amount equal to the remaining outstanding Secured Obligations shall be paid
        to
        the Agent for the account of the Lenders.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      Any
        surplus of such cash or cash proceeds held by or on the behalf of the Agent
        and
        remaining after payment in full of all the Secured Obligations shall be paid
        over to the applicable Pledgor or to whomsoever may be lawfully entitled
        to
        receive such surplus.

       

      (c) Any
        amounts due and payable to the Lenders pursuant to Section 13(b) shall be
        ratably (A) paid to the Lenders for any amounts then owing to them, in
        their capacities as such, under the Loan Documents ratably in accordance
        with
        such respective amounts then owing to such Lenders and (B) deposited as
        Collateral in the L/C Cash Deposit Account up to an amount equal to 100%
        of the
        aggregate Available Amount of all outstanding Letters of Credit in accordance
        with Section 6.02 of the Credit Agreement.

       

      (d) For
        purposes of applying payments received in accordance with this Section 13,
        the
        Agent shall be entitled to rely upon the Agent for a determination of the
        outstanding Secured Obligations owed to the Lenders.

       

      (e) All
        payments received by any Pledgor in respect of the Collateral shall be received
        in trust for the benefit of the Agent, shall be segregated from other funds
        of
        such Pledgor and shall be forthwith paid over to the Agent in the same form
        as
        so received (with any necessary indorsement).

       

      (f) Notwithstanding
        anything to the contrary herein, this Agreement may be enforced only by the
        action of the Agent acting upon the instructions of the Required Lenders
        and no
        other Lender shall have any right individually to seek to enforce or to enforce
        this Agreement or to realize upon the security to be granted hereby, it being
        understood and agreed that such rights and remedies may be exercised by the
        Agent or the holders of at least a majority of the outstanding other Secured
        Obligations, as the case may be, for the benefit of the Lenders upon the
        terms
        of this Agreement.

       

      Section
        14. Indemnity
        and Expenses.
        (a) Each
        Pledgor agrees to indemnify, defend and save and hold harmless each Secured
        Party and each of their Affiliates and their respective officers, directors,
        employees, agents and advisors (each, an “Indemnified
        Party”)
        from
        and against, and shall pay on demand, any and all claims, damages, losses,
        liabilities and expenses (including, without limitation, reasonable fees
        and
        expenses of counsel) that may be incurred by or asserted or awarded against
        any
        Indemnified Party, in each case arising out of or in connection with or
        resulting from this Agreement (including, without limitation, enforcement
        of
        this Agreement), except to the extent such claim, damage, loss, liability
        or
        expense is found in a final, non-appealable judgment by a court of competent
        jurisdiction to have resulted from such Indemnified Party’s gross negligence or
        willful misconduct.

       

      (b) Each
        Pledgor will upon demand pay to the Agent the amount of any and all reasonable
        expenses, including, without limitation, the reasonable fees and expenses
        of its
        counsel and of any experts and agents, that the Agent may incur in connection
        with (i) the administration of this Agreement, (ii) the custody or
        preservation of, or the sale of, collection from or other realization upon,
        any
        of the Collateral of such Pledgor, (iii) the exercise or enforcement of any
        of the rights of the Agent or the other Secured Parties hereunder or
        (iv) the failure by such Pledgor to perform or observe any of the
        provisions hereof.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      Section
        15. Amendments;
        Waivers; Additional Pledgors; Etc.
        c. No
        amendment or waiver of any provision of this Agreement, and no consent to
        any
        departure by any Pledgor herefrom, shall in any event be effective unless
        the
        same shall be in writing and signed by the Agent (and, in the case of any
        amendment of any provision of this Agreement, each Pledgor), and then such
        waiver or consent shall be effective only in the specific instance and for
        the
        specific purpose for which given. No failure on the part of the Agent or
        any
        other Secured Party to exercise, and no delay in exercising any right hereunder,
        shall operate as a waiver thereof; nor shall any single or partial exercise
        of
        any such right preclude any other or further exercise thereof or the exercise
        of
        any other right.

