<PAGE>

                                                                    EXHIBIT 10.4


                        SAVINGS PLAN FOR THE EMPLOYEES

                                      OF

                             ALBEMARLE CORPORATION











                            Effective March 1, 1994
               As Amended and Restated Effective January 1, 2001
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001

                               TABLE OF CONTENTS
                               -----------------

<TABLE>
<CAPTION>
Section                                                                 Page
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<S>                                                                     <C>
INTRODUCTION

ARTICLE I DEFINITIONS.................................................     2

     1.01.   Account..................................................     2
     1.02.   Actual Deferral Percentage or ADP........................     2
     1.03.   Affiliate................................................     2
     1.04.   After-Tax Account........................................     3
     1.05.   After-Tax Contribution...................................     3
     1.06.   After-Tax Election.......................................     3
     1.07.   Alternate Payee..........................................     3
     1.08.   Annual Addition..........................................     3
     1.09.   Annuity Starting Date....................................     3
     1.10.   Base Pay.................................................     3
     1.11.   Beneficiary..............................................     4
     1.12.   Board of Directors.......................................     4
     1.13.   Break in Service.........................................     4
     1.14.   Code.....................................................     4
     1.15.   Committee................................................     4
     1.16.   Company..................................................     4
     1.17.   Compensation.............................................     5
     1.18.   Contribution Percentage..................................     5
     1.19.   Defined Benefit Plan.....................................     5
     1.20.   Defined Contribution Plan................................     5
     1.21.   Discretionary Account....................................     5
     1.22.   Discretionary Contribution...............................     6
     1.23.   Earnings.................................................     6
     1.24.   Employee.................................................     6
     1.25.   Employee Benefits Section................................     7
     1.26.   ERISA....................................................     7
     1.27.   Ethyl....................................................     7
     1.28.   Ethyl Plan...............................................     7
     1.29.   Excess Aggregate Contribution............................     7
     1.30.   Excess Annual Additions..................................     7
     1.31.   Excess Deferral..........................................     7
     1.32.   Excess Pre-Tax Contribution..............................     8
     1.33.   Highly Compensated.......................................     8
     1.34.   Hours of Service.........................................     9
     1.35.   Information Date.........................................    11
</TABLE>

                                      -i-
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001

                               TABLE OF CONTENTS
                               -----------------

<TABLE>
<CAPTION>
Section                                                                      Page
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<S>                                                                          <C>
   1.36.   Investment Fund.................................................    11
   1.37.   Leased Employee.................................................    11
   1.38.   Limitation Year.................................................    11
   1.39.   Matching Account................................................    11
   1.40.   Matching Contribution...........................................    11
   1.41.   Member..........................................................    11
   1.42.   Military Leave..................................................    12
   1.43.   Normal Retirement Age...........................................    12
   1.44.   Payroll Period..................................................    12
   1.45.   Permanent and Total Disability..................................    12
   1.46.   Plan............................................................    12
   1.47.   Plan Year.......................................................    12
   1.48.   Pre-Tax Account.................................................    12
   1.49.   Pre-Tax Contribution............................................    12
   1.50.   Pre-Tax Election................................................    12
   1.51.   Qualified Domestic Relations Order..............................    12
   1.52.   Required Beginning Date.........................................    13
   1.53.   Restricted 401(k) Employee......................................    13
   1.54.   Restricted 401(m) Employee......................................    14
   1.55.   Rollover Account................................................    14
   1.56.   Rollover Contribution...........................................    14
   1.57.   Special Contribution............................................    14
   1.58.   Transferred Employee............................................    14
   1.59.   Trust Agreement.................................................    14
   1.60.   Trust Fund......................................................    14
   1.61.   Trustee.........................................................    14
   1.62.   Uniformed Service...............................................    14
   1.63.   Unrestricted 401(k) Employee....................................    14
   1.64.   Unrestricted 401(m) Employee....................................    15
   1.65.   USERRA..........................................................    15
   1.66.   Valuation Date..................................................    15
   1.67.   Year of Service.................................................    15

ARTICLE II ELIGIBILITY AND MEMBERSHIP......................................    16

   2.01.   Eligibility Requirements........................................    16
   2.02.   Changes in Employment Status....................................    16
   2.03.   Membership in the Plan..........................................    16
   2.04.   Reemployment....................................................    17
</TABLE>

                                     -ii-
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001

                               TABLE OF CONTENTS
                               -----------------

<TABLE>
<CAPTION>
Section                                                                                 Page
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<S>                                                                                     <C>
ARTICLE III CONTRIBUTIONS...........................................................      18

     3.01.   After-Tax Contributions................................................      18
     3.02.   Pre-Tax Contributions..................................................      18
     3.03.   Pre-Tax Elections......................................................      19
     3.04.   Changes in After-Tax and Pre-Tax Elections.............................      19
     3.05.   Voluntary Suspension of After-Tax and Pre-Tax Elections................      19
     3.06.   Required Suspension of After-Tax and Pre-Tax Elections.................      20
     3.07.   Pre-Tax Contribution Limitations.......................................      20
     3.08.   Company Matching Contributions.........................................      22
     3.09.   Company Discretionary Contributions and Special Contributions..........      22
     3.10.   Rollover Contributions.................................................      23
     3.11.   Matching and After-Tax Contribution Limitations........................      23
     3.12.   USERRA Contributions...................................................      25

ARTICLE IV ALLOCATIONS..............................................................      27

     4.01.   Establishment of Accounts..............................................      27
     4.02.   Allocations of After-Tax Contributions.................................      27
     4.03.   Allocations of Pre-Tax Contributions...................................      27
     4.04.   Allocation of Matching Contributions...................................      27
     4.05.   Allocation of Discretionary Contributions and Special Contributions....      27
     4.06.   Allocation of Rollover Contributions...................................      28
     4.07.   Excess Deferrals.......................................................      28
     4.08.   Excess Pre-Tax Contributions...........................................      29
     4.09.   Excess Aggregate Contributions.........................................      29
     4.10.   Recharacterization of Excess Pre-Tax Contributions.....................      30

ARTICLE V INVESTMENTS...............................................................      32

     5.01.   Investment Funds.......................................................      32
     5.02.   Investment of Matching and Discretionary Accounts......................      32
     5.03.   Investment in Inactive Investment Funds................................      33
     5.04.   Member Directed Investments............................................      33
     5.05.   Transfer Procedures....................................................      36
     5.06.   Investment of Income...................................................      37
     5.07.   Warrants, Rights and Options...........................................      37
     5.08.   Voting Rights..........................................................      38
     5.09.   Tender or Exchange Rights..............................................      38
     5.10.   Other Provisions Applicable to Funds...................................      39
</TABLE>

                                     -iii-
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001

                               TABLE OF CONTENTS
                               -----------------
<TABLE>
<CAPTION>
Section                                                                                        Page
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<S>                                                                                            <C>
ARTICLE VI VALUATION AND ACCOUNTING......................................................       40

     6.01.     Valuation of Accounts.....................................................       40
     6.02.     Allocation of Contributions Between Investment Funds......................       40
     6.03.     Allocation of Income and Gains and Losses.................................       40
     6.04.     Allocation of Shares of Stock.............................................       41

ARTICLE VII VESTING AND DISTRIBUTIONS....................................................       42

     7.01.     Plan Termination, Death, Permanent and Total Disability, Retirement.......       42
     7.02.     Other Separation..........................................................       42
     7.03.     Timing of Distributions...................................................       45
     7.04.     Qualified Domestic Relations Order Distributions..........................       46
     7.05.     Form of Distribution......................................................       47
     7.06.     Withdrawals...............................................................       47
     7.07.     Pre-Tax Account Distribution Restrictions.................................       51
     7.08.     Direct Rollovers..........................................................       52
     7.09.     Loans.....................................................................       53
     7.10.     Federal Income Tax Withholding............................................       55
     7.11.     Special Rules for Former Amoco Employees..................................       55

ARTICLE VIII LIMITATIONS.................................................................       56

     8.01.     Maximum Contribution Limitations..........................................       56
     8.02.     Multiple Plan Participation...............................................       57

ARTICLE IX ADMINISTRATION................................................................       60

     9.01.     Appointment of Named Fiduciary and Administrator..........................       60
     9.02.     Administrator.............................................................       60
     9.03.     Trustee...................................................................       60
     9.04.     Employee Savings Plan Committee...........................................       61
     9.05.     Benefit Claims Review Procedure...........................................       62
     9.06.     Administrative Costs......................................................       63
     9.07.     Errors and Omissions......................................................       63
     9.08.     Fiduciary Discretion......................................................       63

ARTICLE X AMENDMENT AND TERMINATION OF THE PLAN..........................................       65

     10.01.    Amendment of the Plan.....................................................       65
     10.02.    Termination of the Plan...................................................       65
</TABLE>

                                     -iv-
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001

                               TABLE OF CONTENTS
                               -----------------
<TABLE>
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Section                                                                                        Page
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ARTICLE XI MERGER AND CONSOLIDATION OF THE PLAN..........................................       66


ARTICLE XII GENERAL PROVISIONS...........................................................       67

     12.01.    Qualification.............................................................       67
     12.02.    No Guaranty of Employment.................................................       67
     12.03.    Payments to Minors and Incompetents.......................................       67
     12.04.    Non-Alienation of Benefits................................................       67
     12.05.    Headings and Subheadings..................................................       68
     12.06.    Use of Masculine and Feminine; Singular and Plural........................       68
     12.07.    Unclaimed Benefits........................................................       68
     12.08.    Beneficiary Designation...................................................       68
     12.09.    Commencement of Payments..................................................       68
     12.10.    Special Distribution Requirements.........................................       69

ARTICLE XIII SPECIAL TOP-HEAVY RULES.....................................................       70


ARTICLE XIV ADOPTION OF PLAN.............................................................       71
</TABLE>


APPENDIX A    SPECIAL TOP-HEAVY RULES

EXHIBIT I     SPECIAL PROVISIONS APPLICABLE TO
              CERTAIN UNION EMPLOYEES

EXHIBIT II    SPECIAL PROVISIONS APPLICABLE TO
              CERTAIN FORMER AMOCO EMPLOYEES

EXHIBIT III   INVESTMENT FUNDS

                                      -v-
<PAGE>

                          Savings Plan For Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


                                 INTRODUCTION
                                 ------------

     The Savings Plan For The Employees Of Albemarle Corporation was adopted
effective March 1, 1994, for the benefit of the eligible Employees of Albemarle
Corporation and its Affiliates.

     Members of the Savings Plan For The Employees Of Ethyl Corporation (the
Ethyl Plan) who were employed by Ethyl Corporation on February 28, 1994, the
effective date of the spinoff of the Company from Ethyl Corporation, terminated
employment with Ethyl Corporation or an affiliate of Ethyl Corporation after
such date and prior to February 28, 1995, and who became employed by the Company
immediately after their termination of employment were eligible to participate
in the Plan.  The accounts of such employees under the Ethyl Plan were
transferred to the Plan in a direct trustee-to-trustee transfer of assets and
liabilities on or after the date they became Members of the Plan.

     The Plan has been amended and restated effective November 1, 1997, (i) to
include all amendments that have been adopted since the Plan was originally
adopted, (ii) to effect changes enacted by the Uniformed Services Employment and
Reemployment Rights Act of 1994 and the Small Business Job Protection Act of
1996, and (iii) to enhance benefits under the Plan, ease administration, and
reflect the appointment of a new Trustee and record keeper.  Although the
changes in the Plan's Trustee and record keeper and the Plan's investment
options are effective November 1, 1997, Members will not be able to change their
investment options until the Trustee's changeover ("black-out") period has
expired.

     The intent and purpose of the Company in maintaining the Plan is to provide
a tax-qualified plan for the benefit of its eligible employees (and the eligible
employees of its affiliates who may adopt the Plan), under which its
contributions are deductible from federal income tax.  The Company intends that
the Plan be a discretionary contribution plan that satisfies the requirements of
Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as amended (the
Code) and that its concomitant trust be tax-exempt under Code section 501(a).
All questions arising in the construction and the administration of the Plan
must be resolved accordingly.

                                      -1-
<PAGE>

                          Savings Plan For Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


                                   ARTICLE I

                                  DEFINITIONS
                                  -----------
1.01.  Account means the assets or value of the Trust Fund allocated to a
       -------
Member. A Member may have several accounts in this Plan. When Account is used
without modification, it means the sum of all of the Member's accounts.

       See also After-Tax Account, Discretionary Contribution Account, Matching
Contribution Account, Pre-Tax Account and Rollover Account.

1.02.  Actual Deferral Percentage or ADP means, for purposes of measuring
       ---------------------------------
compliance with Code section 401(k), the average of the ratios for a specified
group of Employees for a Plan Year (calculated separately for each Employee in
the group) of

       (a)   the sum of the Pre-Tax Contributions and Special Contributions
allocated to the Account of each such Employee for the Plan Year, to

       (b)   the Employee's Compensation for the Plan Year.

Subsection (a) shall include Excess Deferrals of Restricted 401(k) Employees but
exclude Excess Deferrals of Unrestricted 401(k) Employees and any Pre-Tax
Contributions taken into account for purposes of satisfying the Matching and
After-Tax Contribution limitations described in Plan section 3.11, provided that
the Pre-Tax Contribution limitations described in Plan section 3.07 are
satisfied both with and without the exclusion of such Pre-Tax Contributions.
The Actual Deferral Percentage of a Member who is eligible to but does not make
a Pre-Tax Contribution and who does not receive an allocation of a Special
Contribution is zero.

1.03.  Affiliate means
       ---------

       (a)   a member of a controlled group of corporations as defined in Code
section 1563(a), determined without regard to Code section 1563(a)(4) and
1563(e)(3)(C), of which a Company is a member according to Code section 414(b);

       (b)   an unincorporated trade or business that is under common control
with a Company as determined according to Code section 414(c);

       (c)   a member of an affiliated service group of which a Company is a
member according to Code section 414(m); or

       (d)   any entity required to be aggregated according to Code section
414(o).

       For purposes of Plan article VIII only, the word Affiliate includes all
corporations which, when considered with Albemarle Corporation, would constitute
a controlled group of

                                      -2-
<PAGE>

                          Savings Plan For Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


corporations if the phrase "at least 80%" appearing in Code section 1563 were
replaced by the phrase "more than 50%" and Code section 414(c) were similarly
construed.

1.04.  After-Tax Account means that portion of a Member's Account attributable
       -----------------
to his After-Tax Contributions and with respect to a Member who is a Transferred
Employee, any after-tax contributions allocated to his account under the Ethyl
Plan.

1.05.  After-Tax Contribution means the contribution a Member may make to the
       ----------------------
Plan pursuant to the terms of Plan section 3.01. A Member's After-Tax
Contributions can consist of (i) Regular After-Tax Contributions, which result
in a Matching Contribution and (ii) Additional After-Tax Contributions, which do
not result in a Matching Contribution.

1.06.  After-Tax Election means a Member's election to make an After-Tax
       ------------------
Contribution according to Plan section 3.01.

1.07.  Alternate Payee means a Member's spouse, former spouse, child or other
       ---------------
dependent who is recognized by a domestic relations order as having a right to
receive all or a portion of the benefits payable under the Plan with respect to
such Member.

1.08.  Annual Addition means, with regard to any individual for any Limitation
       ---------------
Year, the sum of (i) employer contributions, (ii) the Member's non-deductible
contributions, and (iii) forfeitures, if any, which may be allocated to his
Account during that Limitation Year. Amounts allocated to an individual medical
account, as defined in Code section 401(h)(6) and referred to in Code section
415(l)(1), that is part of a Defined Benefit Plan maintained by the Company or
an Affiliate are treated as Annual Additions to a Defined Contribution Plan.
Amounts derived from contributions paid or accrued that are attributable to
post-retirement medical benefits allocated to the separate account of a key
employee (as defined in Code section 419A(d)(3)) under a welfare benefit fund
(as defined in Code section 419(e)) maintained by the Company or an Affiliate
are treated as Annual Additions to a Defined Contribution Plan. Excess Pre-Tax
Contributions, Excess Aggregate Contributions and Excess Deferrals (to the
extent not distributed under Plan section 4.07) are treated as Annual Additions
to the Plan.

1.09.  Annuity Starting Date means the first day on which all events occur that
       ---------------------
entitle a Member to a Plan benefit. A Member's Annuity Starting Date is
determined subject to the procedures set forth in Plan section 7.03.

1.10.  Base Pay means an Employee's base salary or wage, determined before any
       --------
salary-reduction agreement under Code section 401(k) or Code section 125, during
the Payroll Period in which the Employee contributes to the Plan. Pay shall
include all overtime, shift premium pay and similar amounts (as determined in
accordance with the Company's established payroll and compensation policies) but
shall not include bonuses, incentive pay or other special payments or
allowances. The annual Base Pay of each Member taken into account under the Plan
for any Plan Year must not exceed the statutory limits of Code section
401(a)(17) for such year. For

                                      -3-
<PAGE>

                          Savings Plan For Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


Plan Years beginning on and after January 1, 1994, the limit is $150,000 as
adjusted. The cost-of-living adjustment in effect for a calendar year applies to
any determination period beginning in such calendar year.

1.11.  Beneficiary means any person designated by a Member pursuant to Plan
       -----------
section 12.08 to receive any benefits which may be payable under this Plan on or
after death. If a Member is married at the time he designates a Beneficiary
under Plan section 12.08 or changes any such designation, his spouse must
consent in writing to the designation or change in designation. The spouse's
consent must be in writing, must acknowledge the effect of the Member's
designation or change in designation, and must be witnessed by a notary public.
If spousal consent is not obtained, such Member's Beneficiary shall be his
spouse. If the Company is satisfied that spousal consent may not be obtained
because the Member has no spouse, because the spouse cannot be located, or
because of such other circumstances as applicable regulations may prescribe, the
Member may name any Beneficiary he desires and from time to time change his
designated Beneficiary without said Beneficiary's consent. If a Member does not
designate a Beneficiary or if the designated Beneficiary should predecease the
Member, then Beneficiary shall mean the first surviving class of the following
successive preference Beneficiaries: the Member's (i) widow or widower; (ii)
surviving children equally; (iii) surviving parents equally; (iv) surviving
brothers and sisters equally; or (v) the executor(s) or administrator(s) of the
Member's estate.

       Despite the preceding, to the extent provided in a Qualified Domestic
Relations Order, Beneficiary means the spouse, former spouse, child or other
dependent of a Member who is recognized by such order as having a right to
receive all or a portion of any benefits payable under the Plan on behalf of the
Member.

1.12.  Board of Directors means the Board of Directors of Albemarle Corporation.
       ------------------

1.13.  Break in Service means, with respect to any Employee, any calendar year
       ----------------
during which the Employee is credited with five hundred (500) or fewer Hours of
Service.

1.14.  Code means the Internal Revenue Code of 1986, as amended.  References to
       ----
specific sections of the Code shall include those sections and any comparable
sections of future legislation that modify, amend, supplement, supersede or
recodify such sections.

1.15.  Committee means the Employee Savings Plan Committee provided for in Plan
       ---------
section 9.04.

1.16.  Company means Albemarle Corporation and all of its Affiliates,
       -------
subsidiaries and divisions except for those Affiliates, subsidiaries and
divisions whose employees or segments thereof have not been designated to be
included in this Plan. Where only a segment of an Affiliate's, subsidiary's or
division's employees has been designated for coverage hereunder, "Company" shall
apply to such Affiliate, subsidiary or division only as it relates to such
entity's

                                      -4-
<PAGE>

                          Savings Plan For Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001

employees eligible for coverage. Any action required to be taken by the Company
may be taken by the Board of Directors or by the Executive Committee of the
Board of Directors.

1.17.  Compensation means an Employee's compensation as defined in Code section
       ------------
414(s) and includes any amount contributed by the Company pursuant to a salary-
reduction agreement and which is not includible in the gross income of the
Employee under Code section 125, 402(e)(3), 402(h) or 403(b).

       For Plan Years beginning after December 31, 1988, the annual Compensation
of each Member taken into account for determining all benefits provided under
the Plan for any Plan Year must not exceed the statutory limits of Code section
401(a)(17) for such year.  For Plan Years beginning on or after January 1, 1994,
the limit is $150,000 as adjusted.  The cost-of-living adjustment in effect for
a calendar year applies to any determination period beginning in such calendar
year.

1.18.  Contribution Percentage means, for purposes of measuring compliance with
       -----------------------
Code section 401(m), the average of the ratios for a specified group of
Employees (calculated separately for each Employee in the group) of

       (a)   the sum of the Matching Contributions and After-Tax Contributions
allocated to the Account for each such Employee for the Plan Year, to

       (b)   the Employee's Compensation for that Plan Year.

As permitted under Treasury regulations, in computing the Contribution
Percentage, the Committee may elect to take into account Pre-Tax Contributions,
Special Contributions, and Discretionary Contributions allocated to an
Employee's Account.  The Contribution Percentage shall not include Matching
Contributions that are forfeited to correct Excess Aggregate Contributions.

1.19.  Defined Benefit Plan means a plan established and qualified under Code
       --------------------
section 401(a) or 403, except to the extent it is treated as a Defined
Contribution Plan.

1.20.  Defined Contribution Plan means a plan established and qualified under
       -------------------------
Code section 401(a) or 403 providing for an individual account for each
participant therein and for payment of benefits based solely on the amount
contributed to the participants' accounts and any income, expenses, gains,
losses, realized and unrealized appreciation or depreciation and forfeitures
which may be allocated to such accounts.

1.21.  Discretionary Account means that portion of a Member's Account
       ---------------------
attributable to Discretionary Contributions and with respect to a Member who is
a Transferred Employee, any discretionary contributions allocated to his account
under the Ethyl Plan.

                                      -5-
<PAGE>

                          Savings Plan For Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


1.22.  Discretionary Contribution means the Company's discretionary contribution
       --------------------------
described in Plan section 3.09.

1.23.  Earnings means, for purposes of Plan section 1.33, Plan article VIII, and
       --------
Appendix A, for any relevant period, an individual's wages, salaries for
personal services (such as professional services), and other amounts received
from the Company for personal services actually rendered. These Earnings
comprise, but are not limited to, commissions paid to salesmen, compensation for
services on the basis of a percentage of profits, commissions on insurance
premiums, tips, bonuses, fringe benefits, reimbursements, expense allowances,
and other amounts permissibly included according to Treasury regulations as the
base for computing statutory limits on annual benefits and annual additions.
These Earnings do not mean deferred compensation, certain stock options, and
other like distributions that receive special tax benefits and are excluded from
the base for computing those statutory limits. For Plan Years beginning on or
after January 1, 1998, Earnings include amounts deferred under a defined
contribution plan pursuant to Code section 402(e)(3), amounts deferred under a
welfare benefit plan (as defined in ERISA section 3(1)) pursuant to Code section
125, and amounts deferred under Code section 457 plan. When computed for any
Limitation Year, these Earnings are those paid (or deemed paid if the Plan
operates to provide benefits according to accrued Earnings) or made available to
the individual within the Limitation Year. For purposes of determining whether
an Employee is a Key Employee, Earnings must not exceed the statutory limits of
Code section 401(a)(17) for such year. With respect to a Transferred Employee,
the term Earnings also includes wages, salaries and other amounts received from
Ethyl Corporation or an affiliate of Ethyl Corporation for personal services
actually rendered.

       For Plan Years beginning after December 31, 1988, and solely for purposes
of Plan section 1.33 and Appendix A, the Earnings of each Member taken into
account under the Plan for any Plan Year must not exceed the statutory limits of
Code section 401(a)(17) for such year.  For Plan Years beginning on or after
January 1, 1994, the limit is $150,000 as adjusted.  The cost-of-living
adjustment in effect for a calendar year applies to any determination period
beginning in such calendar year.

1.24.  Employee means any individual who is paid from the Company's payroll who
       --------
is classified as an Employee by the Company for federal income tax withholding
purposes (whether or not such classifications are ultimately determined to be
correct as a matter of law), including any Transferred Employee who was
previously hired or rehired by Ethyl Corporation prior to January 1, 1989, on a
temporary or casual basis.  Employee does not include (a) any individual
classified by the Company as an independent contractor, consultant, or Leased
Employee (whether or not such classifications are ultimately determined to be
correct as a matter of law), (b) any individual employed by the Company on a
temporary or casual basis provided such individual is credited with fewer than
1,000 Hours of Service in his first twelve (12) months of employment or in any
calendar year thereafter, beginning with the calendar year that contains the
first anniversary of the individual's date of hire, and (c) any individual who
was employed by the

                                      -6-
<PAGE>

                          Savings Plan For Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


Company on March 1, 1994, is Highly Compensated and who irrevocably waived
participation in the Plan.