       

      (a) Upon
        the
        execution and delivery, or authentication, by any Person of a pledge agreement
        supplement in substantially the form of Exhibit A hereto (each a “Pledge
        Agreement Supplement”),
        (i) such Person shall be referred to as an “Additional
        Pledgor”
and
        shall be and become a Pledgor hereunder, and each reference in this Agreement
        and the other Loan Documents to “Pledgor” shall also mean and be a reference to
        such Additional Pledgor, and each reference in this Agreement and the other
        Loan
        Documents to “Collateral” shall also mean and be a reference to the Collateral
        of such Additional Pledgor, and (ii) the supplemental schedules I-III
        attached to each Pledge Agreement Supplement shall be incorporated into and
        become a part of and supplement Schedules I-III, respectively, hereto, and
        the
        Agent may attach such supplemental schedules to such Schedules; and each
        reference to such Schedules shall mean and be a reference to such Schedules
        as
        supplemented pursuant to each Pledge Agreement Supplement.

       

      Section
        16. Notices,
        Etc.
        All
        notices and other communications provided for hereunder shall be either (i)
        in
        writing (including telecopier communication) and mailed, telecopied or otherwise
        delivered or (ii) by electronic mail (if electronic mail addresses are
        designated as provided below) confirmed immediately in writing, in the case
        of
        the Borrower or the Agent, addressed to it at its address specified in the
        Credit Agreement and, in the case of each Pledgor other than the Borrower,
        addressed to it at its address set forth opposite such Pledgor’s name on the
        signature pages hereto or on the signature page to the Pledge Agreement
        Supplement pursuant to which it became a party hereto; or, as to any party,
        at
        such other address as shall be designated by such party in a written notice
        to
        the other parties. All such notices and other communications shall, when
        mailed,
        telecopied, sent by electronic mail or otherwise, be effective when deposited
        in
        the mails, telecopied, sent by electronic mail and confirmed in writing,
        or
        otherwise delivered (or confirmed by a signed receipt), respectively, addressed
        as aforesaid; except that notices and other communications to the Agent shall
        not be effective until received by the Agent. Delivery by telecopier of an
        executed counterpart of any amendment or waiver of any provision of this
        Agreement or of any Pledge Agreement Supplement or Schedule hereto shall
        be
        effective as delivery of an original executed counterpart thereof.

       

      Section
        17. Continuing
        Security Interest; Assignments Under the Credit Agreement.
        This
        Agreement shall create a continuing security interest in the Collateral and
        shall (a) remain in full force and effect until the earlier of (i) the
        termination of the Security Period and (ii) latest of (x) the payment in
        full in cash of the Secured Obligations, (y) the Termination Date and
        (z) the termination or expiration of all Letters of Credit or the provision
        of cash collateral or other credit support therefor satisfactory to the
        applicable Issuing Banks thereof, (b) be binding upon each Pledgor, its
        successors and assigns and (c) inure, together with the rights and remedies
        of the Agent hereunder, to the benefit of the Secured Parties and their
        respective successors, transferees and assigns. Without limiting the generality
        of the foregoing clause (c), any Lender may assign or otherwise transfer
        all or any portion of its rights and obligations under the Credit Agreement
        (including, without limitation, all or any portion of its Commitments, its
        participations in any Letter of Credit, the Advances owing to it and the
        Note or
        Notes, if any, held by it) to any other Person, and such other Person shall
        thereupon become vested with all the benefits in respect thereof granted
        to such
        Lender herein or otherwise, in each case as provided in Section 9.07 of the
        Credit Agreement.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      Section
        18. Release;
        Termination.
        d. Upon
        any sale, transfer or other disposition of any item of Collateral of any
        Pledgor
        in accordance with the terms of the Loan Documents, the Agent will, at such
        Pledgor’s expense, execute and deliver to such Pledgor such documents as such
        Pledgor shall reasonably request to evidence the release of such item of
        Collateral from the security interest granted hereby; provided,
        however,
        that
        (i) at the time of such request and such release no Event of Default shall
        have occurred and be continuing and (ii) such Pledgor shall have delivered
        to the Agent, at least ten Business Days (or such shorter period as is agreed
        to
        by the Agent) prior to the date of the proposed release, a written request
        for
        release describing the item of Collateral and the terms of the sale, transfer
        or
        other disposition in reasonable detail, including, without limitation, the
        price
        thereof and any expenses in connection therewith, together with a form of
        release for execution by the Agent and a certificate of such Pledgor to the
        effect that the transaction is in compliance with the Loan Documents and
        as to
        such other matters as the Agent may request.

       

      (a) The
        Agent
        shall promptly release in accordance with Section 18(c) all the Collateral
        upon
        the earlier of (i) the termination of the Security Period and (ii) the latest
        of
        (x) the payment in full in cash of the Secured Obligations, (y) the Termination
        Date and (z) the termination or expiration of all Letters of Credit or the
        provision of cash collateral or other credit support therefor satisfactory
        to
        the applicable Issuing Banks thereof, the pledge and security interest granted
        hereby shall terminate and all rights to the Collateral shall revert to the
        applicable Pledgor. Upon any such termination, the Agent will, at the applicable
        Pledgor’s expense, executed and deliver to such Pledgor such documents as such
        Pledgor shall reasonably request to evidence such termination.

       

      (b) In
        furtherance of the undertaking set forth above in Section 18(b), the Agent
        shall, upon the request of each Pledgor accompanied by a certificate of the
        Chief Financial Officer, Treasurer or Controller of such Pledgor, upon which
        the
        Agent may conclusively rely without independent verification, to the effect
        that
        either (x) the Security Period has terminated or (y) all Secured Obligations
        under the Credit Agreement and the other Loan Documents have been, or will,
        concurrently with the release of the Collateral be, paid in full in cash
        and all
        Commitments thereunder terminated (and if such Secured Obligations have not
        previously been so paid, describing the source(s) of funds for such repayment)
        and all Letters of Credit have terminated or expired (or cash collateral
        or
        other credit support therefor satisfactory to the applicable Issuing Banks
        thereof has been provided). If the Agent shall receive a certificate of the
        type
        referred to in clause (y), the Agent shall deliver a notice by registered
        mail
        to the Agent stating
        that the Agent will release such Collateral only upon receipt from the Agent
        of
        instructions to do so.

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      Section
        19. Reference
        to and Effect on the Pledge Agreement. e. On and after the date hereof, each
        reference in the Loan Documents to "the Pledge Agreement", "thereunder",
        "thereof" or words of like import referring to the Pledge Agreement, shall
        mean
        and be a reference to this Agreement.

       

      (b) The
        execution, delivery and effectiveness of this Agreement shall not, except
        as
        expressly provided herein, operate as a waiver of any right, power or remedy
        of
        any Lender or the Agent under the Existing Pledge Agreement or any other
        Loan
        Document, nor constitute a waiver of any provision of the Existing Pledge
        Agreement or any other Loan Document.

       

      Section
        20.  Execution
        in Counterparts.
        This
        Agreement may be executed in any number of counterparts, each of which when
        so
        executed shall be deemed to be an original and all of which taken together
        shall
        constitute one and the same agreement. Delivery of an executed counterpart
        of a
        signature page to this Agreement by telecopier shall be effective as delivery
        of
        an original executed counterpart of this Agreement.

       

      Section
        21.  Jurisdiction,
        Etc. (a) Each
        of
        the parties hereto hereby irrevocably and unconditionally submits, for itself
        and its property, to the nonexclusive jurisdiction of any New York State
        court or federal court of the United States of America sitting in New York
        City, and any appellate court from any thereof, in any action or proceeding
        arising out of or relating to this Agreement, or for recognition or enforcement
        of any judgment, and each of the parties hereto hereby irrevocably and
        unconditionally agrees that all claims in respect of any such action or
        proceeding may be heard and determined in any such New York State court or,
        to the extent permitted by law, in such federal court. Each Pledgor hereby
        further irrevocably consents to the service of process in any action or
        proceeding in such courts by the mailing thereof by any parties hereto by
        registered or certified mail, postage prepaid, to such Pledgor at its address
        specified in the Credit Agreement. Each of the parties hereto agrees that
        a
        final judgment in any such action or proceeding shall be conclusive and may
        be
        enforced in other jurisdictions by suit on the judgment or in any other manner
        provided by law. Nothing in this Agreement shall affect any right that any
        party
        may otherwise have to bring any action or proceeding relating to this Agreement
        in the courts of any jurisdiction. 