1.25.  Employee Benefits Section means the Employee Benefits Section of the
       -------------------------
Company in Baton Rouge, Louisiana.

1.26.  ERISA means the Employee Retirement Income Security Act of 1974, as
       -----
amended. References to specific sections of ERISA shall include those sections
and any comparable sections of future legislations that modify, amend,
supplement, supersede or recodify such sections.

1.27.  Ethyl means Ethyl Corporation and, where applicable, any other
       -----
corporation or entity that would have been considered an affiliate (as defined
in Code section 414) of Ethyl Corporation on February 28, 1994.

1.28.  Ethyl Plan means the Savings Plan For The Employees Of Ethyl Corporation.
       ----------

1.29.  Excess Aggregate Contribution means the excess of the aggregate amount of
       -----------------------------
the Matching and After-Tax Contributions (and any Pre-Tax, Special or
Discretionary Contributions taken into account in computing the Contribution
Percentage) actually made on behalf of Restricted 401(m) Employee for that Plan
Year over the maximum amount of such contributions permitted under the
limitations described in Plan section 3.11. To determine a Restricted 401(m)
Employee's share of the Excess Aggregate Contributions attributable to a certain
form of contribution, the Company first lists the Restricted 401(m) Employees in
order of descending contribution amounts, as if on an individual basis. The
Company then reduces the contributions attributable to each Restricted 401(m)
Employee by dollar amounts as to a specific form of contribution according to
the hierarchy provided in Plan section 4.09. All reductions possible or
necessary within one category must occur before reductions within the next
category may occur.

1.30.  Excess Annual Additions means amounts that cannot be Annual Additions
       -----------------------
under the Plan for a Limitation Year because of a forfeiture allocation or a
reasonable error in estimating a Member's Earnings or in estimating the amount
of Pre-Tax Contributions that may be allocated to a Member's Pre-Tax Account or
any other reason allowed by applicable Treasury regulations.

1.31.  Excess Deferral means an elective deferral to the extent that it exceeds
       ---------------
$7,000 (or such higher dollar limit as the Secretary of the Treasury announces
at the same time and in the same manner as the cost-of-living adjustments
applicable to the limitations under Code section 415(d)). For purposes of this
Plan section, "elective deferral" refers to the sum of

       (a)   any employer contribution under a qualified cash-or-deferred
arrangement to the extent not includible in gross income for the taxable year
under Code section 402(e)(3) (determined without regard to Code section 402(g));

                                      -7-
<PAGE>

                          Savings Plan For Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


       (b)   any employer contribution to a simplified employee pension cash or
deferred arrangement to the extent not includible in gross income for the
taxable year under Code section 402(h)(1)(B) (determined without regard to Code
section 402(g)) or, effective January 1, 1997, a savings incentive match plan
for employees of small employers, as described in Code section 408(p)(2); and

       (c)   any employer contribution to purchase an annuity contract under
Code section 403(b) under a salary-reduction agreement (within the meaning of
Code section 3121(a)(5)(D)).

Any deferrals that, but for Code sections 402(e)(3), 402(h)(1)(B) and 403(b),
would have been received or treated as received by an individual for the taxable
year are to be treated as elective deferrals for such year.

1.32.  Excess Pre-Tax Contribution means the excess of the aggregate amount of
       ---------------------------
Pre-Tax Contributions actually paid over to the trust on behalf of Restricted
401(k) Employee for that Plan Year, over the maximum amount of such
contributions permitted under the limitations on Actual Deferral Percentages
described in Plan section 3.07. For Plan Years beginning on or after January 1,
1997, to determine a Restricted 401(k) Employee's share of the Excess Pre-Tax
Contribution, the Company first lists the Restricted 401(k) Employees in the
order of descending Pre-Tax Contributions, as if on an individual basis. The
Company then reduces the Pre-Tax Contributions attributable to all Restricted
401(k) Employees who deferred the highest dollar amount. If the needed reduction
will cause a reduction below the second highest dollar amount, all Restricted
401(k) Employees who deferred that second dollar amount and those whose
contributions have been reduced are reduced by dollar increments as needed. If
the needed reduction will cause a reduction below the next lower dollar level,
the same procedure is followed as to all Restricted 401(k) Employees who
deferred that dollar amount and those whose contributions have already been
reduced. The Company must repeat this procedure until all Excess Pre-Tax
Contributions have been distributed.

1.33.  Highly Compensated for Plan Years beginning on or after January 1, 1997,
       ------------------
means:

          (1)  a common law employee of an Affiliate who was at any time during
       the Plan Year or the preceding Plan Year a five percent owner (as defined
       in Code section 416(i)(1)); or

          (2)  a common law employee of an Affiliate who received compensation,
       as determined under Code section 414(q)(7), of $80,000 (as adjusted from
       time to time to reflect changes in the cost of living in accordance with
       the Code and applicable regulations) for the preceding Plan Year and, at
       the discretion of the Administrator, was during such preceding Plan Year
       among the top twenty percent (20%) of all employees of Affiliates in
       Earnings.

                                      -8-
<PAGE>

                          Savings Plan For Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


1.34.  Hours of Service means each hour for which an Employee is directly or
       ----------------
indirectly paid or entitled to payment by the Company. In determining an
Employee's Hours of Service the following rules shall apply:

       (a)   Hours of Service credited to an Employee for the performance of
services shall be credited to the Employee in the calendar year in which such
services are performed;

       (b)   Hours of Service credited to an Employee for periods during which
no services are performed shall be credited on the basis of the number of hours
in such Employee's regular work schedule for the period in which such
nonperformance occurs or on the basis of eight (8) hours per day or forty (40)
hours per week, if greater. Such hours shall be credited in the calendar year
covered by the Employee's regular work schedule during the period of
nonperformance;

       (c)   An Hour of Service shall be credited to an Employee for each hour
for which back pay, irrespective of mitigation of damages, is awarded or agreed
to by the Company, to the extent it has not been otherwise credited hereunder.
Each such Hour of Service shall be credited to the Employee in the calendar year
to which the award or agreement for back pay pertains;

       (d)   No more than five hundred and one (501) Hours of Service may be
credited with respect to any one period of nonperformance of services if the
provisions of this Plan section would require such hours to be credited to
periods falling after the Employee's termination of employment, or the
expiration of any payments he is receiving under any temporary disability plan
maintained by the Company, if later;

       (e)   No Hours of Service shall be credited with respect to any payments
an Employee receives solely by reason of applicable unemployment compensation
laws, reimbursement of expenses, travel and expense allowances or any other
similar payment. Hours of Service with respect to workmen's compensation
payments shall only be credited up to the maximum period the recipient would be
entitled to disability benefits for a nonoccupational disability under any
temporary disability plan providing such benefits which is maintained by the
Company and in which he participates;

       (f)   No Hours of Service shall be credited under subsection (b) or (c)
for a period in which an Employee is credited with Hours of Service for the
performance of services equal to his regular work schedule for such period, nor
shall Hours of Service be credited under such items for a period of
nonperformance of services in excess of the greater of (i) the amount such
Employee would have received had he been performing services during such period
in accordance with his regular work schedule or (ii) eight (8) hours per day or
forty (40) hours per week as may be applicable;

       (g)   For all purposes of the Plan, Hours of Service for each Employee
shall be accumulated on a calendar year basis. Should the total number of Hours
of Service completed by

                                      -9-
<PAGE>

                          Savings Plan For Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


an Employee through the last day of a calendar year be other than an integral
number, the fractional Hour of Service shall be credited to the Employee as one
(1) Hour of Service;

       (h)   Nothing in this Plan section shall be construed as denying an
Employee an Hour of Service if credit for such Hour of Service is required by
federal law, in which case, the nature and extent of such credit shall be
determined under such law;

       (i)   Notwithstanding any other provision of this Plan section to the
contrary, each Employee on a salaried payroll shall be credited with ninety-five
(95) Hours of Service for each semi-monthly payroll period in which he would
receive credit for an Hour of Service in lieu of any other Hours of Service
which would otherwise be credited to such semi-monthly payroll period hereunder;

       (j)   Notwithstanding any other provision of this Plan section to the
contrary, for purposes of determining whether an Employee has incurred a Break
in Service, Hours of Service shall be credited for a Maternity or Paternity
Leave of Absence on the basis of the number of hours in such Employee's normal
work schedule for the period in which the leave of absence occurs or, in any
case in which such hours cannot be determined, eight hours per day of Maternity
or Paternity Leave of Absence; provided that the total number of Hours of
Service credited under this subsection cannot exceed five hundred and one (501).
Such Hours of Service shall be credited (i) in the calendar year in which the
absence began if necessary to prevent a Break in Service in that year, or (ii)
in all other cases, in the following calendar year.  "Maternity or Paternity
Leave of Absence" means an absence by reason of the pregnancy of the individual,
by reason of the birth of a child of the individual, by reason of the placement
of a child with the individual in connection with the adoption of the child by
that individual, or for purposes of caring for a child for a period beginning
immediately following the birth or placement of the child;

       (k)   Hours of Service completed in the employ of an Affiliate (including
any Hours of Service completed before such Affiliate was acquired by the Company
if and to the extent authorized by the Board of Directors) shall be considered
as Hours of Service completed in the employ of the Company and all Hours of
Service completed as an employee shall be taken into account as if completed as
an Employee.

       (l)   In calculating a Member's Years of Service for purposes of
determining the nonforfeitability of a Member's Account under the Plan, a Member
shall be deemed to have earned a number of Hours of Service equal to the product
of (i) the number of payroll periods (or a fraction thereof) that the Member was
absent from employment with the Company due to Military Leave, and (ii) the
average Hours of Service per payroll period the Member earned during the twelve
(12) month period immediately preceding the Military Leave (or, if shorter, the
period of the Member's employment with the Company immediately preceding the
Military Leave).

                                     -10-
<PAGE>

                         Saving Plan For The Employees
                            Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


       (m)  Despite the preceding, solely for purposes of determining whether a
Break in Service for participation or vesting purposes has occurred during a
computation period, an individual who takes unpaid leave under the Family and
Medical Leave Act on or after August 5, 1993, will receive credit for the Hours
of Service that normally would have been credited to such individual but for
such leave. The total number of Hours of Service that can be credited under this
subsection cannot exceed five hundred and one (501), and such Hours of Service
shall be credited (i) in the computation period in which the absence began if
necessary to prevent the Break in Service in that period, or (ii) in all other
cases, in the following computation period. Any individual who receives credit
for Hours of Service for a Maternity or Paternity Leave of Absence will not
receive credit for those same Hours of Service under this Plan section.

       (n)  With respect to a Transferred Employee, Hours of Service shall
include such individual's hours of service recognized under the terms of the
Ethyl Plan as of the date that the Transferred Employee became employed by the
Company.

1.35.  Information Date means the date that the Member receives the information
       ----------------
required by Plan section 7.03.

1.36.  Investment Fund means one of the investment media that the Board of
       ---------------
Directors of Albemarle Corporation or its delegatees select and announce as
being a permissible investment vehicle in which a Member's Account may be
invested. The Investment Funds under the Plan are listed in Exhibit III.

1.37.  Leased Employee means any person who is not otherwise an Employee and
       ---------------
who, pursuant to an agreement between the Company and any other person (a
"leasing organization"), has performed services for the Company, or for the
Company and related persons (determined in accordance with Code section
414(n)(6)), on a substantially full time basis for a period of at least one
year, and such services are performed under primary direction or control of the
Company, or of the Company and related persons (determined in accordance with
Code section 414(n)(6)).

1.38.  Limitation Year means the calendar year.
       ---------------

1.39.  Matching Account means that portion of a Member's Account attributable to
       ----------------
Matching Contributions and with respect to a Member who is a Transferred
Employee, any matching contributions that were allocated to his account under
the Ethyl Plan.

1.40.  Matching Contribution means the Company's contribution described in Plan
       ---------------------
section 3.08 and Plan section 3.11(c).

1.41.  Member means an eligible Employee whose completed application in the
       ------
prescribed form has been received by the Employee Benefits Section or its
delegatees and former Employees who have an undistributed vested Account balance
remaining in the Plan.

                                     -11-
<PAGE>

                         Saving Plan For The Employees
                            Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


1.42.  Military Leave means the performance of duty on a voluntary or
       --------------
involuntary basis in a Uniformed Service under competent authority and includes
active duty, active duty for training, initial active duty for training,
inactive duty training, full-time National Guard duty, a period for which a
person is absent from a position of employment for the purpose of an examination
to determine the fitness of the person to perform such duty, and any other
absence qualifying as "service in the uniformed services" within the meaning of
USERRA. Notwithstanding the foregoing, Military Leave does not include service
in a Uniformed Service that terminates as a result of separation of the Member
from such Uniformed Service under other than honorable conditions, as set forth
in USERRA.

1.43.  Normal Retirement Age means age sixty-five (65).
       ---------------------

1.44.  Payroll Period means the interval of employment for which a Member's
       --------------
periodic pay checks are normally issued.

1.45.  Permanent and Total Disability means the physical or mental incapacity of
       ------------------------------
an Employee which qualifies him for benefits under one of the Company's long-
term disability benefit plans or, for any Employee who is not eligible to
participate in one of the Company's long-term disability benefit plans, the
physical or mental incapacity which qualifies him for disability benefits under
the Defined Benefit Pension Plan in which he participates.

1.46.  Plan means the Savings Plan For The Employees Of Albemarle Corporation.
       ----

1.47.  Plan Year means the annual period beginning on January 1st and ending on
       ---------
the following December 31st.

1.48.  Pre-Tax Account means that portion of a Member's Account attributable to
       ---------------
the Company's Pre-Tax Contribution and with respect to a Member who is a
Transferred Employee, pre-tax contributions allocated to his account under the
Ethyl Plan.

1.49.  Pre-Tax Contribution means the Company's contribution caused by a
       --------------------
Member's Pre-Tax Election pursuant to the terms of Plan section 3.03. Pre-Tax
Contributions can consist of (i) Regular Pre-Tax Contributions, which result in
a Matching Contribution and (ii) Additional Pre-Tax Contributions, which do not
result in a Matching Contribution.

1.50.  Pre-Tax Election means a Member's election, prior to the time he receives
       ----------------
the Base Pay to which such election applies, to defer part of such Base Pay and
to cause the Company to make a Pre-Tax Contribution to the Plan equal to the
amount deferred.

1.51.  Qualified Domestic Relations Order means a judgment, decree, order or
       ----------------------------------
approval of a property settlement agreement, that

       (a)   relates to the provision of child support, alimony payments or
marital property rights to an Alternate Payee;

                                     -12-
<PAGE>

                         Saving Plan For The Employees
                            Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


       (b)  is made pursuant to a state domestic relations or community property
law;

       (c)  creates or recognizes the right of an Alternate Payee to receive all
or a portion of the benefit payable with respect to the Member under this Plan
or that assigns to an Alternate Payee the right to receive all or a portion of
the benefits payable to the Member under the Plan;

       (d)  clearly specifies (i) the name and last known mailing address (if
available) of the Member and the name and mailing address of each Alternate
Payee, unless the Company has reason to know the address independently of the
order; (ii) the amount or percentage of the Member's benefits to be paid by the
Plan to each Alternate Payee or the manner in which such amount or percentage is
to be determined; (iii) the number of payments or period to which the order
applies; and (iv) the name of the Plan to which the order applies;

       (e)  does not require the Plan to provide any type or form of benefit, or
any option, not otherwise provided under the Plan;

       (f)  does not require the Plan to provide increased benefits; and

       (g)  does not require the payment of benefits to an Alternate Payee that
are required to be paid to another Alternate Payee under another order
determined previously to be a Qualified Domestic Relations Order.

A domestic relations order entered before January 1, 1985, is a Qualified
Domestic Relations Order if payment of benefits pursuant to the order have begun
as of such date, regardless of whether the order satisfies the requirements of
Code section 414(p). A domestic relations order entered before January 1, 1985,
may be treated as a Qualified Domestic Relations Order if payment of benefits
pursuant to the order have not begun as of such date, regardless of whether the
order satisfies the requirements of Code section 414(p).

1.52.  Required Beginning Date means, until December 31, 1996, April 1 of the
       -----------------------
calendar year following the calendar year in which a Member attains age seventy
and one-half (70 1/2). Effective January 1, 1997, Required Beginning Date means
April 1 of the calendar year following the later of (i) the calendar year in
which a Member separates from service, or (ii) the calendar year in which a
Member attains age seventy and one-half (70 1/2). Notwithstanding the preceding,
the Required Beginning Date of a Member who is a five percent owner (as defined
in Code section 416(i)(1)), of any Affiliate, is April 1 of the calendar year
following the calendar year in which such Member attains age seventy and one-
half (70 1/2).

1.53.  Restricted 401(k) Employee, for purposes of measuring compliance with
       --------------------------
Code section 401(k), means an Employee who is eligible under the terms of the
Plan (without regard to any suspension due to a distribution or election not to
participate or by reason of the limitations of Code section 415) to make a Pre-
Tax Election for all or part of the Plan Year and who is a Highly Compensated
Employee.

                                     -13-
<PAGE>

                         Saving Plan For The Employees
                            Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001

1.54.  Restricted 401(m) Employee, for purposes of measuring compliance with
       --------------------------
Code section 401(m), means an Employee who is eligible under the terms of the
Plan (without regard to any suspension due to a distribution or election not to
participate or by reason of the limitations of Code section 415) to make an
After-Tax Election (or a Pre-Tax Election, if the Plan takes Pre-Tax
Contribution allocations into account in determining Contribution Percentages)
for all or part of the Plan Year and who is a Highly Compensated Employee.

1.55.  Rollover Account means the portion of a Member's Account attributable to
       ----------------
Rollover Contributions.

1.56.  Rollover Contribution means amount transferred to the Plan pursuant to
       ---------------------
Plan section 3.10.

1.57.  Special Contribution means the Company's contribution pursuant to Plan
       --------------------
section 3.09 on behalf of Unrestricted 401(k) Employees as may be necessary to
comply with the nondiscrimination provisions of Code sections 401(k)(3) and
401(a)(4). Any Special Contribution will be treated as an Unrestricted 401(k)
Employee's Pre-Tax Contribution.

1.58.  Transferred Employee means an Employee (a) who was employed by Ethyl
       --------------------
Corporation on February 28, 1994, terminated employment with Ethyl Corporation
after such date and prior to February 28, 1995, and who was employed by the
Company immediately following his termination of employment with Ethyl
Corporation and (b) whose account balance under the Ethyl Plan was transferred
to the Trust Fund in a direct trustee-to-trustee transfer of assets and
liabilities.

1.59.  Trust Agreement means a Trust Agreement entered into between the Company
       ---------------
and a Trustee in conjunction with the Plan.

1.60.  Trust Fund means the assets of the Plan held by the Trustee.
       ----------

1.61.  Trustee means a bank or trust company designated by the Board of
       -------
Directors.

1.62.  Uniformed Service means the Armed Forces; the Army National Guard and the
       -----------------
Air National Guard when engaged in active duty training, inactive duty training,
or full-time national Guard duty; the commissioned corps of the Public Health
Service; and any other category of persons designated by the President of the
United States in time of war or emergency.

1.63.  Unrestricted 401(k) Employee means, for the purposes of measuring
       ----------------------------
compliance with Code section 401(k), an Employee who is eligible under the terms
of the Plan (without regard to any suspension due to a distribution or election
not to participate or by reason of the limitations of Code section 415) to make
a Pre-Tax Election for all or part of the Plan Year and who is not a Highly
Compensated Employee.

                                     -14-
<PAGE>

                         Saving Plan For The Employees
                            Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001

1.64.  Unrestricted 401(m) Employee means, for purposes of measuring compliance
       ----------------------------
with Code section 401(m), an Employee who is eligible under the terms of the
Plan (without regard to any suspension due to a distribution or election not to
participate or by reason of the limitations of Code section 415) to make an
After-Tax Election (or a Pre-Tax Election, if the Plan takes Pre-Tax
Contribution allocations into account in determining Contribution Percentages)
for all or part of the Plan Year and who is not a Highly Compensated Employee.

1.65.  USERRA means the Uniformed Services Employment and Reemployment Rights
       ------
Act of 1994.

1.66.  Valuation Date means any business day of the Plan Year that the United
       --------------
States financial markets are open.

1.67.  Year of Service means (a) a calendar year in which an Employee completes
       ---------------
1,000 or more Hours of Service and (b) to the extent an Employee's Years of
Service are not recognized under (a) and with respect to Transferred Employees,
all years of service recognized under the Ethyl Plan.

                                     -15-
<PAGE>

                         Saving Plan For The Employees
                            Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


                                  ARTICLE II

                          ELIGIBILITY AND MEMBERSHIP
                          --------------------------

2.01.  Eligibility Requirements
       ------------------------

       (a)   Each individual who is a Member of the Plan on October 31, 1997,
shall continue to be a Member of the Plan on and after that date, subject to the
remaining provisions of the Plan.

       (b)   Each other Employee shall be eligible to become a Member of the
Plan on the date that is the later of

             (1)    his date of employment as a regular Employee;

             (2)    if he is represented by a collective bargaining
       representative, the effective date specified in the agreement between the
       Company and the applicable representative permitting Employees so
       represented to become Members, provided, however, that any such Employees
       shall become Members of the Plan subject to the terms and conditions of
       such agreement between the Company and the collective bargaining
       representative with any special terms set forth in an exhibit attached to
       and made part of the Plan; or

             (3)    November 1, 1997.

2.02.  Changes in Employment Status
       ----------------------------

       If an individual who is not an Employee is reclassified as an eligible
Employee, he shall be eligible to become a Member of the Plan on the date that
is the later of (1) his date of reclassification, (2) if he is represented by a
collective bargaining representative, the effective date specified in the
agreement between the Company and the applicable representative permitting
Employees so represented to become Members, provided, however, that any such
Employees shall become Members of the Plan subject to the terms and conditions
of such agreement between the Company and the collective bargaining
representative with any special terms set forth in an exhibit attached to and
made part of the Plan, or (3) November 1, 1997.

2.03.  Membership in the Plan
       ----------------------

       An Employee who has satisfied the conditions of eligibility set forth in
Plan section 2.01(b) may become a Member at the beginning of a Payroll Period in
accordance with Plan section 3.01 and Plan section 3.03.  Once an Employee has
become a Member, he shall remain a Member until his vested Account balance is
distributed to him.

                                      -16
<PAGE>

                         Saving Plan For The Employees
                            Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001

2.04.  Reemployment
       ------------

       (a)   A Member who terminates his employment with the Company and its
Affiliates and is reemployed as an Employee may become a Member in the Plan
immediately after his re-employment, subject to the provisions of Plan section
2.03.

       (b)   A Transferred Employee who was employed by the Company on a
temporary or casual basis after February 28, 1994, who later terminates
employment and is reemployed by the Company on a temporary or casual basis,
shall not be treated as an Employee upon his reemployment.

                                     -17-
<PAGE>

                         Saving Plan For The Employees
                            Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


                                  ARTICLE III

                                 CONTRIBUTIONS
                                 -------------
3.01.  After-Tax Contributions
       -----------------------

       (a)   Each eligible Employee may make an initial After-Tax Election
designating a percentage of his Base Pay for each Payroll Period as a Regular
After-Tax Contribution or as an Additional After-Tax Contribution.  The
percentage designated in the After-Tax Election may range from a minimum of one
percent (1%) to a maximum of fifteen percent (15%), determined in even multiples
of one percent (1%); provided, however, that (i) the elected percentage for a
Payroll Period for a Regular After-Tax Contribution cannot exceed ten percent
(10%) of an Employee's Base Pay for a Payroll Period, (ii) the elected
percentage for a Payroll Period for a Regular After-Tax Contribution, when added
to his Pre-Tax Election percentage in effect under Plan section 3.03 for that
same Payroll Period cannot exceed ten percent (10%) of his Base Pay for that
Payroll Period, and (iii) for those Employees eligible to make Additional After-
Tax Contributions, the elected percentage for a Payroll Period for both a
Regular After-Tax Contribution and an Additional After-Tax Contribution, when
added to such Employee's Pre-Tax Election percentage in effect under Plan
section 3.03 for that same Payroll Period cannot exceed fifteen percent (15%) of
such Employee's Base Pay for that Payroll Period.

       (b)   An initial After-Tax Election shall be made as provided in Plan
section 2.03. Members' After-Tax Contributions will be made by payroll
deduction. Members' After-Tax Contributions shall be transferred by the Company
to the Trustee as promptly as practicable after each Payroll Period.

       (c)   A Member's After-Tax Contribution Election will continue to be
effective until changed pursuant to Plan section 3.04 or suspended pursuant to
Plan sections 3.05 and 3.06.  All After-Tax Elections are subject to the
adjustments authorized in Plan section 3.11.

3.02.  Pre-Tax Contributions
       ---------------------

       The Company's Pre-Tax Contribution for a Payroll Period is the total of
the Pre-Tax Elections made by Members during that Payroll Period and allowed
according to Plan section 3.07. Pre-Tax Contributions shall be transferred by
the Company to the Trustee as promptly as practicable after each Payroll Period
but in no event later than the 15th business day of the month following the
month in which the Member would have received the Base Pay in cash. A Member may
cause a Pre-Tax Contribution for himself only with regard to Base Pay that is
deferred according to a Pre-Tax Election. The Company's Pre-Tax Contribution on
behalf of any Member may not result in elective deferrals under this Plan for
any Member of more than $7,000 (or such dollar amount as the Secretary of the
Treasury announces at the same time and in the same manner as the cost-of-living
adjustments applicable to limitations under Code section 415(d)) in any calendar
year.

                                     -18-
<PAGE>

                         Saving Plan For The Employees
                            Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


3.03.  Pre-Tax Elections
       -----------------

       (a)   An eligible Employee may make an initial Pre-Tax Election
designating a percentage of his unpaid Base Pay to be made as a Regular Pre-Tax
Contribution or, to the extent that such eligible Employee is a non-Highly
Compensated Member, as an Additional Pre-Tax Contribution by way of an elective
deferral for a Payroll Period. The percentage designated in the Pre-Tax Election
may range from a minimum of one percent (1%) to a maximum of fifteen percent
(15%), determined in even multiples of one percent (1%); provided, however, that
(i) the elected percentage for a Payroll Period for a Regular Pre-Tax
Contribution cannot exceed ten percent (10%) of an Employee's Base Pay for a
Payroll Period, (ii) for those Employees not eligible to make Additional Pre-Tax
Contributions, the elected percentage for a Payroll Period for a Regular Pre-Tax
Contribution, when added to his After-Tax Election percentage in effect under
Plan section 3.01 for that same Payroll Period, cannot exceed ten percent (10%)
of such Employee's Base Pay for that Payroll Period, and (iii) for those
Employees eligible to make Additional Pre-Tax Contributions, the elected
percentage for a Payroll Period for both a Regular Pre-Tax Contribution and an
Additional Pre-Tax Contribution, when added to such Employee's After-Tax
Contribution percentage, in effect under Plan section 3.01 for that same Payroll
Period, cannot exceed fifteen percent (15%) of such Employee's Base Pay for that
Payroll Period. If a non-Highly Compensated Member elects to make an Additional
Pre-Tax Contribution for a Plan Year and is later determined to be Highly
Compensated for the current Plan Year based on completion of compensation data
for the prior Plan Year, the Administrator has the authority to suspend such
Member's Additional Pre-Tax Contributions for the remainder of the Plan Year in
order to avoid violation of the nondiscrimination provisions of Code section
401(k)(3) described in Plan section 3.07.

       (b)   An initial Pre-Tax Election shall be submitted as provided in Plan
section 2.03.

       (c)   A Member's Pre-Tax Election will continue to be effective until
changed pursuant to Plan section 3.04 or suspended pursuant to Plan sections
3.05 and 3.06. All Pre-Tax Elections are subject to the adjustments authorized
in Plan section 3.07.

3.04.  Changes in After-Tax and Pre-Tax Elections
       ------------------------------------------

       A Member may change the percentage designated in an After-Tax or Pre-Tax
Election, within the limits prescribed by Plan sections 3.01 and 3.03, at the
beginning of a Payroll Period following the receipt of the Member's instructions
to change his After-Tax or Pre-Tax Election.

3.05.  Voluntary Suspension of After-Tax and Pre-Tax Elections
       -------------------------------------------------------

       A Member may suspend his After-Tax or Pre-Tax Election, or both,
effective at the beginning of a Payroll Period following the receipt of the
Member's instructions to suspend his After-Tax or Pre-Tax Election. A Member may
make a new After-Tax or Pre-Tax Election to be

                                     -19-
<PAGE>

                         Saving Plan For The Employees
                            Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


effective at the beginning of the first Payroll Period after the Member's
instructions to make a new After-Tax or Pre-Tax Election.

3.06.  Required Suspension of After-Tax and Pre-Tax Elections
       ------------------------------------------------------

       A Member's After-Tax and Pre-Tax Elections under the Plan shall be
suspended for any Payroll Period,

       (a)   with respect to his After-Tax Election, if for such period the
amount of Base Pay earned by him is insufficient to pay his designated After-Tax
Contribution to the Plan, after all other authorized deductions have been made;

       (b)   with respect to both his Pre-Tax and After-Tax Elections, if for
such period, in the case of an Employee represented by a collective bargaining
representative, there is no agreement extending to such Employee the right to
make contributions under this Plan between said representative and the Company;

       (c)   with respect to his Pre-Tax Election, if for such period he is
temporarily suspended from participation in the Plan due to a withdrawal under
Plan section 7.06 or with respect to both his Pre-Tax and After-Tax Elections,
as applicable, due to the limitations of Plan section 3.02, 3.07 or 3.11; or

       (d)   with respect to both his Pre-Tax and After-Tax Elections, if for
such period his employment status has changed so that he is no longer an
Employee.

3.07.  Pre-Tax Contribution Limitations
       ----------------------------------

       (a)   The Plan is intended to qualify as a cash-or-deferred arrangement
according to Code section 401(k), and all Plan and Trust Agreement provisions
must be construed to facilitate that qualification.

       (b)   In no event may the Company allow a Pre-Tax Contribution to be made
for or allocated to a Member if that allocation would cause the Plan to violate
the limitations of Code section 415 or the nondiscrimination prohibitions of
Code section 401(a)(4). If a Member makes a Pre-Tax Election that produces an
Excess Deferral for that Member, the Company may cause that Member's Excess
Deferrals to be allocated and distributed in accordance with Plan section 4.07.

       (c)   For Plan Years beginning on or after January 1, 1997, this
subsection's table determines the Excess Pre-Tax Contributions. Any amounts that
are allocated as Pre-Tax Contributions for the Plan Year and that exceed the
Restricted 401(k) Employees' ADP allowances in the table are Excess Pre-Tax
Contributions for the Plan Year. As described in Code section 401(k)(8)(B)(ii)
and in this Plan's definition of Excess Pre-Tax Contributions, one Restricted
401(k) Employee's proportionate part of a Plan Year's Excess Pre-Tax
Contributions

                                     -20-
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


is the amount that would not have been part of his Pre-Tax Contribution
allocation for the Plan Year if the Plan Year's Excess Pre-Tax Contribution had
been eliminated by reducing each Restricted 401(k) Employee's Pre-Tax
Contribution allocation in the order of the Restricted 401(k) Employees' Pre-Tax
Contributions, beginning with the highest of those individual Pre-Tax
Contributions.

         Prior Plan Year ADP                     Current Plan Year ADP
         Unrestricted 401(k)                       Restricted 401(k)
       Employees as a group is                  Employees as a group is
       -----------------------                  -----------------------

            Less than 2%                2.0 times Unrestricted 401(k) Group's
                                        Prior Plan Year ADP

              2% to 8%                  Unrestricted 401(k) Group's Prior Plan
                                        Year ADP plus 2 percentage points

            More than 8%                1.25 times Unrestricted 401(k) Group's
                                        Prior Plan Year ADP

The point spread indicated as permissible when the ADP for the Unrestricted
401(k) Employees as a group is between zero percent (0%) and eight percent (8%)
is automatically reduced to the extent necessary to comply with any Treasury
regulations promulgated pursuant to Code section 401(m)(9), such as regulations
to prevent the multiple use of that alternative limitation for any Highly
Compensated Employee.

     (d)  For the 1997 Plan Year only, the Company may use current year data to
compare the ADP for Restricted 401(k) Employees and Unrestricted 401(k)
Employees without making the election referred to in the next sentence.
Notwithstanding the preceding for Plan Years beginning on or after January 1,
1998, the Company may elect to use current year data when comparing the ADP for
Restricted 401(k) Employees and Unrestricted 401(k) Employees, but this
election, once made, may only be changed as provided by the Secretary of the
Treasury.

     (e)  To meet the limitations of this Plan section, to avoid discrimination
prohibited by Code section 401(a)(4), to prevent the creation of Excess Pre-Tax
Contributions for purposes of Code section 401(k) or Excess Aggregate
Contributions for purposes of Code section 401(m), or, if it is otherwise
necessary to do so, to preserve the Plan's status as a qualified plan or to
preserve the Plan's Pre-Tax Contribution features as a qualified cash-or-
deferred arrangement according to Code section 401(k), the Company may adjust or
reject altogether any Member's Pre-Tax Election or the Company may make a
Special Contribution for the benefit of designated Unrestricted 401(k)
Employees.  The Company also may reduce any Member's Pre-Tax Election to prevent
that Member from causing Excess Deferrals to his Account.

                                     -21-
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


       (f)   The Actual Deferral Percentage for any Member who is a Restricted
401(k) Employee for the Plan Year and who participates in two or more
arrangements described in Code section 401(k) that are maintained by an
Affiliate, shall be determined as if all Pre-Tax Contributions allocated to his
Account are made under a single arrangement.  If a Highly Compensated Employee
participates in two or more arrangements described in Code section 401(k) that
are maintained by an Affiliate and that have different Plan Years, all such
arrangements ending with or within the same calendar year shall be treated as a
single arrangement.  Notwithstanding the foregoing, certain plans shall be
treated as separate if mandatorily disaggregated under regulations under Code
section 401(k).

       (g)   In the event that this Plan satisfies the requirements of Code
sections 401(k), 401(a)(4) or 410(b) only if aggregated with one or more other
plans, or if one or more other plans satisfy the requirements of such Code
sections only if aggregated with this Plan, then this section shall be applied
by determining the Actual Deferral Percentage of Members as if all such plans
were a single plan; provided, however, that plans may be aggregated in order to
satisfy Code section 401(k) only if they have the same Plan Year.

3.08.  Company Matching Contributions
       ------------------------------

       Subject to the limitations of Plan article VIII and unless otherwise
specified in an agreement between the Company and a collective bargaining
representative as described in Plan section 2.01(b), the Company shall
contribute each Payroll Period on behalf of each contributing Member an amount
equal to fifty percent (50%) of the first ten percent (10%) of each Member's
After-Tax Contributions deducted for that Payroll Period pursuant to Plan
section 3.01 and fifty percent (50%) of the first ten percent (10%) of each
Member's Pre-Tax Contribution allocations for that Payroll Period.  The Company
will pay its contributions to the Trustee concurrently with the transfer to the
Trustee of Members' After-Tax Contributions.  If Member After-Tax Contributions
and Pre-Tax Elections are suspended for any Payroll Period, Company Matching
Contributions shall also be suspended for such Payroll Period.  The Company
shall not make a Matching Contribution based on non-Highly Compensated Members'
Additional After-Tax Contributions or Additional Pre-Tax Contributions.

3.09.  Company Discretionary Contributions and Special Contributions
       -------------------------------------------------------------

       (a)   The Company may make an additional Discretionary Contribution to
the Plan for any Plan Year. Discretionary Contributions shall be allocated in
accordance with Plan section 4.05(a) depending on whether they constitute
additional Matching Contributions or other Discretionary Contributions.

       (b)   The Company may make a Special Contribution to the Plan for any
Plan Year on behalf of Unrestricted 401(k) Employees as may be necessary to
comply with the nondiscrimination provisions of Code sections 401(k)(3) and
401(a)(4). Any Special

                                     -22-
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


Contribution will be treated as an Unrestricted 401(k) Employee's Pre-Tax
Contribution and will be allocated in accordance with Plan section 4.05(b).

3.10.  Rollover Contributions
       ----------------------

       The vested account balance of a Member in a Defined Contribution Plan
other than the Plan, or a Defined Benefit Plan or an individual retirement
account established pursuant to Code section 408(a) or (b) holding only assets
of a Defined Contribution Plan or Defined Benefit Plan (a "Qualified Plan"), may
be transferred directly to the Member's Rollover Account in the Plan provided
that such contribution satisfies the requirements of Code section 402(c). The
Administrator shall have the authority to verify that such Rollover Contribution
is transferred from an Eligible Retirement Plan, as defined in Plan section
7.08(b) and may, in its discretion, reject all or any part of a contribution
that the Administrator determines is not an Eligible Rollover Distribution from
a Qualified Plan.

3.11.  Matching and After-Tax Contribution Limitations
       -------------------------------------------------

       (a)   This subsection's table determines Excess Aggregate Contributions.
Any amounts that are allocable to Matching Accounts and After-Tax Accounts for
the Plan Year and that exceed the Restricted 401(m) Employees' Contribution
Percentage allowances in the table are Excess Aggregate Contributions for the
Plan Year. As described in Code section 401(m)(6)(B)(ii) and in this Plan's
definition of Excess Aggregate Contributions, one Restricted 401(m) Employee's
proportionate part of a Plan Year's Excess Aggregate Contributions is the amount
that would not have been part of his Matching Contribution and After-Tax
Contribution allocation for the Plan Year if the Plan Year's Excess Aggregate
Contribution had been eliminated by reducing each Restricted 401(m) Employee's
Matching Contribution and After-Tax Contribution allocation in the order of
descending dollar amount of Matching Contributions and After-Tax Contributions
for the Plan Year.

<TABLE>
<CAPTION>
              Prior Plan Year                        Current Plan Year
          Contribution Percentage                 Contribution Percentage
          of Unrestricted 401(m)                   of Restricted 401(m)
          Employees as a group is                 Employees as a group is
          -----------------------                 -----------------------
          <S>                           <C>
               Less than 2%             2.0 times Unrestricted 401(m) Group's
                                        Prior Plan Year Contribution
                                        Percentage


                 2% to 8%               Unrestricted 401(m) Group's Prior
                                        Plan Year Contribution Percentage
                                        plus 2 percentage points
</TABLE>

                                     -23-
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001

<TABLE>
<CAPTION>
              Prior Plan Year                        Current Plan Year
          Contribution Percentage                 Contribution Percentage
          of Unrestricted 401(m)                   of Restricted 401(m)
          Employees as a group is                 Employees as a group is
          -----------------------                 -----------------------
          <S>                           <C>
               More than 8%             1.25 times Unrestricted 401(m)
                                        Group's Prior Plan Year Contribution
                                        Percentage
</TABLE>

The point spread indicated as permissive when the Contribution Percentage for
the Unrestricted 401(m) Employees as a group is between zero percent (0%) and
eight percent (8%) is automatically reduced to the extent necessary to comply
with any Treasury regulations promulgated pursuant to Code section 401(m)(9),
such as regulations to prevent the multiple use of that alternative limitation
for any Highly Compensated Employee.

     (b)  For the 1997 Plan Year only, the Company may use current year data to
compare the Contribution Percentage for Restricted 401(k) Employees and
Unrestricted 401(k) Employees without making the election referred to in the
next sentence.  Notwithstanding the preceding for Plan Years beginning on or
after January 1, 1998, the Company may elect to use current year data when
comparing the Contribution Percentage for Restricted 401(k) Employees and
Unrestricted 401(k) Employees, but this election, once made, may only be changed
as provided by the Secretary of the Treasury.

     (c)  To meet the limitations of this Plan section, to avoid discrimination
prohibited by Code section 401(a)(4), to prevent the creation of Excess
Aggregate Contributions for purposes of Code section 401(m), or, if it is
otherwise necessary to do so, to preserve the Plan's status as a qualified plan,
the Company may adjust or reject altogether any Member's After-Tax Election or
the Company may make an additional contribution to the Plan for a Plan Year for
the benefit of designated Unrestricted 401(m) Employees.  This additional
contribution will be treated for all purposes as a Matching Contribution and
will be allocated (as determined by the Company for that Plan Year) either as a
designated percentage of such Employees' After-Tax Contributions or Pre-Tax
Contribution allocations for that Plan Year or on a pro rata basis according to
their Compensation for the Plan Year.

     (d)  For purposes of this Plan section, the Contribution Percentage for any
Member who is a Restricted 401(m) Employee and who is eligible to have After-Tax
and Matching Contributions allocated to his Account under two or more plans
described in Code section 401(a), or arrangements described in Code section
401(k), that are maintained by an Affiliate, shall be determined as if the
After-Tax and Matching Contributions were made under each plan.  If a Highly
Compensated Employee participates in two or more cash or deferred arrangements
that have different plan years, all cash or deferred arrangements ending with or
within the same calendar year shall be treated as a single arrangement.
Notwithstanding the

                                     -24-
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


foregoing, certain plans shall be treated as separate if mandatorily
disaggregated under regulations under Code section 401(m).

       (e)   In the event that the Plan satisfies requirements of Code section
401(m), 401(a)(4) or 410(b) only if aggregated with one or more other plans, or
if one or more other plans satisfy the requirements of Code section 410(b) only
if aggregated with the Plan, then this Plan section shall be applied by
determining the Contribution Percentages of Members as if all such plans were a
single plan; provided, however, that plans may be aggregated in order to satisfy
Code section 401(m) only if they have the same Plan Year.

3.12.  USERRA Contributions
       --------------------

       (a)   Restoration Contributions.  A Member who is reemployed by the
             -------------------------
Company after a period of Military Leave and whose reemployment satisfies the
provisions of USERRA shall be entitled to a Discretionary Company Contribution
and a Matching Contribution equal to the amount the Company would have
contributed on behalf of the Member had the Member not incurred Military Leave
and had the Member's Pre-Tax Restoration Contributions and After-Tax Restoration
Contributions actually been made during the period of Military Leave to which
such Matching Contributions relate. Earnings and forfeitures shall not be
considered in determining the Company's obligation under this Plan section.

       (b)   After-Tax Restoration Contributions.  During the Account
             -----------------------------------
Restoration Period, a Member may make After-Tax Restoration Contributions to the
Plan totalling an amount not greater than the After-Tax Contributions the Member
could have made to the Plan had the Member not incurred a period of Military
Leave. After-Tax Restoration Contributions may be in addition to any other
contributions, including After-Tax Contributions, that the Member may make to
the Plan upon his or her return from Military Leave. The determination of
Compensation shall be made in the same manner as described in subsection (c).

       (c)   Pre-Tax Restoration Contributions.  Pre-Tax Restoration
             ---------------------------------
Contributions are contributions made to the Plan by the Company, at the election
of the Member in lieu of cash Compensation and pursuant to a salary reduction
election or other mechanism. A Member's Pre-Tax Restoration Contributions shall
not exceed the amount of Base Pay that the Member could have deferred under the
Plan during his or her Military Leave had the Member remained employed by the
Company during the Military Leave. For purposes of determining the maximum
amount of Pre-Tax Restoration Contributions, a Member shall be treated as having
received Compensation equal to either (i) the Compensation the Member would have
received during the period of Military Leave had the Member not incurred
Military Leave, determined based on the rate of pay the Member would have
received from the Company but for the absence during Military Leave, or (ii) if
the Compensation the Member would have received during the period of Military
Leave is not reasonably certain, the Member's average Compensation during the
twelve (12) month period immediately preceding the Military Leave (or, if
shorter, the period of employment immediately preceding the Military Leave).

                                     -25-
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


     (d)  Account Restoration.  Notwithstanding any provision of the Plan to the
          -------------------
contrary and in addition to any other contributions to the Plan, a Member may
cause Restoration Contributions to be made on his or her behalf only during the
Account Restoration Period.

     (e)  Account Restoration Period.  The duration of a Member's Account
          --------------------------
Restoration Period shall equal the lesser of (i) the product of three and the
duration of the Military Leave, and (ii) five (5) years.  The Account
Restoration Period commences on the date the Member becomes reemployed by a
Company following Military Leave.

                                     -26-
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


                                  ARTICLE IV

                                  ALLOCATIONS
                                  -----------
4.01.  Establishment of Accounts
       -------------------------

       (a)   The Administrator shall establish and maintain a separate Account
for each Member of the Plan. A Member's separate Account shall be divided, as
applicable, into an After-Tax Account, a Pre-Tax Account, a Matching Account, a
Discretionary Account and a Rollover Account. The Administrator must credit and
debit all appropriate amounts, including credits or charges with its share of
contributions, net earnings, realized and unrealized gains or losses of the
applicable investment fund and distributions, to the applicable Account.

       (b)   As required for appropriate record-keeping, the Administrator may
establish and name additional Accounts or sub-accounts for each Member.

       (c)   The Administrator must establish a suspense account whenever
required by Plan article VIII. The suspense account is not a Member's Account,
but it is credited with Trust Fund earnings and losses in the same way as a
Member's Account is credited.

4.02.  Allocations of After-Tax Contributions
       --------------------------------------

       A Member's After-Tax Contributions for a Payroll Period shall be credited
to the Member's After-Tax Account as soon as practicable following the end of
that Payroll Period.

4.03.  Allocations of Pre-Tax Contributions
       ------------------------------------

       The Company's Pre-Tax Contributions on behalf of a Member for a Payroll
Period shall be credited to the Member's Pre-Tax Account as soon as practicable
following the end of that Payroll Period.

4.04.  Allocation of Matching Contributions
       ------------------------------------

       The Company's Matching Contribution on behalf of a Member for a Payroll
Period shall be allocated to the Member's Matching Account as soon as
practicable following that Payroll Period.

4.05.  Allocation of Discretionary Contributions and Special Contributions
       -------------------------------------------------------------------

       (a)   For any Plan Year in which the Company makes a Discretionary
Contribution designated as an additional Matching Contribution, such
contribution will be allocated to the Matching Accounts of Unrestricted 401(m)
Employees based on their Regular After-Tax Contributions or Regular Pre-Tax
Contribution allocations for that Plan Year.  Any other Discretionary
Contribution will be allocated, as of the last Valuation Date of the Plan Year,
to

                                     -27-
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


Discretionary Accounts of designated Members who are not Highly Compensated
Employees for such Plan Year based on the ratio of each such Employee's
Compensation for the Plan Year to the total Compensation of all such Employees
for the Plan Year.

       (b)   For any Plan Year in which the Company makes a Special
Contribution, such Contribution will be allocated to the Pre-Tax Contribution
Accounts of Unrestricted 401(k) Employees on a pro rata basis according to their

Compensation for the Plan Year.

4.06.  Allocation of Rollover Contributions
       ------------------------------------

       The Rollover Contributions of any Member must be allocated to his
Rollover Account.

4.07.  Excess Deferrals
       ----------------

       (a)   If a Member's Pre-Tax Election has caused that Member to have an
Excess Deferral under this Plan or any other qualified plan or deferral
mechanism, the Member qualifies for a distribution according to this section if
he allocates his Excess Deferrals among this Plan and those other qualified
plans or mechanisms no later than the first March 1 following the close of his
taxable year during which he made Excess Deferrals. A Member's allocation for
this Plan according to this Plan section is accomplished when the Member
delivers to the Employee Benefits Section a written form showing the Member's
total Excess Deferrals for the year and the portion of the total that he has
allocated to this Plan. The Administrator may require that the submitted form
contain any other facts or representations that it finds useful in applying this
Plan section, and it may require any oaths or indemnifications for the Plan that
it determines to be necessary to assure that the Plan is protected from that
Member's errors or misrepresentations. A Member who has made elective deferrals
(as described in Code section 402(g)) to a plan of an employer who is not an
Affiliate may assign to this Plan any Excess Deferrals made during the Member's
taxable year by notifying the Administrator on or before the date announced by
the Administrator of the amount of Excess Deferrals to be assigned to the Plan.
If the Administrator determines that a Member has satisfied this Plan section's
requirements, it may cause the Trustee to distribute to that Member no later
than the first April 15 following that March 1 from that Member's Pre-Tax
Account any amount that does not exceed the lesser of that year's Pre-Tax
Contributions allocated to that Member's Pre-Tax Account or the amount allocated
by that Member as this Plan's share of his Excess Deferrals.

       (b)   Excess Deferrals that are distributed in accordance with this Plan
section shall be adjusted for any income, gain or loss credited to the Member's
Pre-Tax Account as of the Valuation Date coincident with the date of
distribution.  Income, gain or loss allocable to Excess Deferrals for a Plan
Year shall be calculated in accordance with Plan section 6.03.

                                     -28-
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


4.08.  Excess Pre-Tax Contributions
       ----------------------------

       (a)   If there are Excess Pre-Tax Contributions for a Plan Year, the
provisions of subsection (b) will be applied first and then the Administrator
must apply the provisions of subsections (c) and (d) and any additional choices
available under the Treasury regulations to Code section 401(k)(8).

       (b)   To the extent that it is not inconsistent with Treasury
regulations, and within the limitations of Plan section 3.01, the Administrator
must treat, solely for federal income tax purposes, all or a portion of the
Excess Pre-Tax Contribution amounts that would be distributed to a Restricted
401(k) Employee if the provisions of subsections (c) and (d) were applied
without regard to this subsection as having been distributed to him and
contributed to his After-Tax Account as an After-Tax Contribution in accordance
with the provisions of Plan section 4.10.

       (c)   As provided in Code section 401(k)(8)(C), after the application of
subsection (b), distributions of Excess Pre-Tax Contributions must be made to
the Restricted 401(k) Employee from their Pre-Tax Accounts on the basis of the
Excess Pre-Tax Contributions attributable to each of those Members.  According
to applicable Treasury regulations and subject to the limitations of subsection
(e), a Member's share of Excess Pre-Tax Contributions must be adjusted to
reflect investment gains and losses on Pre-Tax Contributions.  In addition, the
Administrator must cause each Member's share of Excess Pre-Tax Contributions to
be reduced in any manner not prohibited by law and not inconsistent with
applicable Treasury regulations by that Member's allocation of Excess Deferrals
that are distributed according to this Plan from the Trust Fund.

       (d)   For each Restricted 401(k) Employee as to his portion (if any) of
the Excess Pre-Tax Contributions, the Administrator may cause the Trustee to
distribute up to the entire amount of that Member's portion of the Excess Pre-
Tax Contributions (and any income allocable to such contributions under
subsection (e)) to that Restricted 401(k) Employee. Any such distribution must
occur before the close of the Plan Year immediately after the Plan Year for
which the Excess Pre-Tax Contributions were allocated. Any distribution of
Excess Pre-Tax Contributions (and income) may be made without regard to any
other provisions of law.

       (e)   Excess Pre-Tax Contributions that are distributed in accordance
with subsections (c) and (d) of this Plan section shall be adjusted for any
income, gain or loss credited to the Member's Pre-Tax Account as of the
Valuation Date coincident with or immediately preceding the date of
distribution. Income, gain or loss allocable to Excess Pre-Tax Contributions for
a Plan Year shall be calculated in accordance with Plan section 6.03.

4.09.  Excess Aggregate Contributions
       ------------------------------

       (a)   If there are Excess Aggregate Contributions for a Plan Year, no
later than the last day of the next Plan Year, the Administrator may implement
the provisions of this Plan section

                                     -29-
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


and take any other action permissible according to Code section 401(m)(6) and
Treasury regulations to reduce or avoid other adverse consequences associated
with Excess Aggregate Contributions.

       (b)   As provided in Code section 401(m)(6)(C), distributions of Excess
Aggregate Contributions must be made to the Restricted 401(m) Employees on the
basis of the Excess Aggregate Contributions attributable to each of those
Members.  According to applicable Treasury regulations and subject to the
limitations of subsection (c), a Member's share of Excess Aggregate
Contributions must be adjusted to reflect investment gains and losses on those
Excess Aggregate Contributions while those assets were in the Trust Fund.  In
addition, to the extent that Pre-Tax Contribution allocations have been
considered in computing any Member's Contribution Percentage, and before any
distributions under this subsection are made, the Administrator must cause each
Member's share of Excess Aggregate Contributions to be reduced in any manner not
prohibited by law and not inconsistent with applicable Treasury regulations
first by that Member's allocation of Excess Deferrals and then by Excess Pre-Tax
Contributions that are distributed according to this Plan from the Trust Fund.
After adjustment, as described, for Excess Deferrals or Excess Pre-Tax
Contributions that are distributed, distribution of a Member's share of Excess
Aggregate Contributions (as adjusted for investment gains and losses in
accordance with subsection (c)) must come pro rata from that Member's Matching
Contribution allocations to his Matching Account, from that Member's After-Tax
Contribution allocations to his After-Tax Account, and from that Member's Pre-
Tax Contribution allocations to his Pre-Tax Account.  The Administrator may
cause the Trustee to distribute the Excess Aggregate Contributions (and any
income allocable to those contributions under subsection (c)) according to this
Plan section without regard to any other provisions of law.

       (c)   Excess Aggregate Contributions that are distributed in accordance
with subsection (b) of this Plan section shall be adjusted for any income, gain
or loss credited to the Member's Matching Contribution Account, After-Tax
Account and Pre-Tax Account, as applicable, as of the Valuation Date coincident
with or immediately preceding the date of distribution. Income, gain or loss
allocable to Excess Aggregate Contributions for a Plan Year shall be calculated
in accordance with Plan section 6.03.

       (d)   The Administrator must determine the amount of Excess Aggregate
Contributions after first determining the amount of Excess Deferrals and second,
after determining the amount of Excess Pre-Tax Contributions and causing those
Excess Deferrals and Excess Pre-Tax Contributions to be adjusted, as authorized
in Code sections 401(k)(8) and 402(g).

4.10.  Recharacterization of Excess Pre-Tax Contributions
       --------------------------------------------------

       (a)   For purposes of Plan section 4.08, the Company may treat Excess
Pre-Tax Contributions as amounts distributed to Members and recontributed to the
Plan as After-Tax Contributions. Amounts so recharacterized remain fully vested
and subject to the restrictions on distributions described in Plan section 7.07.
In addition, such amounts are to be treated as After-

                                     -30-
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


Tax Contributions for purposes of Plan article VII and Code sections 72,
401(a)(4) and 6047 and Treasury Regulation section 1.401(k)-1(b), but for all
other purposes under the Code, they shall continue to be treated as Pre-Tax
Contributions.

     (b)  The Plan Administrator will notify in writing, any Restricted 401(k)
Employee and the Internal Revenue Service of the amount of any Pre-Tax
Contribution recharacterized pursuant to this Plan section.

     (c)  Excess Pre-Tax Contributions may not be recharacterized to the extent
such amounts would cause the Plan's stated limit for After-Tax Contributions to
be exceeded for any Restricted 401(k) Employee.

     (d)  Recharacterization of Excess Pre-Tax Contributions must occur no later
than two and one-half months after the end of the Plan Year with respect to
which such Excess Pre-Tax Contributions were made and is deemed to occur on the
date the last Restricted 401(k) Employee is informed in writing of the amount
recharacterized and the consequences thereof.

     (e)  Recharacterized amounts shall be taxable income to the Restricted
401(k) Employee for such Member's taxable year containing the earliest dates in
the Plan Year on which the Member would have received these amounts had he
originally elected to receive them in cash.

                                     -31-
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


                                   ARTICLE V

                                  INVESTMENTS
                                  -----------

5.01.  Investment Funds
       ----------------

       The Trust Fund shall be comprised of the Pooled Investment Funds and
Stock Funds described in Exhibit III. The Board of Directors of Albemarle
Corporation or its delegatees may add or delete Investment Funds from time to
time. Members shall be given notice of all changes in Investment Funds offered
under this section. The availability of Investment Funds shall be administered
on a uniform and nondiscriminatory basis with respect to all similarly situated
Members.

5.02.  Investment of Matching and Discretionary Accounts
       -------------------------------------------------

       (a)   Except as provided in subsections (b) and (c), a Member may not
direct the investment of amounts allocated to his Matching and Discretionary
Accounts. All Matching and Discretionary Contributions made to the Plan by the
Company shall be invested in the Albemarle Stock Fund.

       (b)   A Member who is a Transferred Employee may request the liquidation
and transfer to an alternate Active Investment Fund of all or part of his
investment in the Ethyl Stock Fund or the Tredegar Stock Fund attributable to
the portion of such Member's Matching Account or Discretionary Account that
represents matching contributions or discretionary contributions allocated to
his account under the Ethyl Plan. Transfers pursuant to this subsection (b)
shall be made at such time and in such manner as provided under Plan section
5.04. Such Member also may request the liquidation and transfer to an alternate
Active Investment Fund of all or part of his investment in the Albemarle Stock
Fund attributable to the portion of such Member's Matching Account that
represents matching contributions allocated to his account under the Ethyl Plan
prior to May 1, 1983, in accordance with the applicable provisions governing
Member directed investments under Plan section 5.04.

       (c)   A Member may request the liquidation and transfer of all or part of
his investment in the Albemarle Stock Fund attributable to Matching
Contributions or Discretionary Contributions paid to the Plan by the Company on
his behalf from that Stock Fund to an alternate Investment Fund. A Member who is
a Transferred Employee also may request the liquidation and transfer to an
alternate Active Investment Fund of all or part of his investment in the
Albemarle Stock Fund attributable to the portion of such Member's Matching
Account or Discretionary Account that represents matching contributions or
discretionary contributions allocated to his account under the Ethyl Plan on or
after May 1, 1983 ("Post '83 Match Account"). Transfers pursuant to this
subsection shall be made at such time and in such manner as may be prescribed by
the Company from time to time as provided for Member directed investments under
Plan section 5.04. Only one such transfer from the Albemarle Stock Fund

                                     -32-
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001

(whether it be full or partial) shall be permitted during any one period of
employment of a Member by the Company. For purposes of this restriction, a
period of employment will be deemed to end when a Member's account is
distributed to him in accordance with Plan section 7.01 or 7.02.

5.03.  Investment in Inactive Investment Funds
       ---------------------------------------

       (a)   No After-Tax Contributions, Pre-Tax Contributions or Rollover
Contributions may be invested in the Ethyl Stock Fund or the Tredegar Stock
Fund.  Existing investments in such Investment Funds shall remain so invested
until transferred or distributed under the terms of the Plan.

       (b)   A Member who is a Transferred Employee may request the liquidation
and transfer to an alternate Active Investment Fund of all or part of his
investment in the Ethyl Stock Fund or the Tredegar Stock Fund attributable to
the portion of such Member's Account that represents after-tax, pre-tax,
matching and discretionary contributions allocated to his account under the
Ethyl Plan in accordance with the applicable provisions governing Member
directed investments under Plan section 5.04.

5.04.  Member Directed Investments
       ---------------------------

       (a)   Each Member shall have the opportunity to direct the investment of
his Directed Accounts in accordance with this Plan section. The provisions of
this Plan section are intended to satisfy the requirements of ERISA section
404(c) and the regulations promulgated thereunder. Under the terms of this Plan
section, each Member will have a reasonable opportunity to give investment
instructions to the Administrator or his delegatee.  The Administrator or his
delegatee is obligated to comply with such instructions except as provided in
subsection (h), provided that the instructions are in accordance with the
procedures governing investment elections.  A Member who directs the investment
of his Directed Accounts in accordance with this Plan section shall not be
deemed to be a fiduciary of the Plan (as defined in ERISA section 3(21)).  In
addition, no fiduciary with respect to the Plan shall be liable for any breach
of Title I of ERISA as a result of a Member's investment direction.

       (b)   A Member may direct the investment of his Directed Accounts into
any of the Active Investment Funds in accordance with the investment election
procedures described in the following subsections.

       (c)   Each Member may elect to invest his future After-Tax Contributions,
Pre-Tax Contributions and Rollover Contributions allocable to his Account in
increments of one percent (1%).  Investment elections may be made at such time
and in such manner as the Company may from time to time prescribe on a uniform
and nondiscriminatory basis with respect to all similarly situated Members;
provided, however, that the Company may impose such restrictions on the time and
manner of investment elections as may be necessary to comply with the

                                     -33-
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


requirements of the Securities Exchange Act of 1934. Any such investment
election shall be deemed to continue until a notice of change is received by the
Employee Benefits Section or its delegatees. A Member's directions must cover
the entire amount of his future After-Tax Contributions, Pre-Tax Contributions
and Rollover Contributions and can apply to his After-Tax Contributions, Pre-Tax
Contributions and Rollover Contributions separately.

     (d)  A Member may, in addition to the election under subsection (c), elect
to liquidate and transfer all or part of his investment in the Pooled Investment
Funds or the Albemarle Stock Fund to an alternate Active Investment Fund.  A
Member may effect a transfer at such time and in such manner as may be
prescribed by the Company from time to time on a uniform and nondiscriminatory
basis with respect to similarly situated Members; provided, however, that the
Company may impose such restrictions on the time and manner of transfer
elections as may be necessary to comply with requirements of the Securities
Exchange Act of 1934.  Transfer elections shall be based on the value of the
Member's Account in the applicable Investment Fund as of the Valuation Date
coincident with or immediately preceding the date all or part of his interest is
liquidated and, if later, the Valuation Date coincident with or immediately
preceding the date amounts are reinvested upon settlement of accounts.

     (e)  The Administrator shall provide Members with sufficient information
concerning the Investment Funds to permit them to make informed investment
decisions.  Alternatively, the Administrator may provide Members with directions
as to how such investment information may be obtained.

     (f)  A Member's Directed Accounts may be charged for the reasonable
expenses of carrying out his investment directions, provided that reasonable
procedures are established to inform the Member of any such charges. Each Member
also must receive periodic reports on the actual expenses incurred with respect
to such Accounts.

     (g)  The Trustee may decline to follow any Member direction under this Plan
section which, if implemented

          (1)  would not be in accordance with the documents and instruments
     governing the Plan, insofar as such documents are consistent with Title I
     of ERISA;

          (2)  would cause the Trustee to maintain an indicia of ownership of
     any asset of the Plan outside the jurisdiction of the district courts other
     than as permitted by ERISA section 404(b);

          (3)  would jeopardize the Plan's tax-qualified status under Code
     section 401(a);

          (4)  would result in a direct or indirect: (i) sale, exchange or lease
     of property between the Company and the Plan (other than a purchase or sale
     of Albemarle

                                     -34-
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001

     Corporation common stock that satisfies subsection (k)); (ii) loan to the
     Company or an Affiliate; (iii) acquisition or sale of any employer real
     property; or (iv) acquisition or sale of any employer security (as defined
     in ERISA section 407(d)(1)) except to the extent that the acquisition of
     such security satisfies subsection (k);

          (5)  would result in a prohibited transaction described in ERISA
     section 406 or Code section 4975;

          (6)  would result in a loss in excess of the Member's Account balance;
     or

          (7)  would generate income that would be taxable to the Plan.

     (h)  Except as provided in subsection (b), if a Member chooses not to
direct the investment of all or part of his future After-Tax Contributions, Pre-
Tax Contributions or Rollover Contributions allocated to his Account (whether an
affirmative choice or one deemed by his failure to make an election to invest
such future contributions), the Trustee shall, to the extent consistent with its
fiduciary duties under ERISA section 404, invest the Member's future After-Tax
Contributions, Pre-Tax Contributions and Rollover Contributions or that portion
of any such contributions in the Merrill Lynch Retirement Preservation Trust, or
such other Investment Fund as announced by the Administrator.

     (i)  If a Member terminates employment on account of death, the Trustee
shall, to the extent consistent with its fiduciary duties under ERISA section
404(c), invest any amounts remaining in the Member's Directed Accounts among the
various Investment Funds in accordance with the Member's instructions in effect
on the date of his death until such time as the Member's Account may be
distributed to his Beneficiary pursuant to Plan section 7.01.

     (j)  A Member may direct all or a portion of his Directed Accounts in
Albemarle Corporation common stock provided that:

          (1)  Albemarle Corporation common stock is a qualifying employer
     security as defined in ERISA section 407(d)(3);

          (2)  Albemarle Corporation common stock is traded on a national
     securities exchange or other securities market;

          (3)  Albemarle Corporation common stock is traded with sufficient
     frequency and in sufficient volume to assure that Member directions to buy
     or sell the security may be acted upon promptly and efficiently;

          (4)  the same information provided to shareholders of Albemarle
     Corporation common stock is provided to Members who invest in such
     Albemarle common stock;

                                     -35-
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


          (5)  voting, tender and similar rights with respect to Albemarle
     Corporation common stock are passed through to Members;

            (6)  information relating to the purchase, holding, and sale of
       Albemarle Corporation common stock and the exercise of voting, tender and
       similar rights with respect to such securities by Members is maintained
       in accordance with procedures designed to safeguard the confidentiality
       of such information, except to the extent necessary to comply with
       Federal laws or state laws not preempted by ERISA; and

            (7)  Albemarle Corporation designates a fiduciary who is responsible
       for ensuring that (i) the procedures required in paragraph (4) above are
       sufficient to safeguard the confidentiality of the information described
       in that paragraph; (ii) such procedures are being followed; and (iii) an
       independent fiduciary (who is not affiliated with a Company) is
       designated or appointed to carry out activities relating to any situation
       which the fiduciary designated for purposes of this paragraph determines
       involve a potential for undue influence upon Members by any Company with
       regard to the direct or indirect exercise of shareholder rights.

Absent the designation of a fiduciary in accordance with this subsection on or
before the prescribed date, Albemarle Corporation is designated as the fiduciary
and shall continue as such, until it appoints a successor.  Albemarle
Corporation shall retain the right to appoint and remove both the fiduciary
required by this Plan section and any independent fiduciary appointed pursuant
to paragraph (7).  If Albemarle Corporation fails to appoint an independent
fiduciary hereunder in circumstances which the Trustee believes warrants such
appointment, the Trustee may request Albemarle Corporation to do so and
Albemarle Corporation shall either make such appointment or Albemarle
Corporation shall appoint a successor Trustee.

       (k)   For purposes of this Plan section, the term "Directed Accounts"
shall refer to a Member's After-Tax Account, Pre-Tax Account, Rollover Account
and with respect to a Member who is a Transferred Employee, "Directed Accounts"
also may include (i) the portion of such Member's Matching Account or
Discretionary Account attributable to matching contributions or discretionary
contributions allocated to his account under the Ethyl Plan that represents his
investment in the Ethyl Stock Fund or the Tredegar Stock Fund and (ii) the
portion of such Member's Matching Account attributable to matching contributions
allocated to his account under the Ethyl Plan prior to May 1, 1983, that
represents a portion of such Member's investment in the Albemarle Stock Fund.

5.05.  Transfer Procedures
       -------------------

       (a)   If a Member elects to transfer less than the full amount of his
investment in a particular Investment Fund as provided in Plan sections 5.03 and
5.05, the amount transferred will be charged against his accounts invested in
that Fund as follows:

                                     -36-
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


            (1)   For all Investment Funds other than the Albemarle Stock Fund,
       the amount transferred shall be taken on a pro rata basis, as of the
       applicable Valuation Date, from amounts allocated to all his Accounts, as
       applicable.

            (2)   For the Albemarle Stock Fund, the amount transferred shall be
       taken on a pro rata basis, as of the applicable Valuation Date, from
                  --- ----
       amounts allocated to all Accounts other than the Post-83 Match Account.

            (3)   A Member may transfer the amounts allocated to his Post-83
       Match Account in the Albemarle Stock Fund only in accordance with the
       provisions of Plan section 5.02(c).

       (b)  In order to complete transfer transactions described in Plan section
5.02, 5.03 and 5.04, the Trustee shall purchase and sell, at current market
rates, units of participation in the Pooled Investment Funds and shares of
common stock held in the Stock Funds.  When the Trustee sells units of
participation or shares of common stock to effect a transfer of a Member's
interest from one Investment Fund to another Investment Fund, the Trustee shall
not reinvest the proceeds from such sale until after the settlement date.  To
the extent possible, the Trustee shall match share sale requirements from the
Albemarle Stock Fund with share purchase requirements from the Albemarle Stock
Fund.  Notwithstanding the foregoing, if the total number of shares of Albemarle
Corporation common stock to be sold exceeds the number of shares to be allocated
to accounts in the Albemarle Stock Fund, the Trustee may permit Albemarle
Corporation to repurchase any shares of Albemarle Corporation common stock at
then current market rates.

5.06.  Investment of Income
       --------------------

       Income collected by the Trustee in the Pooled Investment Funds shall be
reinvested in the Fund to which it relates.  Dividends on the Stock Funds and
earnings on temporary investments :of cash in such Stock Funds shall be
reinvested in the Stock Fund to which they relate.

5.07.  Warrants, Rights and Options
       ----------------------------

       A Member shall have the right to request, direct or demand the Trustee to
exercise on his behalf any rights, warrants or options issued with respect to
common stock allocated to his Account in the Stock Funds, and the Trustee shall
exercise or sell any such rights, warrants or options in accordance with the
Member's directions.  A Member shall not have the right to request, direct or
demand the Trustee to exercise on his behalf any rights, warrants or options
issued with respect to other securities credited to his Account and the Trustee,
in its discretion, may exercise or sell any such rights, warrants or options.
In the event warrants, rights or options are exercised or sold under this
subsection, each Member's Account shall be credited with its proportionate share
of the proceeds.

                                     -37-
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


5.08.  Voting Rights
       -------------

       (a)   All voting rights with respect to securities in the respective
investments shall be exercised by the Trustee or by such proxies as the Trustee
may select.

       (b)   Voting rights with respect to stock in the Stock Funds shall be
exercised as provided in this subsection.  When and to the extent voting rights
may be exercised by holders of such common stock, the Administrator will cause
to be mailed to each Member who has a portion of his Account invested in the
applicable fund, copies of the same proxy material as is sent to stockholders of
the Albemarle Corporation, Ethyl Corporation or Tredegar Industries, Inc. as
applicable, with the request that the Member give voting instructions to the
Trustee with respect to the number of shares of common stock in his Account as
of the Valuation Date coincident with the record date for such stockholder
meeting.  When instructions are received, the Trustee shall vote such shares in
accordance therewith.  Any shares of common stock credited to a Member's Account
as of the applicable Valuation Date for which the Trustee receives no voting
instructions or shares of common stock which are held by the Trustee and are not
credited to any Member's Account as of the applicable Valuation Date shall, to
the extent consistent with its fiduciary duties under ERISA section 404, be
voted by the Trustee in accordance with the recommendations of management
contained in such proxy material.  If the Trustee receives instructions for
fractional shares of common stock, the Trustee shall aggregate like instructions
for such fractional shares to the extent possible and vote the aggregated shares
according to the Member's instructions.

       (c)   Voting rights with respect to the Investment Funds shall be
exercised by the Trustee, as directed by the Committee.

5.09.  Tender or Exchange Rights
       -------------------------

       (a)   The limitations of Plan sections 5.04 and 5.05 to the contrary
notwithstanding, each Member may, to the extent that his Account is invested in
the Stock Funds as of the Valuation Date coincident with the record date, direct
the Trustee in writing as to the manner in which to respond to a tender or
exchange offer with respect to such shares.  To the extent consistent with its
fiduciary duties under ERISA section 404, the Trustee shall respond in
accordance with the instructions so received.  The Trustee shall distribute or
cause to be distributed to each Member such information as will be distributed
to stockholders in connection with any such tender or exchange offer, together
with a form requesting the Member's confidential instructions on whether or not
such shares will be tendered or exchanged.  To the extent consistent with its
fiduciary duties under ERISA section 404, the Trustee shall not tender or
exchange any shares of Albemarle Corporation common stock credited to a Member's
Account as of the applicable Valuation Date for which the Trustee does not
receive timely direction as to the manner in which to respond to a tender or
exchange offer.  Any shares of common stock that are held by the Trustee which
are not credited to a Member's Account as of the applicable Valuation Date
shall, to the extent consistent with its fiduciary duties under

                                     -38-
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


ERISA section 404, be tendered or exchanged by the Trustee proportionally in the
same manner as are shares tendered or exchanged with respect to which Members
have the right of direction.

       (b)   Cash proceeds received in a tender or exchange offer of common
stock credited to a Member's Account pursuant to this Plan section shall be
invested in the Merrill Lynch Retirement Preservation Trust or such other
Investment Fund announced by the Administrator, until directed otherwise by the
Member. Non-cash proceeds received in a tender or exchange pursuant to this Plan
section shall be held in such manner as may be prescribed by the Company from
time to time on a uniform and nondiscriminatory basis with respect to similarly
situated Members.

       (c)   Subsections (a), (b) and (c) to the contrary notwithstanding, each
Member may, to the extent his Account is invested in shares of Ethyl Corporation
common stock, direct the Trustee in writing as to the manner in which to respond
to a tender offer of Ethyl Corporation common stock as set forth in Ethyl
Corporation's Offer to Purchase dated August 27, 1997, and any amendments
thereto (the "Offer").  Each such Member may direct the Trustee only with
respect to those shares of Ethyl Corporation common stock held in such Member's
Account as of the Valuation Date coincident with the date instructions are
received by the Trustee.  Any direction to the Trustee and the Trustee's
response to such directions must be made in accordance with the procedures
described in subsections (a), (b) and (c) above, and in accordance with
materials sent to Members describing the Offer.

5.10.  Other Provisions Applicable to Funds
       ------------------------------------

       (a)   The fact that a security is available for investment under the Plan
shall not be construed as a recommendation for its purchase, and each Member's
selection as to an Investment Fund will be solely the responsibility of the
Member.

       (b)   Except as provided in this article, all other rights of legal
ownership with respect to securities in the respective investments shall be
exercised by the Trustee.

       (c)   When incurred, brokerage commissions, transfer taxes and other
charges, and expenses in connection with the purchase or sale of securities
shall be added to the cost of such securities or deducted from the proceeds
thereof, as the case may be.

       (d)   No less frequently than annually a report will be given to each
Member showing the value of his interest in each Investment Fund.

       (e)   All securities in the Investment Funds will be held in the name of
the Trustee or its nominee.

                                     -39-
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


                                  ARTICLE VI

                           VALUATION AND ACCOUNTING
                           ------------------------

6.01.  Valuation of Accounts
       ---------------------

       Members' Accounts shall be valued, pursuant to the remaining provisions
of this article, as of each Valuation Date using the fair market value of the
Investment Funds as reported in writing by the Trustee.

6.02.  Allocation of Contributions Between Investment Funds
       ----------------------------------------------------

       Contributions allocated to a Member's Account as of any Valuation Date
shall be divided by the Administrator between the Investment Funds in accordance
with the provisions of Plan article V.

6.03.  Allocation of Income and Gains and Losses
       -----------------------------------------

       (a)   Cash dividends paid or accrued on shares of stock included in the
Stock Funds shall be allocated to the cash balance of each Member's Account on
the basis of the ratio of the number of shares of stock in each Account as of
the Valuation Date coincident with the ex-dividend date to the total number of
shares of stock in all such accounts at such time.

       (b)   Before crediting the amounts allocated to any Member for each
Valuation Date under Plan section 6.02, the net gain or loss attributable to the
Stock Funds shall be determined by adding together all income received or
accrued, realized profits (excluding any dividends paid on shares of stock
allocated under subsection (a)), all charges and expenses, and any realized
losses which may have been sustained. Such net gain or loss shall be allocated
to the cash balances of each Member's account existing in the Stock Funds on the
basis of the ratio of the cash balance of each account in each Investment Fund
immediately after the preceding Valuation Date to the total cash balances in all
accounts in such Investment Funds at that time. The value of shares of stock in
the Stock Funds shall increase or decrease to reflect any unrealized profits or
losses that may have been sustained.

       (c)   Before crediting the amounts allocated to any Member for each
Valuation Date under Plan section 6.02, each Member's Account shall be adjusted
as of each Valuation Date to reflect all income received or accrued, realized
and unrealized profits, all charges and expenses, and any realized or unrealized
losses which may have been sustained with respect to the Pooled Investment
Funds, as applicable, in accordance with such procedures as may be established
by the Administrator for appropriate record-keeping.

                                     -40-
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


6.04.  Allocation of Shares of Stock
       -----------------------------

       (a) Shares of stock purchased by the Trustee for investment in the Stock
Funds since the preceding Valuation Date (excluding any shares of stock
purchased to satisfy investment transfer requests in accordance with Plan
section 5.04) shall be allocated to each Member's account within the Stock
Funds, on the basis of the ratio of the cash balance of each such account as of
the Valuation Date to the total cash balances in all such accounts at such time.
Concurrent with the allocation of such purchased shares, the cash balance in
each account will be correspondingly reduced based on the average purchase price
paid by the Trustee for such shares.

       (b) Shares acquired by dividends, stock splits or other such divisions
shall be allocated to the Member's Account on the basis of the ratio of the
number of shares of stock in each such Account as of the Valuation Date
coincident with the ex-dividend date of such dividend, split, or other division,
to the total number of shares of stock in all separate Accounts at such time.
Tender or exchange rights will be processed as described in Plan section 5.09.

                                     -41-
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


                                  ARTICLE VII

                           VESTING AND DISTRIBUTIONS
                           -------------------------

7.01.  Plan Termination, Death, Permanent and Total Disability, Retirement
       -------------------------------------------------------------------

       In the event of termination of the Plan or a Member's termination of
employment by reason of death, qualification for Permanent and Total Disability
or retirement, the value of the Member's Matching and Discretionary Accounts
shall be one hundred percent (100%) vested.  Except as provided in Plan section
7.04, the Plan shall pay to the Member or his Beneficiary, as the case may be,
the total value of the Member's Account in a single payment as soon as
administratively practicable after his termination of employment.  The total
value of the Member's Account shall be determined as of the Valuation Date
coincident with or immediately preceding the date of distribution.  Cash
distributions in lieu of stock shall be made as soon as administratively
feasible following the applicable settlement date.  Notwithstanding the
foregoing, a distribution under this Plan section shall not be made if
restricted by Plan section 7.07.

7.02.  Other Separation
       ------------------

       (a) In the event of termination of employment for reasons other than
death, retirement or qualification for Permanent and Total Disability, the Plan
shall pay to the Member the value of his After-Tax, Pre-Tax, and Rollover
Accounts plus the value arising from the vested portion of his Matching and
Discretionary Accounts. Except as provided in Plan section 7.04, the Plan shall
pay to the Member the value of his vested Account described in the preceding
sentence in a single payment as soon as administratively practicable after his
termination of employment. The value of the Member's vested Account shall be
determined as of the Valuation Date coincident with or immediately preceding the
date of distribution. Cash distributions in lieu of stock shall be made as soon
as administratively feasible following the applicable settlement date.

       (b) A distribution cannot be made pursuant to this Plan section or Plan
section 7.01, if, at the time of the distribution, the Member is again employed
by the Company, unless the distribution is by reason of Plan termination
(provided such distribution is not restricted by Plan section 7.07).

       (c) Matching and Discretionary Accounts become vested according to the
following table:

                                     -42-
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


                  Completed                    Vested Percentage
              Years of Service                    of Accounts
              ----------------                    -----------

                 Less than 3                           0%
              3 but less than 4                       60%
              4 but less than 5                       80%
                  5 or more                          100%

A Member shall also be fully vested in his Matching and Discretionary Accounts
upon attainment of Normal Retirement Age while in the active employ of the
Company.

     Anything in this Plan section to the contrary notwithstanding, any Member
who is an employee of Albemarle Corporation or Albemarle Corporation subsidiary
Imi-Tech Corporation on September 30, 1994, and whose employment is terminated
as a result of the sale of Imi-Tech Corporation to ALLCO Acquisition Co. or who
becomes an employee of ALLCO Acquisition Co. subsidiary Imi-Tech Corporation as
of October 1, 1994 shall be fully vested in his Matching and Discretionary
Accounts as of September 30, 1994.

     In addition, any Member whose employment with Albemarle Corporation is
terminated as a result of the sale of certain assets of Albemarle Corporation to
Amoco Corporation, and who was employed by Amoco Corporation immediately
following his termination of employment with Albemarle Corporation as a result
of the sale to Amoco Corporation, shall be fully vested in his Matching and
Discretionary Accounts.

     In addition, any Member whose employment with Albemarle Corporation is
terminated as a result of the sale of assets of Albemarle Corporation's
polysilicon electronic materials business located in Pasadena, Texas to MEMC
Pasadena, Inc. ("MEMC Pasadena"), and who was employed by MEMC Pasadena
immediately following his termination of employment with Albemarle Corporation
as a result of the sale to MEMC Pasadena, shall be fully vested in his Matching
and Discretionary Accounts.

     (d)  If a Member terminates employment with the Company and is reemployed
as an Employee, the following rules apply:

          (1) If a Member is reemployed after incurring a Break in Service but
     before incurring five (5) consecutive one-year Breaks in Service, his
     vested interest in his Matching and Discretionary Accounts is determined
     based on his Years of Service before the Break in Service and his Years of
     Service after the Break in Service.

          (2) If a Member is reemployed after incurring five (5) or more
     consecutive one-year Breaks in Service, all Years of Service after such
     Breaks in Service shall be disregarded for purposes of determining such
     Member's vested interest in his pre-break Matching and Discretionary
     Accounts.  For purposes of determining such Member's

                                     -43-
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


     vested interest in his post-break Matching and Discretionary Account, he
     retains his Years of Service for his service before the Breaks in Service
     only if he had a vested interest in his Matching or Discretionary Account
     at the time of his termination of employment.

     (e)  If a Member terminates his employment and does not receive a
distribution, the non-vested portion of his Matching and Discretionary Account
will be retained in the Plan until such time as such Member first incurs five
(5) consecutive one-year Breaks in Service, at which time such non-vested
portion shall be forfeited. Until forfeited, a Member's vested interest in such
Accounts at any subsequent date shall be determined according to the following
formula

                               (P) (AB + D) - D

where P is his vested percentage as of the date of determination; AB equals his
total Account balance as of the date of determination; and D is the amount of
any distribution he received at his earlier separation from service.

     (f)  If a Member terminates employment and receives a distribution, the
non-vested portion of his Matching and Discretionary Accounts will be forfeited
as of the Valuation Date coincident with or immediately following the date of
distribution. If the Member is later reemployed and resumes participation in the
Plan, the value of the non-vested portion of his Matching and Discretionary
Account that was forfeited pursuant to this subsection (f) will be reinstated to
its value as of the date of forfeiture, without adjustment for any subsequent
gains or losses of the Trust Fund, if the Member repays in cash in a lump sum
the entire amount distributed to him before the earlier of five (5) years after
the Member's reemployment date or the date he incurs five (5) consecutive one-
year Breaks in Service following the date of distribution. If the Member's
Account is not reinstated, then all Years of Service prior to such Breaks will
be disregarded.

     (g)  In the case of a terminated Member whose vested interest in his
Matching and Discretionary Account is zero, such Member shall be deemed to have
received a distribution of such vested Account balance and the Member's non-
vested Matching and Discretionary Account balance shall be forfeited as of the
Valuation Date coincident with or immediately following the Member's termination
of employment.

     (h)  The value of the portion of a Matching or Discretionary Account that
is forfeited shall be determined as of the Valuation Date coincident with or
immediately preceding the date such forfeitures are credited against Company
Matching Contributions due under Plan section 3.08.

                                     -44-
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


7.03.  Timing of Distributions
       -----------------------

       (a) If, as of the applicable Valuation Date, the value of the vested
portion of a terminated Member's Account exceeds $3,500 (or has exceeded $3,500
at the time of any prior distribution), then on his Information Date, the
participant shall be given a written notice (by first class mail or personal
delivery), which describes the form of benefit payment under Plan section 7.01
or 7.02 and the Member's right to defer receipt of the distribution until it is
no longer immediately distributable.  Effective January 1, 1998, $3,500 is
replaced with $5,000 in the preceding sentence for Members who terminate on or
after January 1, 1998, or for former Members whose vested Account balance did
not exceed $5,000 on January 1, 1998.  After his Information Date, a Member must
consent in writing to receive a distribution pursuant to Plan section 7.01 or
7.02.

       (b) Except as provided in the following sentences, a Member's Annuity
Starting Date is a date that is at least thirty (30) days but not more than
ninety (90) days after his Information Date.  A Member may affirmatively elect
to waive the minimum thirty (30) day period, provided that he receives adequate
information describing his right to a thirty (30) day election period and may
revoke such affirmative election until his Annuity Starting Date.

       (c) On his Information Date, a Member shall be given a written notice (by
first class mail or personal delivery), which describes the following:  (i) the
form of benefit payment under Plan section 7.01 or 7.02; (ii) the Member's right
to defer receipt of the distribution until such time as his Account is
distributable without his consent; and (iii) the Member's right to a period of
thirty (30) days after receipt of the notice to consent to a distribution (and,
if applicable, to elect a particular distribution option).  After receipt of the
notice required by this subsection, the terminated Member must consent in
writing to receive a distribution.  Such distribution may commence fewer than
thirty (30) days after the Information Date provided the Member elects in
writing to receive such distribution.

       (d) If, after his Information Date, the terminated Member does not
consent to receive a distribution pursuant to Plan section 7.01 or 7.02, the
distribution of his Account will be postponed until the date on which the
Account is no longer immediately distributable. A Member's Account is
immediately distributable prior to the earlier of (i) the Member's attainment of
age sixty-five (65) or (ii) his death. The terminated Member's postponed
distribution account will be held as part of the Trust Fund and will participate
in the income, gains, and losses of the Trust on a proportionate basis.

       (e) Elections under Plan section 7.01 or 7.02 shall be made in writing to
the Administrator during the ninety (90) day period ending on the later of the
Member's Annuity Starting Date or the date he receives the information described
in subsection (a), and shall take effect as of the Member's Annuity Starting
Date.  After the Annuity Starting Date, no further elections, changes in
elections, or revocations of elections are permitted.

                                     -45-
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


7.04.  Qualified Domestic Relations Order Distributions
       ------------------------------------------------

       (a) The Administrator must establish reasonable written procedures for
determining the qualified status of a domestic relations order and for
administering payments under a Qualified Domestic Relations Order.  The
Administrator must promptly notify the Member and each Alternate Payee of the
receipt of a domestic relations order and of the procedures for determining its
qualified status.  Within a reasonable period after it receives a domestic
relations order, the Administrator must determine whether the order is a
Qualified Domestic Relations Order and notify the Member and each Alternate
Payee of such determination.

       (b) No amounts will be distributed by withdrawal or Plan loan to the
Member to whom a domestic relations order relates after the date on which the
Administrator receives the order (or a modification of an order) for
determination as a Qualified Domestic Relations Order and before the earlier of
(i) the expiration of the eighteen-month period beginning on that date; (ii) the
date on which the Administrator determines that the order (or a modification of
an order) is a Qualified Domestic Relations Order; or (iii) the date the parties
notify the Administrator that they no longer intend to pursue a Qualified
Domestic Relations Order with respect to the Member's Account. The Administrator
must separately account for the amounts that would have been payable to the
Alternate Payee during the period described above if the order had been
determined to be a Qualified Domestic Relations Order.

       (c) The following provisions apply to amounts that are subject to a
domestic relations order that is determined to be a Qualified Domestic Relations
Order.

           (1) Notwithstanding any Plan provision to the contrary, the Alternate
       Payee shall receive payment of the amount awarded to him under the
       Qualified Domestic Relations Order as soon as practicable after the date
       of entry of the order, provided, however, that the amount paid to the
       Alternate Payee pursuant to the Qualified Domestic Relations Order shall
       not exceed the vested portion of the Member's Account, valued as of the
       Valuation Date coincident with or immediately preceding the date of entry
       of the order. The Qualified Domestic Relations Order may not specify a
       date of payment to the Alternate Payee that is later than the payment
       date specified under this subparagraph. Payment of amounts with respect
       to a Member who has not yet terminated employment is not to be considered
       to violate the prohibition on providing increased benefits in the Plan's
       definition of a Qualified Domestic Relations Order.

           (2) Payments made on behalf of the Alternate Payee shall be made in
       accordance with Plan section 7.05.

           (3) Unless otherwise specified in the Qualified Domestic Relations
       Order, payment to the Alternate Payee shall be charged pro rata against
       the Member's Accounts under the Plan, including earnings thereon.

                                     -46-
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


          (4) If the Alternate Payee dies before receiving his interest in
       accordance with subparagraph (1), if any, in the Plan and unless
       otherwise specified in the Qualified Domestic Relations Order, such
       interest shall be paid to the first surviving class of the following
       successive preference beneficiaries as provided in Plan section 1.11: the
       Alternate Payee's (i) widow or widower; (ii) surviving children equally;
       (iii) surviving parents equally; (iv) surviving brothers and sisters
       equally; or (v) the executor(s) or administrator(s) of the Alternate
       Payee's estate. Payment shall be made to the Alternate Payee's
       beneficiary or beneficiaries as soon as practicable after the Valuation
       Date coincident with or immediately following his date of death.

          (5) If the Member dies before the Alternate Payee and before the
       Alternate Payee has received payment of his interest in this Plan in
       accordance with subparagraph (1) and unless otherwise specified in the
       Qualified Domestic Relations Order, the Alternate Payee shall be entitled
       to receive amounts from the Plan only to the extent that he is designated
       as the Member's surviving spouse. Payment shall be made to the Alternate
       Payee as soon as practicable after the Valuation Date coincident with or
       immediately following the date of death of the Member.

7.05.  Form of Distribution
       --------------------

       Except as may otherwise be provided in Plan sections 7.06 and 7.07,
payments from the Plan shall be in cash; provided, however, that a Member,
Beneficiary or Alternate Payee may, to the extent possible, designate all or
part of any distribution from the Albemarle Stock Fund, the Ethyl Stock Fund and
the Tredegar Stock Fund to be paid in whole shares of stock.

7.06.  Withdrawals
       -----------

       A Member may elect to withdraw cash amounts or shares of stock from his
After-Tax Account, his Rollover Account and his Pre-Tax Account as provided
below.  A Member may elect to withdraw amounts from his After-Tax Account
pursuant to subsection (a)(1) or his Pre-Tax Account pursuant to subsection
(b)(1) only once in each calendar month.  Amounts allocated to a Member's
Matching and Discretionary Accounts may not be withdrawn.  Amounts reclassified
under Plan section 4.08(b) may be withdrawn only pursuant to subsection (b).
The withdrawal amount shall be paid to the Member as soon as practicable after
the date such withdrawal is requested.  A Member's request for a withdrawal must
specify the order of payment from the Investment Funds.  The Member's affected
Accounts shall be valued as of the Valuation Date coincident with or immediately
preceding the date amounts are paid to the Member.  The Company may from time to
time prescribe minimum notice periods and closing dates (for administrative
convenience) for any withdrawal requests under this Plan section on a uniform
and nondiscriminatory basis with respect to all similar situated Members.

                                     -47-
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


     (a)  After-Tax Account Withdrawals
          -----------------------------

          (1)  Partial withdrawals.  A Member may, without penalty, withdraw up
               -------------------
     to seventy-five percent (75%) of the value of his After-Tax Account (except
     for amounts that were reclassified under Plan section 4.08(b)) as of the
     last Valuation Date of the immediately preceding Plan Year, determined as
     follows;

               (A) with respect to amounts invested in the Investment Funds, the
          Member shall specify the dollar amount to be withdrawn, and

               (B) with respect to amounts invested in the Stock Funds, the
          Member shall specify the number of shares of stock to be withdrawn or
          sold.  If the total value of the shares specified to be withdrawn or
          the cash proceeds from the shares specified to be sold exceeds the
          amount of withdrawable contributions, the excess shall be added to the
          Member's Account in the appropriate Investment Fund pro rata on the
          basis of the values of the shares of stock in that Fund.

     If the total value of the cash and shares specified to be withdrawn or the
     total value of the cash and cash proceeds from the shares specified to be
     sold exceeds the amount of withdrawable contributions, the excess shall be
     treated as attributable to the value of the shares withdrawn or sold from
     the Stock Funds, as applicable, and such excess shall be added to the
     Member's Account in the appropriate Investment Fund pro rata on the basis
     of the value of the shares of stock withdrawn or sold.

          (2)  Total withdrawals.  If a Member elects to withdraw an amount in
     excess of that available under paragraph (1), he must withdraw completely
     the net proceeds in his After-Tax Account determined as follows:

               (A) with respect to amounts invested in the Investment Funds, the
          total cash amount allocated to the Member's Account; plus

               (B) with respect to amounts invested in the Stock Funds, the
          total number of shares and cash allocated to the Member's separate
          account.  A Member may elect to have the total number of shares
          allocated to his separate account in each specified Investment Fund
          sold and withdraw the net proceeds realized from the sale of such
          shares together with such cash allocated to the account.

     At the beginning of the Payroll Period next following the effective date of
     a Total Withdrawal, the Member's contributions to the Plan shall be
     suspended for a period of twelve (12) months.

          (3)  Basis recovery.  A Member's After-Tax Contributions and earnings
               --------------
     under the Plan are to be treated as a separate contract under Code section
     72(d).

                                     -48-
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


     (b)  Other Withdrawals
          -----------------

          (1)  Post-age 59 1/2 withdrawals.  The Member may, without penalty,
               ---------------------------
     withdraw all or any part of his Pre-Tax or After-Tax Account as of any
     Valuation Date following his attainment of age fifty-nine and one-half (59
     1/2).  Withdrawals shall be in cash except the Member may elect to withdraw
     whole shares of stock, to the extent possible, from the Stock Funds, as
     specified.

          (2)  Hardship withdrawals.  By filing the prescribed form with the
               --------------------
     Employee Benefits Section and upon proof of hardship, as defined below, a
     Member may withdraw an amount no greater than the total of his previously
     unwithdrawn Pre-Tax Contributions, allocated to his Pre-Tax Account and his
     After-Tax, and Rollover Accounts or the current value of his Pre-Tax
     Account and his After-Tax, and Rollover Accounts, if less.  Withdrawals
     shall be in cash except that the Member may elect to withdraw whole shares
     of stock, to the extent possible, from the Stock Funds, as specified.  If
     the total value of the cash and shares specified to be withdrawn or the
     total value of the cash and cash proceeds from the shares specified to be
     sold exceeds the amount of the requested withdrawal, the excess shall be
     treated as attributable to the value of the shares withdrawn or sold from
     the Stock Funds, as applicable, and such excess shall be added to the
     Member's Account in the appropriate Investment Fund pro rata on the basis
     of the value of the shares of stock withdrawn or sold.  Hardship, for
     purposes of this subsection, means an immediate and heavy financial need of
     a Member that cannot be satisfied from other resources that are reasonably
     available to the Member.  The following events constitute immediate and
     heavy financial need:

               (A) medical expenses described in Code section 213(d) previously
          incurred by the Member, the Member's spouse or any dependents of the
          Member (as defined in Code section 152) or as necessary for these
          persons to obtain medical care described in Code section 213(d);

               (B) costs directly related to the purchase (excluding mortgage
          payments) of a principal residence of the Member;

               (C) payment of tuition, related educational fees and room and
          board for the next twelve (12) months of post-secondary education for
          the Member, his spouse, children or dependents;

               (D) payments necessary to prevent the eviction of the Member from
          his principal residence or foreclosure on the mortgage of the Member's
          principal residence; or

               (E) additional events as approved by the Secretary of the
          Treasury in regulations.

                                     -49-
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


          (3)  A distribution pursuant to this subsection must not be in excess
     of the amount of the immediate and heavy financial need of the Member,
     provided, however, that such distribution may include amounts necessary to
     --------  -------
     pay any federal, state or local income tax or penalties reasonably
     anticipated to result from the distribution.

          (4)  A hardship distribution pursuant to this subsection cannot be
     made unless the following requirements are met:

               (A) the Member has obtained all distributions, other than
          hardship distributions, and all nontaxable loans currently available
          under all plans maintained by the Company;

               (B) the Member's Pre-Tax and After-Tax Elections under this Plan
          (and any other plan maintained by the Company as provided in Treasury
          Regulation section 1.401(k)-1(d)(2)(iv)(B)) will be suspended for
          twelve (12) months after receipt of the hardship distribution; and

               (C) the Member may not have Pre-Tax Contributions allocated to
          his Account for the Member's taxable year immediately following the
          taxable year of the hardship distribution in excess of the applicable
          limit under Code section 402(g) for such next taxable year less the
          amount of such Member's Pre-Tax Contribution allocations for the
          taxable year of the hardship distribution.

          (5)  Any period of suspension required by paragraph (C) and any other
     period of suspension required by the Plan will run concurrently.

          (6)  After the Administrator has determined the amount of a
     distribution that can be made pursuant to this subsection, the
     Administrator will direct the withdrawal as follows:

               (A) with respect to such amounts invested in the Pooled
          Investment Fund, the Administrator shall specify the dollar amount to
          be withdrawn; and

               (B) with respect to such amounts invested in the Stock Funds, the
          Administrator shall specify the number of shares to be sold such that
          net proceeds from such sale of shares equals the dollar amount that
          may be withdrawn.

     (c)  Rollover Account Withdrawals. Except as provided in the next sentence,
a Member may withdraw all or any part of his Rollover Account. Withdrawals shall
be in cash except that the Member may elect to withdraw whole shares of stock,
to the extent possible, from the Stock Funds, as specified. If the total value
of the cash and shares specified to be withdrawn or the total value of the cash
and cash proceeds from the shares specified to be sold exceeds the amount of the
requested withdrawal, the excess shall be treated as attributable to the value
of the shares withdrawn or sold from the Stock Funds, as applicable, and such
excess shall be added to

                                     -50-
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


Member's Account in the appropriate Investment Fund pro rata on the basis of the
value of the shares of stock withdrawn or sold.

      (d)  Disability withdrawals. A Member who is determined to have a
Permanent and Total Disability may make withdrawals from his Account pursuant to
the provisions of subsection (a).

7.07. Pre-Tax Account Distribution Restrictions
      -----------------------------------------

      Except for payments to an Alternate Payee under a Qualified Domestic
Relations Order, a distribution from a Member's Pre-Tax Account, from amounts
reclassified under Plan section 4.08(b), and from that portion of a Member's
Rollover Account that is attributable to amounts that were subject to the
distribution restrictions of Code section 401(k) at any time prior to their
transfer to the Plan is not permitted until after one of the following events
have occurred:

      (a)  the Member has died;

      (b)  the Member has become disabled (either Totally or Permanently
Disabled, or disabled within the meaning of Code section 72(m)(7) or under any
other definition of disability consistent with Code section 401(k)(2)(B));

      (c)  the Member has retired or otherwise terminated employment with the
Company;

      (d)  the Member has incurred a hardship according to Plan section 7.06;

      (e)  the Member has attained age fifty-nine and one-half (59 1/2);

      (f)  the Plan terminates without the establishment or maintenance of
another Defined Contribution Plan (other than an employee stock ownership plan)
or a plan as described in Code section 401(k)(10)(A)(i) and applicable Treasury
regulations thereunder;

      (g)  a Member's employer disposes of substantially all of its assets used
in its trade or business and that Member continues employment with the business
that acquires the assets; or

      (h)  a corporation disposes of its interest in the Member's employer,
which is a subsidiary of the selling corporation within the meaning of Code
section 409(d)(3), and the Member continues his employment with the employer.

A distribution cannot be made pursuant to an event described in paragraph (f),
(g) or (h) unless distribution would be a lump sum distribution under Code
section 402(d)(4), without regard to clauses (i), (ii), (iii), and (iv) of
subparagraph (A), subparagraph (B), or subparagraph (F) thereof and, with
respect to paragraphs (g) and (h), the transferor corporation continues to
maintain the Plan after the disposition.

                                     -51-
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


7.08. Direct Rollovers
      ----------------

      (a)  Notwithstanding any provision of the Plan to the contrary that would
otherwise limit a Distributee's election under this Plan section, a Distributee
may elect, at the time and in the manner prescribed by the Administrator, to
have any portion of an Eligible Rollover Distribution paid directly to an
Eligible Retirement Plan specified by the Distributee in a Direct Rollover.

      (b)  Definitions

           (1) Eligible Rollover Distribution means any distribution or
      withdrawal of all or any portion of the balance to the credit of the
      Distributee, except that an Eligible Rollover Distribution does not
      include (i) any distribution or withdrawal that is one of a series of
      substantially equal periodic payments (not less frequently than annually)
      made for the life (or life expectancy) of the Distributee and the
      Distributee's designated beneficiary, or for a specified period of ten
      years or more; (ii) any distribution or withdrawal to the extent such
      distribution or withdrawal is required under Code section 401(a)(9); (iii)
      the portion of any distribution or withdrawal that is not includible in
      gross taxable income (determined without regard to the exclusion for net
      unrealized appreciation with respect to employer securities); (iv) returns
      of elective deferrals pursuant to Treasury Regulation section 1.415-
      6(b)(6)(iv); (v) returns of Excess Pre-Tax Contributions, Excess Deferrals
      and Excess Aggregate Contributions pursuant to Treasury Regulation
      sections 1.401(k)-1(f)(4), 1.402(g)-1(e)(3) and 1.401(m)-1(e)(3) and the
      income allocable to those corrective payments; (vi) dividends paid on
      employer securities as described in Code section 404(k); and (vii) similar
      items designated by the Commissioner of the Internal Revenue.

           (2) Eligible Retirement Plan means an individual retirement account
      described in Code section 408(a), an individual retirement annuity
      described in Code section 408(b), an annuity plan described in Code
      section 403(a), or a qualified plan (as described in Code section 401(a)),
      that accepts the Distributee's Eligible Rollover Distribution. However, in
      the case of an Eligible Rollover Distribution to the surviving spouse, an
      Eligible Retirement Plan is an individual retirement account or individual
      retirement annuity.

           (3) Direct Rollover means a payment by the Plan to the Eligible
      Retirement Plan specified by the Distributee.

           (4) Distributee means an Employee or former Employee.  In addition,
      the Employee's or former Employee's surviving spouse and the Employee's or
      former Employee's spouse or former spouse who is the Alternate Payee under
      a Qualified Domestic Relations Order are Distributees with regard to the
      interest of the spouse or former spouse.

                                     -52-
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


      (c)  The Administrator may impose restrictions on Direct Rollovers
consistent with applicable Treasury regulations, including but not limited to,
the requirement that a Distributee may elect a Direct Rollover only with respect
to an Eligible Rollover Distribution that exceeds two hundred dollars ($200).

      (d)  The Administrator shall provide to each Member who is entitled to
make an Eligible Rollover Distribution a notice that satisfies Code section
402(f) at least thirty (30) but not more than ninety (90) days before the
Member's Annuity Starting Date. A Member may affirmatively elect to waive the
minimum thirty (30) day period, provided that he receives adequate information
describing his right to a thirty (30) day election period.

7.09. Loans
      -----

      (a) A Member who has become entitled to a benefit under the Plan may
request a loan from the Trust Fund in accordance with the rules and procedures
set forth in this section.

          (1)  Loans shall be made available to all active Members on a
     reasonably equivalent basis.

          (2)  Loans shall not be made available to Highly Compensated Employees
     in an amount greater than the amount made available to other Members.

          (3)  Loans shall bear a reasonable rate of interest. The interest rate
     shall be determined by the Administrator based on a rate of return
     commensurate with the prevailing interest rate charged on similar
     commercial loans by persons in the business of lending money.

          (4)  Loans shall be adequately secured with assets of the Member's
     Account.

          (5)  Loans shall be available only from a Member's After-Tax, Pre-Tax
     and Rollover Accounts.

     (b)  Any loan to a Member, when added to the outstanding balance of all
other loans from the Plan to such Member, shall not exceed the least of:

          (1)  $50,000, reduced by the excess (if any) of the highest
     outstanding balance of loans from the Plan during the one year period
     ending on the day before the loan is made, over the outstanding balance of
     loans from the Plan on the date the loan is made, or

          (2)  fifty percent (50%) of the then nonforfeitable portion of the
     Member's Account, valued as of the Valuation Date coincident with or
     immediately preceding approval of the loan request, or

                                     -53-
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


          (3)  the total value of the Member's After-Tax, Pre-Tax and Rollover
     Accounts, valued as of the Valuation Date coincident with or immediately
     preceding approval of the loan request.

An assignment or pledge of any portion of the Member's interest in the Plan will
be treated as a loan under this Plan section.

     (c)  No loan shall be made to a Member for an amount less than $1,000. No
loan shall be made to a Member who has an outstanding loan balance under this
Plan. Any loan to a Member shall be required to be repaid through payroll
deductions.

     (d)  Any loan to a Member, by its terms, shall require that repayment
(principal and interest) be amortized in level payments, made not less
frequently than quarterly, over a period not to exceed five years.

     (e)  A Member's loan shall be evidenced by such documents as are required
to establish the loan and assign the applicable portion of his interest in the
Plan as security for the loan.

     (f)  A Member's loan shall be in default if any loan payment is not made
before the last day of the calendar quarter following the calendar quarter in
which the loan payment was due.  In the event of default, the Administrator
shall reduce the Member's vested Account balance by the remaining principal and
interest on his or her loan.  However, the Administrator shall not be required
to commence such action immediately upon default.  The Administrator may delay
the enforcement of the security interest until a distributable event occurs,
provided that such delay will not cause the loss of principal or interest to the
Plan.

     (g)  Except as may be provided under any Administrators rules, a Member's
loan shall immediately become due and payable if such Member terminates
employment for any reason. If such Member terminates employment, the
Administrator shall immediately request payment of principal and interest on the
loan. If the Member refuses payment following termination, the Administrator
shall reduce the Member's vested Account balance by the remaining principal and
interest on his or her loan. If a Member's vested Account balance is less than
the amount due, the Administrator shall take whatever steps are necessary to
collect the balance due directly from the Member.

     (h)  To the extent it is consistent with other provisions of the Plan, all
loans made under this Plan section are considered directed investments of the
borrowing Member's Account. As such, all repayments of principal and interest
made by the Member shall be credited only to the Member's Account.

     (i)  The Administrator may adopt and announce additional loan rules not
inconsistent with the provisions of this Plan section.

                                     -54-
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


7.10.  Federal Income Tax Withholding
       ------------------------------

       Members shall be provided with proper notice and election forms for the
purpose of withholding Federal income tax from distributions and withdrawals
from the Plan in accordance with Code section 3405.

7.11.  Special Rules for Former Amoco Employees
       ----------------------------------------

       Special provisions apply to distributions and withdrawals for Members who
are former employees of Amoco Petroleum Additives Company and its affiliates.
Such provisions are set forth in Exhibit II.

                                     -55-
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


                                 ARTICLE VIII

                                  LIMITATIONS
                                  -----------

8.01. Maximum Contribution Limitations
      --------------------------------

      (a)  Annual Additions to a Member's Account when combined with his Annual
Additions under any other Defined Contribution Plan maintained by the Company or
an Affiliate, may not exceed the applicable limits of Code section 415 described
in this Plan section.

      (b)  Effective for Limitation Years that begin after December 31, 1982,
Annual Additions to a Member's Account for a Limitation Year may not exceed the
lesser of (1) or (2) following:

           (1)  the greater of $30,000 or one-fourth of the dollar limitation on
     annual benefits under Code section 415(b)(1)(A) for that Limitation Year.

           (2)  twenty-five percent (25%) of the Member's Earnings (as defined
     under the provisions of the Ethyl Plan or the Plan, as applicable) for the
     Limitation Year.

     (c)   For purposes of applying the limitations of this Plan section, all
Defined Contribution Plans (whether or not terminated) of the Company or an
Affiliate are treated as one Defined Contribution Plan. An individual medical
account, as defined in Code section 401(h)(6) and referred to in Code section
415(l)(1), will be treated as a Defined Contribution Plan. With respect to key
employees, as defined in Code section 419A(d)(3), a welfare fund, as defined in
Code section 419(e), maintained by the Company or an Affiliate will be treated
as a Defined Contribution Plan.

     (d)   No allocation or other addition to a Member's Account is permitted
under this Plan that would result in total Annual Additions under all Defined
Contribution Plans of the Company or an Affiliate for that Member exceeding the
Member's maximum Annual Addition for the applicable Limitation Year. To the
extent that an allocation or addition pursuant to this Plan intended for one
Member's Account cannot be allocated or added to that Account, it is treated as
a mistake-of-fact contribution if that is allowed by law, and to the extent that
the allocation or addition cannot be so treated without adverse consequences to
the Plan or Trust, it is allocated or distributed according to subsection (e).

     (e)   Each Member's maximum Annual Addition or benefit for this Plan and
all other Defined Contribution or Defined Benefit Plans of the Company or an
Affiliate are absorbed on a dollar-for-dollar basis by this Plan and other
Defined Contribution or Defined Benefit Plans of the Company or an Affiliate
according to the hierarchy established by the Company. Excess Annual Additions
shall be placed in a suspense account, and used to offset (reduce) Company and
Member Contributions in later Limitation Years. To the extent that a Member's
Excess

                                     -56-
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


Annual Additions are attributable to his Pre-Tax Contributions or After-Tax
Contributions, those Pre-Tax Contributions or After-Tax Contributions may be
returned to the Member in the Limitation Year in which they are determined to be
Excess Annual Additions and will reduce that Member's Excess Annual Additions.
If Pre-Tax Contributions or After-Tax Contributions are returned to a Member
pursuant to this Plan section, such Pre-Tax Contributions or After-Tax
Contributions will be disregarded for purposes of the limitations on such
contributions under Plan sections 3.02, 3.07 and 3.11. For any Limitation Year
in which a suspense Account exists according to this subparagraph, the suspense
account is credited with investment gains and losses as if it were a Member's
Account. If a suspense account exists according to the provisions of this
subparagraph when the Plan terminates, the suspense account shall be treated as
not being part of the assets of the Plan and shall be returned to the Company.

8.02.  Multiple Plan Participation
       ---------------------------

       (a)  This Plan section does not apply to Limitation Years beginning on
and after January 1, 2000.

       (b)  Effective for Limitation Years that begin after December 31, 1982,
if a Member is a participant in both a Defined Benefit Plan and a Defined
Contribution Plan maintained by the Company or an Affiliate, the sum of a
Member's Defined Benefit Plan Fraction and his Defined Contribution Plan
Fraction for any Limitation Year may not exceed 1.0.

            (1)  For purposes of this paragraph, a Member's Defined Benefit Plan
     Fraction for any Limitation Year is a fraction

                 (A)  the numerator of which is his Projected Annual Benefit
            under such Defined Benefit Plans (determined as of the close of the
            Limitation Year), and

                 (B)  the denominator of which is the lesser of

                      (i)  the product of 1.25 multiplied by the dollar
                 limitation in effect under Code section 415(b)(1)(A) for that
                 year, or

                      (ii) the product of 1.4 multiplied by the amount that may
                 be taken into account under Code section 415(b)(1)(B) for that
                 Member for that year.

            (2)  For purposes of this paragraph, a Member's Defined Contribution
     Plan Fraction for any Limitation Year is a fraction

                 (A)  the numerator of which is the sum of his Annual Additions
            under such Defined Contribution Plans as of the close of the
            Limitation Year for that and all prior Limitation Years, and

                                     -57-
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


               (B)  the denominator of which is the sum of the lesser of the
          following amounts determined for that Limitation Year and for each
          prior year of service with Ethyl Corporation, the Company or an
          Affiliate:

                    (i)  the product of 1.25 multiplied by the dollar limitation
               in effect under Code section 415(c)(1)(A) (determined without
               regard to (c)(6)) for that year, or

                    (ii) the product of 1.4 multiplied by the amount that may be
               taken into account under Code section 415(c)(1)(B) for that
               Member under such plans for that year.

               (C)  If a plan satisfied the requirements of Code section 415 for
          the last Limitation Year beginning before January 1, 1983, according
          to regulations promulgated pursuant to section 235(g)(3) of the Tax
          Equity and Fiscal Responsibility Act of 1982, an amount is subtracted
          from the numerator of the Defined Contribution Plan Fraction (not
          exceeding that numerator) so that the sum of the Defined Benefit Plan
          Fraction and the Defined Contribution Plan Fraction computed under
          subsection (b) does not exceed 1.0 for that year.

     (c)  The Company may elect to calculate the Defined Contribution Plan
Fraction for any Limitation Year ending after December 31, 1982, in accordance
with the following paragraphs:

          (1)  The amount taken into account in the denominator with respect to
     each Member for all Limitation Years ending before January 1, 1983, is an
     amount equal to the product of

               (A)  the amount determined under Code section 415(e)(3)(B) (as in
          effect for the Limitation Year ending in 1982) for the Limitation Year
          ending in 1982, multiplied by

               (B)  the Transition Fraction.

          (2)  For purposes of this subsection, Transition Fraction means a
     fraction (i) the numerator of which is the lesser of $51,875, or 1.4
     multiplied by twenty-five percent (25%) of the Member's Earnings (as
     defined under the provisions of the Ethyl Plan or the Plan, as applicable)
     for the Limitation Year ending in 1981, and (ii) the denominator of which
     is the lesser of $41,500, or twenty-five percent (25%) of the Member's
     Earnings (as defined under the provisions of the Ethyl Plan or the Plan, as
     applicable) for the Limitation Year ending in 1981.

     (d)  Projected Annual Benefit means the total of each Annual Benefit to
which the Member would be entitled under the terms of Defined Benefit Plans
maintained by the Company

                                     -58-
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


or an Affiliate in which the Member is a participant (assuming that the Member
continued employment until each such plan's normal retirement age or current
age, if later; that Earnings continued at the same rate as in effect in the
Limitation Year under consideration until those normal retirement ages or dates;
and that all other relevant factors used to determine benefits under each plan
remained constant as of the current Limitation Year for all future Limitation
Years).

     (e)  For purposes of applying the limitations of this Plan section, all
Defined Benefit Plans (whether or not terminated) of the Company or an Affiliate
are treated as one Defined Benefit Plan, and all Defined Contribution Plans
(whether or not terminated) of the Company or an Affiliate are treated as one
Defined Contribution Plan.  An individual medical account, as defined in Code
section 401(h)(6) and referred to in Code section 415(l)(1), will be treated as
a Defined Contribution Plan.  With respect to key employees, as defined in Code
section 419A(d)(3), a welfare fund, as defined in Code section 419(e),
maintained by the Company or an Affiliate will be treated as a Defined
Contribution Plan.

     (f)  If the sum of any Member's Defined Benefit Plan Fraction and Defined
Contribution Plan Fraction, after the application of Plan section 8.01, would
exceed the allowances of this Plan section for any Plan Year, the Company must
first freeze the rate of benefit accrual under Defined Benefit Plans maintained
by the Company or an Affiliate with respect to that Member and next, if
necessary, adjust the amount of current and future Annual Additions to Defined
Contribution Plans maintained by the Company or an Affiliate on behalf of that
Member so that the sum of those fractions does not exceed his maximum allowance.

                                     -59-
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


                                   ARTICLE IX

                                 ADMINISTRATION
                                 --------------

9.01. Appointment of Named Fiduciary and Administrator
      ------------------------------------------------

      Albemarle Corporation shall be the Administrator and Named Fiduciary of
the Plan and shall be responsible for the operation and administration of the
Plan except to the extent its duties are allocated to and assumed by persons or
entities hereunder.

9.02. Administrator
      -------------

      (a)  To the extent required by law, the Administrator shall establish a
funding policy and method to carry out the objectives of the Plan.

      (b)  The Administrator shall prepare such reports at such times and file
such reports at such places as may be required by Federal statutes and
regulations.

      (c)  Upon written request of any Member or Beneficiary receiving benefits
under the Plan, the Administrator shall furnish him a copy of the latest updated
summary plan description, latest annual report and a copy of the Plan.  The
Administrator may make a reasonable charge for the costs of furnishing such
copies.

      (d)  The Administrator shall maintain, on a plan or calendar year basis,
employee and other such records as are necessary for the successful operation of
the Plan and shall supply such full and timely information for all matters
relating to the Plan as the Committee or Trustee may require for the effective
discharge of their respective duties.

      (e)  The Administrator shall establish rules and procedures to be followed
by Members and Beneficiaries in applying for benefits and for furnishing and
verifying all data which may be required in order to establish their rights to
benefits in accordance with the Plan. Upon receipt of an application for
benefits, the Administrator shall determine all facts which are necessary to
establish the right of an applicant to benefits and the amount thereof. All
approved benefits shall be paid at the direction of the Administrator. Such
payments shall be made in accordance with the Administrator's written directions
setting forth the amount of such payments and the specific manner in which such
payments are to be made. In carrying out its duties hereunder, the Administrator
shall at all times rely on the construction and specific interpretations of the
Plan as determined by the Committee.

9.03. Trustee
      -------

      The Board of Directors of Albemarle Corporation shall have the power to
appoint one or more Trustees, to remove a Trustee at its discretion upon sixty
(60) days' written notice unless a shorter period is agreed to, to appoint a
successor to any Trustee who has resigned, has been

                                     -60-
<PAGE>

                        Savings Plan For The Employees
                           Of Albermarle Corporation
               As Amended and Restated Effective January 1, 2001


removed, or has ceased to serve for any other reason, and to appoint a co-
Trustee with the consent of the Trustee then serving. The Trustee may resign at
any time upon sixty (60) days' written notice to the Company unless a shorter
period is agreed to. The appointment of any Trustee or co-Trustee shall become
effective upon the Trustee's or co-Trustee's acceptance of the appointment in
writing. Each Trustee shall hold and invest the assets of the Plan under a Trust
established pursuant to a Trust Agreement between the Company and the Trustee.
Each Trustee shall further carry out all duties assigned to it by the Plan or
the applicable Trust Agreement. The Company shall promptly notify any insurance
company from which policies or contracts have been purchased of any change in
the Trustee.

9.04.  Employee Savings Plan Committee
       -------------------------------

       (a)  An Employee Savings Plan Committee of not less than three (3)
persons, who shall be employees of the Company, shall be appointed by, and shall
act under the direction of, the Board of Directors of Albemarle Corporation.
Albemarle Corporation reserves the right at any time to remove any member of the
Committee and to fill any vacancy however caused. In discharging the duties
assigned to it under this Plan section, the Committee and any other Fiduciary
has the discretion to interpret the Plan, including its eligibility provisions
and its provisions relating to qualification for and accrual of benefits; to
determine all questions arising in the administration and application of the
Plan; to review claims for benefits that have been denied; to adopt, amend and
rescind rules and regulations as it deems necessary for the operation of the
Plan and to make all other determinations necessary or advisable for the
discharge of its duties under the Plan or assigned to it by the Board of
Directors or the Administrator. Such Committee's discretionary authority is
absolute and exclusive if exercised in a uniform and nondiscriminatory manner
with respect to similarly situated individuals. The express grant in the Plan of
any specific power to the Committee with respect to any duty assigned to it by
the Plan, the Board of Directors or the Administrator must not be construed as
limiting any power or authority of the Committee to discharge its duties.

       (b)  The Committee shall choose a chairman from its members and may
appoint a secretary to keep such records as may be necessary of the acts of the
Committee. The secretary may, but need not, be a member of the Committee. The
secretary may perform any and all purely ministerial acts which may be delegated
to him in writing by the Committee.

       (c)  The Committee may delegate to any of its members or to the secretary
of the Committee authority to sign any documents on its behalf, or to perform
solely ministerial acts, but such person shall not exercise any discretion over
matters delegated to him without obtaining the concurrence of a majority of the
members.

       (d)  Except as otherwise specifically provided herein, all acts and
decisions of the Committee shall be on the concurrence of a majority of the
members.  Any decision is effective when evidenced in writing and signed by a
majority of the members.

                                     -61-
<PAGE>

                        Savings Plan For The Employees
                           Of Albermarle Corporation
               As Amended and Restated Effective January 1, 2001

       (e)  A member of the Committee who is also a Member of the Plan shall
abstain from any action which specifically affects him as a Member of the Plan
other than an action which affects all Members of the Plan.  In the event of
abstention, matters shall be decided by the remaining members of the Committee.
Nothing herein shall prevent any member of the Committee who is also a Member of
the Plan from receiving any benefit to which he may be entitled, so long as the
benefit is computed and paid on a basis that is consistently applied to all
other Members.  The Committee may engage agents to assist it in its duties, and
may consult with counsel, who may be counsel for the Company, with respect to
the meaning or construction of this document and its obligations hereunder, or
with respect to any action, proceeding or question of law related thereto.

9.05.  Benefit Claims Review Procedure
       -------------------------------

       (a)  Claims for benefits under the Plan may be submitted to the
Administrator or such persons as it may designate in writing who shall have the
initial responsibility for determining the eligibility of any Member or
Beneficiary for benefits. Such claims for benefits shall be made in writing and
shall set forth the facts which such Member or Beneficiary believes to be
sufficient to entitle him to the benefit claimed. The Administrator in its
discretion may adopt and require forms for the submission of claims for benefits
in which case all claims for benefits shall be filed on such forms.

       (b)  On receipt of a claim, the Administrator must respond in writing
within ninety (90) days. If necessary, the Administrator's first notice must
indicate any special circumstances requiring an extension of time for the
Administrator's decision. The extension notice must indicate the date by which
the Administrator expects to give a decision. An extension of time for
processing may not exceed ninety (90) days after the end of the initial ninety
(90)-day period.

       (c)  If the written claim for a Plan benefit is wholly or partially
denied or the claimant has had no response, the claimant or his duly authorized
representative, at the sole expense of the claimant, may appeal the denial
within sixty (60) days of the date of the denial or the expiration of the time
period provided in subsection (b) to the:

            Manager of Employee Benefits
            Albemarle Corporation
            451 Florida Boulevard
            Baton Rouge, Louisiana  70801

An adverse notice must be written in a manner calculated to be understood by the
claimant and must include (i) each reason for denial; (ii) specific references
to the pertinent provisions of the Plan or related documents on which the denial
is based; (iii) a description of any additional material or information
necessary for the claimant to perfect the claim and an explanation of why that
material or information is needed; and (iv) appropriate information about the
steps to be taken if the claimant wishes to submit the claim for review.

                                     -62-
<PAGE>

                        Savings Plan For The Employees
                           Of Albermarle Corporation
               As Amended and Restated Effective January 1, 2001



       (d)  In pursuing his appeal the claimant or his representative:

            (1)    may request in writing that the Committee review the denial;

            (2)    may review pertinent documents; and

            (3)    may submit issues and comments in writing.

       (e)  The decision on review shall be made within sixty (60) days;
provided that the sixty (60) day period may be extended for an additional sixty
(60) days by written notice to the claimant setting forth the reasons for the
extension. The decision on review shall be made in writing, shall include
specific reasons for the decision, shall be written in a manner calculated to be
understood by the claimant and shall contain specific references to the
pertinent Plan provisions on which the decision is based.

9.06.  Administrative Costs
       --------------------

       Except as provided in Plan section 5.04, all administrative costs of the
Plan, including Trustee's fees and charges, shall be paid by the Company.

9.07.  Errors and Omissions
       --------------------

       Individuals and entities charged with the administration of the Plan must
see that it is administered in accordance with its terms so long as the Plan
does not conflict with the Code or ERISA.  If an innocent error or omission is
discovered in the Plan's operation or administration, and the Administrator
determines that it would cost more to correct the error than is warranted, and
if the Administrator determines that the error did not result in discrimination
in operation or cause a qualification or excise-tax problem, then, to the extent
that an adjustment will not, in the judgment of the Administrator, result in
discrimination in operation, the Administrator may authorize any equitable
adjustment it deems necessary or desirable to correct the error or omission,
including, but not limited to, the authorization of additional Company
contributions designed, in a manner consistent with the goodwill intended to be
engendered by the Plan, to put Members in the same relative position they would
have enjoyed if there had been no error or omission.  Any contribution made
pursuant to this Plan section is an additional Company contribution.

9.08.  Fiduciary Discretion
       --------------------

       In discharging the duties assigned to it under the Plan, each Fiduciary
has the discretion to interpret the Plan; adopt, amend and rescind rules and
regulations pertaining to its duties under the Plan; and to make all other
determinations necessary or advisable for the discharge of its duties under the
Plan. Each Fiduciary's discretionary authority is absolute and exclusive if
exercised in a uniform and nondiscriminatory manner with respect to similarly
situated individuals. The express grant in the Plan of any specific power to a
Fiduciary with respect

                                     -63-
<PAGE>

                        Savings Plan For The Employees
                           Of Albermarle Corporation
               As Amended and Restated Effective January 1, 2001


to any duty assigned to it under the Plan must not be construed as limiting any
power or authority of the Fiduciary to discharge its duties. A Fiduciary's
decision is final and conclusive unless it is established that the Fiduciary's
decision constituted an abuse of its discretion.

                                     -64-
<PAGE>

                        Savings Plan For The Employees
                           Of Albermarle Corporation
               As Amended and Restated Effective January 1, 2001

                                   ARTICLE X

                     AMENDMENT AND TERMINATION OF THE PLAN
                     -------------------------------------

10.01.  Amendment of the Plan
        ---------------------

        The Company shall have the right by action of the Board of Directors or
any executive committee of the Board to modify, alter or amend the Plan in whole
or in part to the extent allowed by law by a majority vote of its members at a
meeting, by unanimous consent in lieu of a meeting or in any other manner
permissible under applicable state law. In addition, the Board of Directors or
any executive committee of the Board may delegate to an appropriate officer or
officers or committee of the Company, all or part of the authority to amend the
Plan. No amendment may increase the duties, powers and liabilities of the
Trustee without its written consent and, except to the extent necessary to
maintain the qualification of the Plan any such action shall not, in any way,
affect adversely the benefits of individuals who have terminated their
employment under the Plan prior to the effective date of such action, or of
their Beneficiaries, nor shall it adversely affect amounts credited to Members
prior to the effective date of such action. No amendment, modification or
alteration shall have the effect of revesting in the Company any part of the
principal or income of the Trust Fund.

10.02.  Termination of the Plan
        -----------------------

        The Company expects to continue this Plan indefinitely, but continuance
is not assumed as an obligation and the Company reserves the right to terminate
the Plan at any time by action of its Board of Directors or any executive
committee of the Board in accordance with the procedures set forth in Plan
section 10.01. For purposes of this Plan section, termination means an amendment
to the Plan expressly terminating it, a complete discontinuance of the Company's
required contributions to the Plan, or the occurrence of events based on action
of the Board or otherwise, which are determined by the Internal Revenue Service
to result in a termination of the Plan. On termination of the Plan (or in the
event of the Internal Revenue Service's determination of a partial termination
due to the happening of events which result in a termination of the Plan as it
relates to a specific group or groups of Members, whether resulting by action of
the Board or otherwise) the rights of the then Members, to the extent affected
by such action, in their Accounts shall be nonforfeitable and distributed to the
Members as provided in Plan section 7.01 (provided such distributions are not
restricted by Plan section 7.07). In the event of termination of the Plan, the
value of any forfeitures under Plan section 7.02 not previously credited against
the Company contributions shall be distributed among the then Members of the
Plan in proportion to the total value of their Matching Accounts and, under no
circumstances, shall any part thereof revert to the Company.

                                     -65-
<PAGE>

                        Savings Plan For The Employees
                           Of Albermarle Corporation
               As Amended and Restated Effective January 1, 2001


                                   ARTICLE XI

                      MERGER AND CONSOLIDATION OF THE PLAN
                      ------------------------------------

     In the event of a merger or consolidation of the Plan with another plan or
the transfer of assets or liabilities from the Plan to another plan, the balance
in each Member's account immediately after such event shall be equal to the
balance in his account immediately prior to such event.

                                     -66-
<PAGE>

                        Savings Plan For The Employees
                           Of Albermarle Corporation
               As Amended and Restated Effective January 1, 2001

                                  ARTICLE XII

                               GENERAL PROVISIONS
                               ------------------
12.01.  Qualification
        -------------

        This Plan has been created for, where applicable, the exclusive purpose
of providing benefits to the Members and their Beneficiaries. The Plan shall be
interpreted in a manner consistent with applicable provisions of the Code and
ERISA and in effect from time to time. Except as provided in Plan section 8.01,
under no circumstances shall any funds contributed to this Plan, any assets of
this Plan held under the Trust Agreement, or income attributable to such assets,
revert to or be used or enjoyed by the Company, nor shall any such funds, assets
or income ever be used or diverted to purposes other than the exclusive benefit
of the Members or their Beneficiaries. Subject to the exceptions provided in
Plan section 8.01, funds contributed to the Plan by the Company shall be
returned to the Company (i) within one year of the date such funds are
contributed if the contribution is made by reason of a mistake of fact or (ii)
to the extent of the disallowance of a tax deduction for such contribution and
within one year of such disallowance, if the contribution is conditioned on its
deductibility. All Company contributions hereunder are conditioned on their
deductibility in full.

12.02.  No Guaranty of Employment
        -------------------------

        The Plan shall not be deemed to constitute a contract between the
Company and any Member or to be consideration or an inducement for the
employment of any Member of the Company. Nothing contained in the Plan shall be
deemed to give any Member the right to be retained in the service of the Company
or to interfere with the rights of the Company to discharge or to terminate the
service of any Member at any time without regard to the effect such discharge or
termination may have on any rights under the Plan.

12.03.   Payments to Minors and Incompetents
         -----------------------------------

         If a Member or Beneficiary entitled to receive any benefits hereunder
is a minor or is deemed so by the Administrator or is adjudged to be legally
incapable of giving valid receipt and discharge for such benefits, benefits will
be paid to such person as the Administrator might designate. Such payments
shall, to the extent made, be deemed a complete discharge of any liability for
such payment under the Plan.

12.04.  Non-Alienation of Benefits
        --------------------------

        (a) To the extent permitted by law, no benefit payable under the Plan
will be subject in any manner to anticipation, assignment, garnishment or
pledge; and any attempt to anticipate, assign, garnish or pledge the same will
be void and no such benefits will be made in any manner liable for or subject to
the debts, liabilities, engagements or torts of any Members.

                                     -67-
<PAGE>

                        Savings Plan For The Employees
                           Of Albermarle Corporation
               As Amended and Restated Effective January 1, 2001


        (b)  Despite any other Plan provisions to the contrary, the
Administrator must comply with the terms of a Qualified Domestic Relations
Order. The Plan is not liable for any payments pursuant to a domestic relations
order until the Administrator has received the order and determined that it is a
Qualified Domestic Relations Order.

12.05.  Headings and Subheadings
        ------------------------

        The headings and subheadings in this Plan have been inserted for
convenience of reference only and are to be ignored in any construction of the
provisions hereof.

12.06.  Use of Masculine and Feminine; Singular and Plural
        --------------------------------------------------

        In the construction of the Plan the masculine shall include the feminine
and the singular the plural in all cases where such meanings are indicated by
the context.

12.07.  Unclaimed Benefits
        ------------------

        If the Administrator, or the Trustee with the assistance of the
Administrator, cannot make payment of any amount to a Member or Beneficiary
within a reasonable period after such amount becomes payable because the
identity or whereabouts of such individual cannot be ascertained, the
Administrator, at the end of the reasonable period, will direct that the amounts
which would have been payable to such Member or Beneficiary must be treated as a
forfeiture.  If the identity or whereabouts of a person entitled to such
benefits is later determined to the satisfaction of the Administrator, the
amount previously forfeited shall be reinstated and payments made accordingly.

12.08.  Beneficiary Designation
        -----------------------

        At the time of enrollment in the Plan, each Member, with the consent of
his spouse pursuant to Plan section 1.11, if applicable, must designate a
Beneficiary to receive settlement of his Plan Account in the event of his death
during employment. A Member, with the consent of his spouse pursuant to Plan
section 1.11, if applicable, may, from time to time, change a Beneficiary or
Beneficiaries under the Plan. In the event that no designated Beneficiary is
surviving at the time of the Member's death, settlement under the Plan will be
made as provided in Plan section 1.11.

12.09.  Commencement of Payments
        ------------------------

        Except in the case of a Member who has elected to defer the distribution
of his interest pursuant to Plan section 7.03, a Member's interest in the Plan
shall commence being distributed to him no later than sixty (60) days after the
close of the Plan Year in which occurs the later of his termination of
employment or his attainment of Normal Retirement Age.

                                     -68-
<PAGE>

                        Savings Plan For The Employees
                           Of Albermarle Corporation
               As Amended and Restated Effective January 1, 2001



12.10.  Special Distribution Requirements
        ---------------------------------

        (a)  The requirements of this Plan section must be met for all other
distribution provisions in this Plan.  This Plan section does not entitle a
Member to a benefit under the Plan.  If there is a conflict between any other
Plan provisions and this Plan section, then the requirements of this Plan
section control.

        (b)  All distributions required under Article VII shall be determined
and made in accordance with Code section 401(a)(9) and regulations promulgated
thereunder, including the minimum distribution incidental death benefit rules of
Proposed Treasury Regulation section 1.401(a)(9)-2.

        (c)  The entire interest of a Member under the Plan must be or must
begin to be distributed not later than his Required Beginning Date.

        (d)  If a Member dies before distribution of his interest has been made,
then any part of that interest payable to his Beneficiary must be distributed as
soon as administratively possible but in no event later than five years after
his death.

        (e)  A distribution required by subsection (b) or (c) will be made
pursuant to the provisions of Plan section 7.01.

                                     -69-
<PAGE>

                        Savings Plan For The Employees
                           Of Albermarle Corporation
               As Amended and Restated Effective January 1, 2001


                                  ARTICLE XIII

                            SPECIAL TOP-HEAVY RULES
                            -----------------------

     If this Plan is a top-heavy plan as determined in accordance with the rules
in Code section 416(g), the requirements of Code sections 416(b), and (c) and
401(a)(17), as described in Appendix A, must be satisfied for any Plan Year in
which the Plan is a top-heavy plan.  In the event that any change in the Plan's
benefit structure or vesting schedule occurs resulting from a change in the
Plan's top-heavy status, the rules described in Code section 411(a)(10) will
apply.

                                     -70-
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


                                  ARTICLE XIV

                                ADOPTION OF PLAN
                                ----------------

     As evidence of its adoption of the Plan herein constituted, Albemarle
Corporation has caused this instrument to be signed by its duly authorized
officer this 8/th/ day of December, 2000 and made effective as of January 1,
2001.


                                      ALBEMARLE CORPORATION



                                      By: /s/ C. B. WALKER
                                         ---------------------------------------

                                     -71-
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001



                                  APPENDIX A
                                  ----------

                            SPECIAL TOP-HEAVY RULES
                            -----------------------

1.   Top-Heavy Years
     ---------------

     The provisions of sections 5, 6, 7 and 8 of this Appendix A are effective
only for Plan Years in which this Plan is a Top-Heavy Plan.  The provisions of
this Appendix A will be inoperative to the extent that final treasury
regulations do not require their inclusion in the Plan.

2.   Definitions
     -----------

     (a) Aggregation Group means either a Mandatory Aggregation Group or an
         -----------------
Optional Aggregation Group.  An Aggregation Group consists of two or more
qualified plans maintained by the Company or an Affiliate.

     (b) Interest is defined in Appendix section 4.
         --------

     (c) Key Employee means any employee, former employee or other individual
         ------------
described in Code section 416(i)(1) or a person related according to Code
section 416(i)(5) to such an individual.  For purposes of Appendix section 3, an
individual's status as a Key Employee is based on the Plan Year containing the
Top-Heavy Determination Date.  For purposes of Appendix sections 5, 6, 7 and 8,
an individual's status as a Key Employee is based on the Plan Year to which
those sections are being applied.

     (d) Mandatory Aggregation Group means an Aggregation Group consisting of
         ---------------------------
all Company- and Affiliate-maintained qualified plans that have a Key Employee
as a participant and each other qualified plan that enables any such qualified
plan to meet the requirements of Code section 401(a)(4) or 410. Any Affiliate-
maintained qualified plan that terminated within the five-year period ending on
the Top-Heavy Determination Date must be taken into account.

     (e) Non-Key Employee means any employee, former employee, or other
         ----------------
individual described in Code section 416(i)(2) or a person related according to
Code section 416(i)(5) to such an individual. For purposes of Appendix section
3, an individual's status as a Non-Key Employee is based on the Plan Year
containing the Top-Heavy Determination Date. For purposes of Appendix sections
5, 6, 7 and 8, an individual's status as a Non-Key Employee is based on the Plan
Year to which those sections are being applied.

     (f) Optional Aggregation Group means a single qualified plan maintained by
         --------------------------
the Company or an Affiliate or a Mandatory Aggregation Group to which Albemarle
Corporation has elected to add one or more qualified plans for purposes of
determining top-heaviness according to Appendix section 3.


                                 APPENDIX A-1
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


     (g) Top-Heavy Determination Date, for any qualified plan's Plan Year, means
         ----------------------------
the day preceding that Plan Year, except that for a qualified plan's first Plan
Year, it means the last day of that first Plan Year.

     (h) Top-Heavy Plan means a qualified plan maintained by the Company or an
         --------------
Affiliate that is determined to be a top-heavy plan as defined in Section 416(g)
and Appendix section 3.

     (i) Top-Heavy Valuation Date, for a qualified plan's Plan Year, means the
         ------------------------
plan's most recent valuation date occurring within a 12-month period ending at
the end of the Top-Heavy Determination Date for that Plan Year.  A Defined
Benefit Plan's Top-Heavy Valuation Date must be the same valuation date used for
computing that Plan's costs for determining minimum funding according to Code
section 412 for the Plan Year that contains the Top-Heavy Determination Date,
regardless of whether a valuation is performed that year.

3.   Top-Heavy Determination
     -----------------------

     (a) The determination of whether this Plan is a Top-Heavy Plan for a Plan
Year is made according to Interests as of that Plan Year's Top-Heavy
Determination Date, based on the related Top-Heavy Valuation Date, according to
the procedures required in this section.

     (b) If this Plan is not required to be in a Mandatory Aggregation Group and
is not part of an Optional Aggregation Group, it is a Top-Heavy Plan if the
Interests of all Key Employees in the Plan exceed sixty percent (60%) of the
combined Interests of all Members of the Plan.

     (c) If this Plan is part of an Aggregation Group, the determination of
whether this and each plan in the Aggregation Group is a Top-Heavy Plan is
determined according to the procedures required in this subsection, applying
each paragraph in numerical sequence.

         (1) Compute the Interests of all Key Employees in each plan in the
     Aggregation Group on a plan-by-plan basis.

         (2) For each plan that is part of the Aggregation Group, the Interests
     of all Key Employees in that plan are added to the Interests of all Key
     Employees in each other plan in the Aggregation Group.  The Interests are
     determined as of the plans' Top-Heavy Determination Dates that fall within
     the same calendar year.

         (3) This Plan and each other plan that must be in a Mandatory
     Aggregation Group are Top-Heavy Plans if, after application of paragraph
     (2), the Interests of all Key Employees in the Aggregation Group exceed
     sixty percent (60%) of the combined Interests of all participants in the
     Aggregation Group.

     (d) Albemarle Corporation may create an Optional Aggregation Group, but a
qualified plan may not be part of an Optional Aggregation Group unless all
qualified plans

                                 APPENDIX A-2
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


within the Aggregation Group continue to meet the requirements of Code sections
401(a)(4) and 410 with each added qualified plan taken into account. An Optional
Aggregation Group may not be created unless, after application of subsection
(c)(2), the Interests of all Key Employees in the Optional Aggregation Group do
not exceed sixty percent (60%) of the combined Interests of all participants in
the Optional Aggregation Group.

     (e) If, at any time during the five-year period ending on the applicable
Determination Date, an individual has not performed services for an Affiliate
maintaining this Plan or a plan that is a part of this Plan's Aggregation Group,
the Interest of such individual is not taken into account for purposes of this
section.

4.   Interests Measured
     ------------------

     (a) An individual's Interest in a Defined Contribution Plan is equal to his
account balance for that plan determined in accordance with the rules described
in Code section 416(g) and regulations promulgated thereunder by the Secretary
of the Treasury.

     (b) An individual's Interest in a Defined Benefit Plan is equal to the
present value of his cumulative accrued benefit for that plan as of the Top-
Heavy Determination Date determined in accordance with the rules described in
Code section 416(g) and regulations promulgated thereunder by the Secretary of
the Treasury and in accordance with the following paragraphs:

         (1) There are no specific prescribed actuarial assumptions that must
     be used for determining the present value of a cumulative accrued benefit.
     The assumptions used must be reasonable and need not relate to the plan's
     actual investment and other experience. The assumptions need not be the
     same as those used for minimum funding purposes or for purposes of
     determining the actuarial equivalence of optional benefits under the plan.
     For purposes of this Plan, if a plan that is part of the same Aggregation
     Group as this Plan does not specify the actuarial assumptions it uses for
     determining the present value of a cumulative accrued benefit, the
     assumptions used must be those used in that plan for purposes of
     determining the actuarial equivalence of optional benefits under the plan
     (or, if no optional benefits are available, those used for minimum funding
     purposes), except that the interest assumption must be (as described in 29
     C.F.R. (S) 2619.26(c)(2)(iv)) the PBGC interest rate for immediate
     annuities in effect on the Top-Heavy Valuation Date as set forth in
     Appendix B (as amended) to Part 2619 of 29 C.F.R. If a plan specifies the
     actuarial assumptions it uses for determining the present value of its
     cumulative accrued benefit, those assumptions govern for purposes of this
     Plan as to that plan's cumulative accrued benefits.

         (2) The present value must be computed using an interest and a post-
     retirement mortality assumption but consistent with paragraph (1).  Pre-
     retirement mortality and future increases in costs of living (but not in
     the maximum dollar amount

                                 APPENDIX A-3
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


     permitted by Code section 415(d)) may also be assumed. However, assumptions
     as to future withdrawal or future salary increases may not be used.

          (3) In the case of a Defined Benefit Plan that provides a joint and
     survivor annuity within the meaning of Code section 401(a)(11) as a normal
     form of benefit, for purposes of determining the present value of the
     cumulative accrued benefit, the participant's spouse may be assumed to be
     the same age as the participant.

          (4) Unless a Defined Benefit Plan provides for a non-proportional
     subsidy according to paragraph (7), the present value must reflect a
     benefit payable beginning at the plan's normal retirement age (or attained
     age, if later).  Benefits not relating to retirement benefits, such as pre-
     retirement death and disability benefits and post-retirement medical
     benefits, must not be taken into account.  Subsidized early retirement
     benefits and subsidized benefit options must not be taken into account
     unless they are nonproportional subsidies according to paragraph (7).

          (5) If a Defined Benefit Plan provides for a nonproportional subsidy,
     the benefit should be assumed to begin at the age at which the benefit is
     most valuable.

          (6) If two or more Defined Benefit Plans are being tested under
     Appendix section 3, the actuarial assumptions used for all plans within an
     Aggregation Group must be the same.  If paragraph (1) would otherwise cause
     the preceding sentence to be violated, Albemarle Corporation must select
     one plan's assumptions and use them as adjusted according to the other
     paragraphs in this subsection.

          (7) For purposes of this subsection, a subsidy is nonproportional
     unless the subsidy applies to a group of employees that would independently
     satisfy the requirements of Code section 410(b).

5.   Minimum Benefits for Top-Heavy Plans
     ------------------------------------

     (a)  For any Plan Year in which this Plan is a Top-Heavy Plan, the
provisions of this section supersede conflicting Plan provisions regarding
contributions, allocations, and accrual of benefits under this Plan.

     (b)  For purposes of this section, all Defined Contribution Plans that are
part of an Aggregation Group with this Plan are treated as one Defined
Contribution Plan, and all Defined Benefit Plans that are part of an Aggregate
Group with this Plan are treated as one Defined Benefit Plan.  According to the
other provisions of this Appendix, Albemarle Corporation may elect to satisfy
the minimum benefit requirements of this Plan section within this Plan, within
any one or more of the other plans within this Plan's Aggregation Group, or by
aggregating amounts from this Plan and one or more of those other plans.


                                 APPENDIX A-4
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


     (c) Each Non-Key Employee with regard to this Plan who is eligible under
the Plan for an allocation from contributions that the Company might make must
receive the minimum benefit required by Code section 416(c)(2), as described in
subsection (d), if he has not separated from service at the end of the Plan
Year.  In addition, each Non-Key Employee with regard to this Plan who has not
separated from service at the end of the Plan Year and who has otherwise failed
to satisfy this Plan's requirements to be eligible to receive an allocation (in
full or in part) from contributions that the Company or an Affiliate might make
(whether the ineligibility relates to insufficient service during the Plan Year,
absence of required contributions, or insufficient Earnings) must also receive
the Code section 16(c)(2) minimum benefit if he must be considered for this Plan
to satisfy the coverage requirements of Code section 410(b) in accordance with
Code section 401(a)(5).

     (d) Except as provided in subsection (e), this Plan will satisfy the
minimum benefit required by Code section 416(c)(2) if the sum of employer
contributions and forfeitures allocated to the account of each Non-Key Employee
for each Plan Year in which the Plan is a Top-Heavy Plan equals three percent
(3%) of such Non-Key Employee's compensation (within the meaning of Code section
415) for that Plan Year.

     (e) The percentage referred to in subsection (d) for any Plan Year may not
exceed the highest percentage at which employer contributions and forfeitures
are allocated to any Key Employee for the Plan Year under this Plan or any plan
within this Plan's Aggregation Group.  The highest percentage will be determined
as the ratio of the sum of employer contributions made (or required to be made
without regard to waivers granted pursuant to Code section 412(d)) and
forfeitures allocated to such Key Employee's account divided by his Earnings for
the Plan Year.

     (f) Subsection (e) does not apply if this Plan must be part of a Mandatory
Aggregation Group and if this Plan enables a Defined Benefit Plan included in
such Mandatory Aggregation Group to meet the requirements of Code section 401(a)
or 410.  The alternative lower percentage in such situation is computed in the
same manner as described in subsection (e) except that the dependent Defined
Benefit Plan's benefits for Key Employees are included in the computation after
having been converted to equivalent contributions pursuant to the procedures
prescribed in Rev. Rul. 81-202, 1981-2 C.B. 93.

     (g) An individual's minimum benefit described in this section that is
required from this Plan for a Plan Year is equal to the full benefit described
in subsection (d), (e) or (f) reduced by the total of all allocations received
for the Plan Year from any employer contributions or from forfeitures from any
other Defined Contribution Plan.

     (h) In the case of a Member who is also covered under a Defined Benefit
Plan that is part of this Plan's Aggregation Group, this Plan will be deemed to
satisfy the minimum benefit requirement of Code section 416(c)(2) if each Non-
Key Employee Member receives a minimum benefit under the Defined Benefit Plan
that satisfies Code section 16(c)(1).


                                 APPENDIX A-5
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


     (i) In determining a Member's minimum-benefit entitlement and in
determining whether that entitlement has been satisfied, any employer
contribution attributable to a salary reduction or similar arrangement is not
taken into account.

6.   Aggregate Contribution and Benefit Limitations
     ----------------------------------------------

     (a) For any Plan Years in which this Plan is a Top-Heavy Plan, the
provisions of this section supersede conflicting Plan provisions regarding
limitations on contribution and benefits under this Plan.

     (b) Plan sections 8.02(b)(1) and (2) will be applied by substituting "1.0"
for "1.25," and Plan section 8.02(d) will be applied by substituting "$41,500"
for "$51,875."

     (c) Subsection (b) will not apply with respect to this Plan if the
requirements of (1) and (2) below are met with respect to the Plan.

         (1) The requirements of this paragraph are met with respect to the
     Plan if this Plan (and any plan in this Plan's Mandatory Aggregation Group)
     meets the minimum benefit requirement of Appendix section 6 applied by
     substituting "four percent" (4%) for "three percent" (3%).

         (2) The requirements of this paragraph are met with respect to the
     Plan if this Plan would not be a Top-Heavy Plan as determined under
     Appendix section 3 if "ninety percent" (90%) were substituted for "sixty
     percent" (60%) each place it appears.


                                 APPENDIX A-6
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


                                   EXHIBIT I
                                   ---------

            SPECIAL PROVISIONS APPLICABLE TO CERTAIN UNION EMPLOYEES
            --------------------------------------------------------

A.   Applicability
     -------------

     This Exhibit I describes the conditions of participation for Employees that
are members of certain collective bargaining units or other employee groups
specified below.  The effective dates and the specific conditions of
participation for Employees of each such collective bargaining unit and employee
group are set forth below.  Existing provisions of the Plan shall remain in
effect except to the extent that they are modified or superseded by this Exhibit
I.  In addition, unless otherwise specifically modified, terms used in this
Exhibit I not expected to be capitalized by normal rules of capitalization shall
have the meanings set forth in the Plan.

B.   Provisions Applicable to Union Employees at the Houston, Texas Plant of
     -----------------------------------------------------------------------
     Albemarle Corporation
     ---------------------

     Employees represented by the Oil, Chemical and Atomic Workers International
Union, AFL-CIO, Local Union No. 4-16000, Houston, Texas, the United Association
of Journeymen and Apprentices of the Plumbing and Pipefitting Industry, AFL-CIO,
Local Union 211, Houston, Texas, the Sheet Metal Workers International
Association, AFL-CIO, Local Union No. 54, Houston, Texas, and the International
Brotherhood of Electrical Workers, AFL-CIO, Local Union No. 716, Houston, Texas,
are eligible to become Members of the Plan pursuant to agreements between the
collective bargaining representatives of such unions and the Company.  Employees
so represented are Members of the Plan subject to the following specific terms
and conditions:

          1.  After-Tax Contributions.  Notwithstanding Plan section 3.01, for
              -----------------------
     each Member covered by a collective bargaining agreement described in this
     Exhibit I, section B, the percentage of Base Pay designated in an After-Tax
     Election may range from a minimum of one percent (1%) to a maximum of ten
     percent (10%), determined in even multiples of one percent (1%); provided,
     however, that the elected percentage for a Payroll Period, when added to
     the Pre-Tax Election percentage in effect for such Member under Plan
     section 3.03 (as limited by the terms specified in this Exhibit I, section
     B) for that Payroll Period, shall not exceed ten percent (10%) of his Base
     Pay for that Payroll Period.

          2.  Pre-Tax Elections.  Notwithstanding Plan section 3.03, for each
              -----------------
     Member covered by a collective bargaining agreement described in this
     Exhibit I, section B, the percentage of Base Pay designated in a Pre-Tax
     Election may range from a minimum of one percent (1%) to a maximum of ten
     percent (10%), determined in even multiples of


                                  EXHIBIT I-1
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


     one percent (1%); provided, however, that the elected percentage for a
                       --------  -------
     Payroll Period, when added to the After-Tax Contribution percentage in
     effect for such Member under Plan section 3.01 (as limited by the terms
     specified in this Exhibit I, section B) for that Payroll Period, shall not
     exceed ten percent (10%) of his Base Pay for that Payroll Period.

          3.  Company Matching Contributions.  Notwithstanding Plan section
              ------------------------------
     3.08, the Company shall contribute each Payroll Period on behalf of each
     contributing Member covered by a collective bargaining agreement described
     in this Exhibit I, section B, an amount equal to the following:

          For Payroll Periods beginning March 1, 1994, and ending October 31,
     1994, fifty percent (50%) of each such Member's After-Tax Contributions
     deducted for that Payroll Period pursuant to numbered paragraph (1) above
     and fifty percent (50%) of each such Member's Pre-Tax Contribution
     allocated for that Payroll Period pursuant to numbered paragraph (2) above,
     provided, however, that the contribution made by the Company on behalf of
     each such Member for any Payroll Period shall not exceed two percent (2%)
     of his Base Pay for that Payroll Period.

          For Payroll Periods beginning November 1, 1994, and ending October 31,
     1995, fifty percent (50%) of each such Member's After-Tax Contributions
     deducted for that Payroll Period pursuant to numbered paragraph (1) above
     and fifty percent (50%) of each such Member's Pre-Tax Contribution
     allocated for that Payroll Period pursuant to numbered paragraph (2) above,
     provided, however, that the contribution made by the Company on behalf of
     each such Member for any Payroll Period shall not exceed three percent (3%)
     of his Base Pay for that Payroll Period.

          For Payroll Periods beginning November 1, 1995, fifty percent (50%) of
     each such Member's After-Tax Contributions deducted for that Payroll Period
     pursuant to numbered paragraph (1) above and fifty percent (50%) of each
     such Member's Pre-Tax Contribution allocated for that Payroll Period
     pursuant to numbered paragraph (2) above, provided, however, that the
     contribution made by the Company on behalf of each such Member for any
     Payroll Period shall not exceed five percent (5%) of his Base Pay for that
     Payroll Period.

C.   Provisions Applicable to Union Employees at the Baton Rouge, Louisiana
     ----------------------------------------------------------------------
     Process Development Center of Albemarle Corporation
     ---------------------------------------------------

     Employees represented by the Allied Oil Workers Union, Baton Rouge,
Louisiana (Affiliate No. 7 of the National Federation of Independent Unions) and
designated as performing production and maintenance services, are eligible to
become Members of the Plan pursuant to agreements between the collective
bargaining representatives of such unions and the Company.  Employees so
represented are Members of the Plan subject to the following specific terms and
conditions:

                                  EXHIBIT I-2
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


          1.  After-Tax Contributions.  Notwithstanding Plan section 3.01, for
              -----------------------
     each Member covered by a collective bargaining agreement described in this
     Exhibit I, section C, the percentage of Base Pay designated in an After-Tax
     Election may range from a minimum of one percent (1%) to a maximum of ten
     percent (10%), determined in even multiples of one percent (1%); provided,
     however, that the elected percentage for a Payroll Period, when added to
     the Pre-Tax Election percentage in effect for such Member under Plan
     section 3.03 (as limited by the terms specified in this Exhibit I, section
     C) for that Payroll Period, shall not exceed ten percent (10%) of his Base
     Pay for that Payroll Period.

          2.  Pre-Tax Elections.  Notwithstanding Plan section 3.03, for each
              -----------------
     Member covered by a collective bargaining agreement described in this
     Exhibit I, section C, the percentage of Base Pay designated in a Pre-Tax
     Election may range from a minimum of one percent (1%) to a maximum of ten
     percent (10%), determined in even multiples of one percent (1%); provided,
     however, that the elected percentage for a Payroll Period, when added to
     the After-Tax Contribution percentage in effect for such Member under Plan
     section 3.01 (as limited by the terms specified in this Exhibit I, section
     C) for that Payroll Period, shall not exceed ten percent (10%) of his Base
     Pay for that Payroll Period.

          3.  Company Matching Contributions.  Notwithstanding Plan section
              ------------------------------
     3.08, the Company shall contribute each Payroll Period on behalf of each
     contributing Member covered by a collective bargaining agreement described
     in this Exhibit I, section C, an amount equal to the following:

          For Payroll Periods beginning March 1, 1994, and ending September 30,
     1995, fifty percent (50%) of each such Member's After-Tax Contributions
     deducted for that Payroll Period pursuant to numbered paragraph (1) above
     and fifty percent (50%) of each such Member's Pre-Tax Contribution
     allocated for that Payroll Period pursuant to numbered paragraph (2) above,
     provided, however, that the contribution made by the Company on behalf of
     each Member based on his After-Tax Contributions and Pre-Tax Contributions
     for any Payroll Period shall not exceed three percent (3%) of his Base Pay
     for that Payroll Period.

          For Payroll Periods beginning October 1, 1995, and ending December 31,
     1996, fifty percent (50%) of each such Member's After-Tax Contributions
     deducted for that Payroll Period pursuant to numbered paragraph (1) above
     and fifty percent (50%) of each such Member's Pre-Tax Contribution
     allocated for that Payroll Period pursuant to numbered paragraph (2) above,
     provided, however, that the contribution made by the Company on behalf of
     each Member based on his After-Tax Contributions and Pre-Tax Contributions
     for any Payroll Period shall not exceed four percent (4%) of his Base Pay
     for that Payroll Period.


                                  EXHIBIT I-3
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


          For Payroll Periods beginning January 1, 1997, fifty percent (50%) of
     each such Member's After-Tax Contributions deducted for that Payroll Period
     pursuant to numbered paragraph (1) above and fifty percent (50%) of each
     such Member's Pre-Tax Contribution allocated for that Payroll Period
     pursuant to numbered paragraph (2) above, provided, however, that the
     contribution made by the Company on behalf of each Member based on his
     After-Tax Contributions and Pre-Tax Contributions for any Payroll Period
     shall not exceed five percent (5%) of his Base Pay for that Payroll Period.

D.   Provisions Applicable to Bargaining Unit Employees at the Orangeburg, South
     ---------------------------------------------------------------------------
     Carolina Plant of Albemarle Corporation
     ---------------------------------------

     Employees represented by the General Drivers, Warehousemen And Helpers,
Local Union #509 Affiliated With The International Brotherhood of Teamsters,
Chauffeurs, Warehousemen and Helpers of America, are eligible to become Members
of the Plan pursuant to an agreement between the collective bargaining
representative of such union and the Company.  Employees so represented are
Members of the Plan subject to the following specific terms and conditions:

          1.  After-Tax Contributions.  Notwithstanding Plan section 3.01, for
              -----------------------
     each Member covered by a collective bargaining agreement described in this
     Exhibit I, section D, the percentage of Base Pay designated in an After-Tax
     Election may range from a minimum of one percent (1%) to a maximum of ten
     percent (10%), determined in even multiples of one percent (1%); provided,
     however, that the elected percentage for a Payroll Period, when added to
     the Pre-Tax Election percentage in effect for such Member under Plan
     section 3.03 (as limited by the terms specified in this Exhibit I, section
     D) for that Payroll Period, shall not exceed ten percent (10%) of his Base
     Pay for that Payroll Period.

          2.  Pre-Tax Elections.  Notwithstanding Plan section 3.03, for each
              -----------------
     Member covered by a collective bargaining agreement described in this
     Exhibit I, section D, the percentage of Base Pay designated in a Pre-Tax
     Election may range from a minimum of one percent (1%) to a maximum of ten
     percent (10%), determined in even multiples of one percent (1%); provided,
     however, that the elected percentage for a Payroll Period, when added to
     the After-Tax Contribution percentage in effect for such Member under Plan
     section 3.01 (as limited by the terms specified in this Exhibit I, section
     D) for that Payroll Period, shall not exceed ten percent (10%) of his Base
     Pay for that Payroll Period.

          3.  Company Matching Contributions.  Notwithstanding Plan section
              ------------------------------
     3.08, the Company shall contribute each Payroll Period on behalf of each
     contributing Member covered by a collective bargaining agreement described
     in this Exhibit I, section D, an amount equal to the following:

                                  EXHIBIT I-4
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


          For Payroll Periods beginning March 1, 1994, and ending September 30,
     1994, fifty percent (50%) of each such Member's After-Tax Contributions
     deducted for that Payroll Period pursuant to numbered paragraph (1) above
     and fifty percent (50%) of each such Member's Pre-Tax Contribution
     allocated for that Payroll Period pursuant to numbered paragraph (2) above,
     provided, however, that the contribution made by the Company on behalf of
     each such Member for any Payroll Period shall not exceed one percent (1%)
     of his Base Pay for that Payroll Period.

          For Payroll Periods beginning October 1, 1994, and ending May 31,
     1996, fifty percent (50%) of each such Member's After-Tax Contributions
     deducted for that Payroll Period pursuant to numbered paragraph (1) above
     and fifty percent (50%) of each such Member's Pre-Tax Contribution
     allocated for that Payroll Period pursuant to numbered paragraph (2) above,
     provided, however, that the contribution made by the Company on behalf of
     each such Member for any Payroll Period shall not exceed two percent (2%)
     of his Base Pay for that Payroll Period.

          For Payroll Periods beginning June 1, 1996, and ending May 31, 1997,
     fifty percent (50%) of each such Member's After-Tax Contributions deducted
     for that Payroll Period pursuant to numbered paragraph (1) above and fifty
     percent (50%) of each such Member's Pre-Tax Contribution allocated for that
     Payroll Period pursuant to numbered paragraph (2) above, provided, however,
     that the contribution made by the Company on behalf of each such Member for
     any Payroll Period shall not exceed three percent (3%) of his Base Pay for
     that Payroll Period.

          For Payroll Periods beginning June 1, 1997, fifty percent (50%) of
     each such Member's After-Tax Contributions deducted for that Payroll Period
     pursuant to numbered paragraph (1) above and fifty percent (50%) of each
     such Member's Pre-Tax Contribution allocated for that Payroll Period
     pursuant to numbered paragraph (2) above, provided, however, that the
     contribution made by the Company on behalf of each such Member for any
     Payroll Period shall not exceed four percent (4%) of his Base Pay for that
     Payroll Period.

                                  EXHIBIT I-5
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


                                   EXHIBIT II
                                   ----------

                       SPECIAL PROVISIONS APPLICABLE TO
                        CERTAIN FORMER AMOCO EMPLOYEES
                        -------------------------------

A.   Applicability and Scope
     -----------------------

          (1) The provisions of this Exhibit II apply in addition to the other
     terms of the Plan, of which this Exhibit II is a part. Any situation not
     addressed by the provisions of this Exhibit II are controlled by the
     general terms of the Plan.

          (2) The provisions of this Exhibit II apply to any Member who is a
     Transferred Employee and who was a participant in the Amoco Plan on June
     26, 1992, and whose account balance (including any notes) was transferred
     to the Ethyl Plan as of September 1, 1992.

          (3) The provisions of this Exhibit II apply only with respect to the
     Amoco Amount.

B.   Definitions
     -----------

     For purposes of this Exhibit II, any term defined below will have the
indicated meaning.  Any term used in this Exhibit II that is not defined below
has the meaning set forth in the Plan.

          (1) Affected Member means any Member who was a Transferred Employee
     and whose account balance that was transferred to the Plan includes the
     Amoco Amount.

          (2) Amoco means the Amoco Company and any other entity that adopted
     the Amoco Plan prior to June 26, 1992.

          (3) Amoco Amount means with respect to each Affected Member, the
     applicable portion of the total amount transferred to the Plan from the
     Ethyl Plan (including any notes), as set forth in Schedule A.

          (4) Amoco Plan means the Amoco Employee Savings Plan.

C.   Special Provisions
     ------------------

          (1) Without regard to Plan section 7.06(a)(1), each Affected Member
     shall have the right to withdraw in cash up to one hundred percent (100%)
     of the Amoco Amount that is attributable to any after-tax employee
     contributions (less any prior

                                 EXHIBIT II-1
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001

     withdrawals), but in no event shall an Affected Member withdraw more than
     the balance of the applicable account as of the effective date of the
     withdrawal.

          (2) Each Affected Member shall have the right to withdraw in cash up
     to one hundred percent (100%) of the Amoco Amount attributable to Amoco
     contributions (other than pre-tax contribution amounts that are treated as
     employer contributions and less any prior withdrawals), but in no event
     shall an Affected Member withdraw more than the balance of the applicable
     account as of the effective date of the withdrawal.

          (3) Each Affected Member shall have the right to withdraw in cash up
     to one hundred percent (100%) of the Amoco Amount attributable to pre-tax
     employee contributions for the purpose of paying funeral expenses for a
     family member, provided that all other applicable provisions for hardship
     withdrawals, set forth in Plan section 7.06(b)(2), are met.

          (4) Upon termination from the employment of the Company for any reason
     prior to retirement, each Affected Member shall have the right to receive
     the Amoco Amount (less any prior withdrawals) in the form of:

              a.  a lump sum which he may elect to receive at any time up to
          age sixty-five (65) ; or

              b.  in ten (10) annual equal cash installments commencing as soon
          as practicable after his employment terminates.

          However, in no event shall such right extend to more than the balance
     of the Affected Member's account as of the effective date of the
     distribution.

          (5) Upon an Affected Member's termination from employment of the
     Company on or after attaining age sixty-five (65) or on or after attaining
     age fifty (50) and completing fifteen (15) years of service with the
     Company (including service with Amoco and Ethyl), each Affected Member
     shall have the right to receive

              a.  the Amoco Amount in the form of a lump sum at any time before
          age seventy and one-half (70 1/2); or

              b.  the Amoco Amount in the form of monthly, quarterly or annual
          cash installments, the frequency and amount of which may be changed at
          any time; and

              c.  the right to receive any portion of the Amoco Amount in cash
          at least once per month.

                                 EXHIBIT II-2
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


          However, in no event shall such right extend to more than the balance
     of the Affected Member's account as of the effective date of the
     distribution.

          Any such distribution method must comply with Code section 401(a)(9).

          (6) For any Affected Member for whom the Amoco Amount includes any
     note for an outstanding loan:

              a.  the Affected Member may retire such loan at any time and have
          the outstanding amount, including interest, treated as a withdrawal;

              b.  if the outstanding amount of the loan is not prepaid at the
          time the Affected Member ceases employment with the Company, the loan
          will be treated as a distribution upon the Affected Member's
          separation;

              c.  if the Affected Member at any time defaults on an outstanding
          loan, the Administrator may take any action it deems necessary to
          protect the interest of the Plan; and

              d.  amounts the Affected Member repays in accordance with the
          terms of a note shall be allocated as follows:

                  (i)  Each payment (i.e., principal plus interest) will be
          credited on a pro rata basis to the Affected Member's Pre-Tax Account,
          Rollover Account, After-Tax Account, and/or Matching Contribution
          Account in an amount that bears the same relationship to the total
          repayment amount as the amount originally borrowed from that account
          bears to the total amount originally borrowed and

                  (ii) repayments credited to each account will be invested in
          accordance with the Affected Member's investment election with respect
          to his Account in effect at the time payment is received. If the
          Affected Member has not elected an investment option for a particular
          account, repayments credited to that account will be invested in the
          Money Market Fund.

                                 EXHIBIT II-3
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001


                            SCHEDULE A TO EXHIBIT II
                            ------------------------

                               THE AMOCO AMOUNT*
                               -----------------


<TABLE>
<CAPTION>
================================================================================================================================
                                                                                                        Amoco
                                  After-Tax         After-Tax                                       Contributions
                                  Unmatched         Matchable                         Interest on   Attributable
                                   Employee          Employee       Amoco Matching     Rollover       to Pre-tax
     Employee        SS#       Contributions/1/  Contributions/2/  Contributions/3/     Amounts      Elections/4/     Totals/5/
     --------        ---       ----------------  ----------------  ----------------     -------      ------------     ---------
================================================================================================================================
 <S>              <C>           <C>               <C>               <C>               <C>            <C>            <C>
M.P. Allred       ###-##-####                                 -0-          8,850.51           1.48       8,872.01      17,724.00
--------------------------------------------------------------------------------------------------------------------------------
R.A. Armstrong    ###-##-####                              978.88          6,358.01            .71       4,263.38      11,600.98
--------------------------------------------------------------------------------------------------------------------------------
G.A. Caston       ###-##-####                            8,095.10          4,704.70           1.70       8,694.86      21,496.36
--------------------------------------------------------------------------------------------------------------------------------
S. Foster         ###-##-####                            2,748.65          3,875.68            .81         980.81       7,605.95
--------------------------------------------------------------------------------------------------------------------------------
J.E. Henry        ###-##-####                               83.41          7,479.90           1.14       7,374.35      14,938.80
--------------------------------------------------------------------------------------------------------------------------------
R.J. McClure      ###-##-####                            6,247.54          8,273.14           2.09      15,865.41      30,388.18
--------------------------------------------------------------------------------------------------------------------------------
K.D. Mitchell     ###-##-####                                              8,154.49           1.57       7,840.01      15,996.07
--------------------------------------------------------------------------------------------------------------------------------
G.L. Morace       ###-##-####                            8,489.53         31,922.95           7.99      55,552.04      95,972.51
--------------------------------------------------------------------------------------------------------------------------------
B.A. Nawrocki     ###-##-####                           40,111.60         87,464.89          13.42       3,968.42     131,558.33
--------------------------------------------------------------------------------------------------------------------------------
J.L. Paul         ###-##-####                            1,390.94          8,241.33           1.78      21,228.00      30,862.05
--------------------------------------------------------------------------------------------------------------------------------
F. Sidorowicz     ###-##-####                           14,348.13         55,913.57           6.13       2,703.37      72,971.20
--------------------------------------------------------------------------------------------------------------------------------
R.S. Szwabowski   ###-##-####                              404.33          3,904.62            .82       3,435.06       7,744.83
--------------------------------------------------------------------------------------------------------------------------------
H.W. Whittington  ###-##-####                           10,948.48         19,046.16           3.19            -0-      29,997.83
================================================================================================================================
</TABLE>


_________________________
      * See definition in Exhibit II.
     /1/  Amounts in this account as of August 31, 1992, were combined with
amounts in the after-tax matchable employee contribution account and transferred
to the After-Tax Account under the Ethyl Plan.

     /2/  Amounts in this account as of August 31, 1992, were combined with
amounts in the after-tax unmatched employee contribution account and transferred
to the After-Tax Account under the Ethyl Plan.

     /3/  Amounts in this account as of August 31, 1992, were transferred to the
Matching Account under the Ethyl Plan.

     /4/  Amounts in this account as of August 31, 1992, were transferred to the
Pre-Tax Account under the Ethyl Plan.

     /5/  The Amoco Amount received on behalf of each Affected Member was
invested in either Option D or E under the Ethyl Plan in the percent directed by
the Affected Member as of September 1, 1992. Effective November 1, 1993, or as
soon as administratively feasible thereafter, each Affected Member was permitted
to direct the investment of his Amoco amounts in any of the Active Investment
Funds under the Ethyl Plan in accordance with the applicable provisions of Plan
section 5.05 of the Ethyl Plan.

                                 EXHIBIT II-4
<PAGE>

                        Savings Plan For The Employees
                           Of Albemarle Corporation
               As Amended and Restated Effective January 1, 2001

                                  EXHIBIT III
                                  -----------

                                INVESTMENT FUNDS
                                ----------------

     The following Investment Funds are available under the Plan as of November
1, 1997 (or as of the date thereafter that the Trustee's transition ("black-
out") period has expired.

Pooled Investment Funds
-----------------------

     Merrill Lynch Retirement Preservation Trust
     PIMCO Total Return Fund Class A
     Merrill Lynch Capital Fund Class A
     Merrill Lynch Equity Index Trust 1
     Davis New York Venture Fund Class A
     Merrill Lynch Growth Fund Class A
     Franklin Small Cap Growth Fund
     Ivy International Fund Class A
     Alliance Premier Growth Fund Class A
     Oppenheimer Capital Appreciation Fund (added effective January 1, 2001)
     Oppenheimer International Growth Fund (added effective January 1, 2001)

Stock Funds
-----------

     Albemarle Corporation Common Stock Fund
     Ethyl Corporation Common Stock Fund
     Tredegar Industries, Inc. Common Stock Fund



*    The Pooled Investment Funds and the Albemarle Stock Fund also are referred
     to as Active Investment Funds.  The Ethyl Stock Fund and Tredegar Stock
     Fund are referred to as Inactive Investment Funds.

                                 EXHIBIT III-1