      
         

        (b) Each
          of
          the parties hereto irrevocably and unconditionally waives, to the fullest
          extent
          it may legally and effectively do so, any objection that it may now or
          hereafter
          have to the laying of venue of any suit, action or proceeding arising out
          of or
          relating to this Agreement in any New York State or federal court. Each of
          the parties hereto hereby irrevocably waives, to the fullest extent permitted
          by
          law, the defense of an inconvenient forum to the maintenance of such action
          or
          proceeding in any such court.

      

       

      Section
        22. Governing
        Law.
        This
        Agreement shall be governed by, and construed in accordance with, the laws
        of
        the State of New York.

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

         

      

      IN
        WITNESS WHEREOF, each Pledgor has caused this Agreement to be duly executed
        and
        delivered by its officer thereunto duly authorized as of the date first above
        written.

       

      
        	 	 	 
	 	
                CHEMTURA
                  CORPORATION

              
	 
 	 
 	 
 
	
              	By    
                 	
              
	 	
                
Title:


      

      


      
        	 	 	 
	 	
                
                  ANDEROL,
                    INC. 

                

              
	 
 	 
 	 
 
	
              	By    
                 	
              
	 	
                
Title:


      

    

    
      


      
        	 	 	 
	 	
                
                  
                    Address
                      for Notices:

                  

                

              
	 
 	 
 	 
 
	 	
                

              
	 	
                
 


      

      
        


        
          	 	
                  
                    
                      BIO-LAB,
                        INC.

                    

                  

                
	 
 	 
 	 
 
	
                	By    
                   	
                
	 	
                  
Title:


        

        
          


          
            	 	 	 
	 	
                    
                      
                        Address
                          for Notices:

                      

                    

                  
	 
 	 
 	 
 
	 	
                    

                  
	 	
                    
 


          

          
            
              


              
                	 	
                        
                          
                            
                              CROMPTON
                                HOLDING CORPORATION

                            

                          

                        

                      
	 
 	 
 	 
 
	
                      	By    
                         	
                      
	 	
                        
Title:


              

              
                


                
                  	 	 	 
	 	
                          
                            
                              Address
                                for Notices:

                            

                          

                        
	 
 	 
 	 
 
	 	
                          

                        
	 	
                          
 


                

                


                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

              

            

            
              


              
                	 	 	 
	 	
                        
                          
                            
                              GREAT
                                LAKES CHEMICAL CORPORATION

                            

                          

                        

                      
	 
 	 
 	 
 
	
                      	By    
                         	
                      
	 	
                        
Title:


              

              
                


                
                  	 	 	 
	 	
                          
                            
                              Address
                                for Notices:

                            

                          

                        
	 
 	 
 	 
 
	 	
                          

                        
	 	
                          
 


                

                
                  
                    


                    
                      	 	
                              
                                
                                  
                                    
                                      KAUFMAN
                                        HOLDINGS CORPORATION

                                    

                                  

                                

                              

                            
	 
 	 
 	 
 
	
                            	By    
                               	
                            
	 	
                              
Title:


                    

                    
                      


                      
                        	 	 	 
	 	
                                
                                  
                                    Address
                                      for Notices:

                                  

                                

                              
	 
 	 
 	 
 
	 	
                                

                              
	 	
                                
 


                      

                       

                      
                        
                          
                          

                        

                        
                          
                          

                          
                            

                          

                        

                        
                          
                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      	
              Acknowledged
                and agreed by:

            	 	 	 
	 	 	 	 
	
              CITIBANK,
                N.A.

            	 	 	 
	 	 	 	 
	By	
            	 	 	
            
	 	
              
Title: