SUPPLEMENT NO


SUPPLEMENT NO. 1 dated as of March 26, 2004, to the Security

Agreement dated as of December 21, 2001, among CROMPTON

CORPORATION (formerly known as CK Witco Corporation), a

Delaware Corporation (the "Company"), each subsidiary of the

Company listed on Schedule I thereto (each such subsidiary

"Subsidiary Grantors"; the Subsidiary Grantors and the Company

being referred to collectively herein as the "Grantors") and

Citicorp USA, Inc., as Collateral Agent.







     A.  Reference is made to the Five-Year Credit Agreement dated as of October 28,

1999 (as amended, restated, supplemented or otherwise modified from time to time, the

"Credit Agreement"), among the Company, the Eligible Subsidiaries referred to therein,

 the lenders from time to time party thereto, JPMORGAN CHASE BANK (formerly 

known as The Chase Manhattan Bank), as Syndication Agent, CITICORP USA, INC. (as 

successor to Citibank, N.A. in its capacity as Administrative Agent), as Administrative 

Agent and Collateral Agent, BANK OF AMERICA, N.A. and DEUTSCHE BANC 

ALEX. BROWN INC. (formerly known as Deutsche Bank Securities Inc.) as 

Co-Documentation Agents, J.P. MORGAN SECURITIES INC. as Lead Arranger and 

Sole Bookrunner.

     B.  Capitalized terms used herein and not otherwise defined herein shall have the 

meanings assigned to such terms in the Credit Agreement and the Security Agreement 

referred to therein.

     C.  The Grantors have entered into the Security Agreement in order to induce the 

Banks to make and continue to make Loans and the Issuing Bank to issue Letters of 

Credit.  Section 5.16 of the Security Agreement provides that additional Subsidiaries of 

the Borrower may become Grantors under the Security Agreement by execution and 

delivery of an instrument in the form of this Supplement.  The undersigned Subsidiary 

(the "New Subsidiary") is executing this Supplement in accordance with the requirements 

of the Credit Agreement to become a Subsidiary Party under the Security Agreement in 

order to induce the Banks to make additional Loans and the Issuing Bank to issue 

additional Letters of Credit and as consideration for Loans previously made and Letters 

of Credit previously issued.

     Accordingly, the Collateral Agent and the New Subsidiary agree as follows:

     SECTION 1.  In accordance with Section 5.16 of the Security Agreement, the 

New Subsidiary by its signature below becomes a Grantor under the Security Agreement 

with the same force and effect as if originally named therein as a Grantor and the New 

Subsidiary hereby (a) agrees to all the terms and provisions of the Security Agreement 

applicable to it as a Grantor thereunder and (b) represents and warrants that the 

representations and warranties made by it thereunder are true and correct on and as of the 

date hereof, except to the extent such representations and warranties specifically relate to 

an earlier date.  In furtherance of the foregoing, the New Subsidiary, as security for the 

payment and performance in full of the Obligations (as defined in the Security 

Agreement), does hereby create and grant to the Collateral Agent, its successors and 

assigns, for the benefit of the Secured Parties, their successors and assigns, a security 

interest in and lien on all of the New Subsidiary's right, title and interest in and to the 

Collateral (as defined in the Security Agreement) of the New Subsidiary.  Each reference 

to a "Grantor" in the Security Agreement shall be deemed to include the New Subsidiary.  

The Security Agreement is hereby incorporated herein by reference.

     SECTION 2.  The New Subsidiary represents and warrants to the Collateral 

Agent and the other Secured Parties that this Supplement has been duly authorized, 

executed and delivered by it and constitutes its legal, valid and binding obligation, 

enforceable against it in accordance with its terms.

     SECTION 3.  This Supplement may be executed in counterparts (and by different 

parties hereto on different counterparts), each of which shall constitute an original, but all 

of which when taken together shall constitute a single contract. This Supplement shall 

become effective when the Collateral Agent shall have received counterparts of this 

Supplement that, when taken together, bear the signatures of the New Subsidiary and the 

Collateral Agent.  Delivery of an executed signature page to this Supplement by facsimile 

transmission shall be as effective as delivery of a manually signed counterpart of this 

Supplement.

     SECTION 4.  The New Subsidiary hereby represents and warrants that set forth 

on Schedule I hereto is the true and correct legal name of the New Subsidiary, its 

jurisdiction of formation, its organizational identification number, its tax identification 

number and the location of its chief executive office.

     SECTION 5.  Except as expressly supplemented hereby, the Security Agreement 

shall remain in full force and effect.

     SECTION 6.  THIS SUPPLEMENT SHALL BE GOVERNED BY, AND 

CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF 

NEW YORK.

     SECTION 7.  In case any one or more of the provisions contained in this 

Supplement should be held invalid, illegal or unenforceable in any respect, the validity, 

legality and enforceability of the remaining provisions contained herein and in the 

Security Agreement shall not in any way be affected or impaired thereby (it being 

understood that the invalidity of a particular provision in a particular jurisdiction shall not 

in and of itself affect the validity of such provision in any other jurisdiction).  The parties 

hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or 

unenforceable provisions with valid provisions the economic effect of which comes as 

close as possible to that of the invalid, illegal or unenforceable provisions.

     SECTION 8.  All communications and notices hereunder shall be in writing and given as 

provided in Section 5.01 of the Security Agreement.  All communications and notices 

hereunder to the New Grantor shall be given to it at the address set forth under its 

signature below.

     SECTION 9.  The New Subsidiary agrees to reimburse the Collateral Agent for its 

reasonable out-of-pocket expenses in connection with this Supplement, including the 

reasonable fees, other charges and disbursements of counsel for the Collateral Agent.


     IN WITNESS WHEREOF, the New Subsidiary and the Collateral Agent have 

duly executed this Supplement to the Security Agreement as of the day and year first 

above written.


	 	
CROMPTON INTERNATIONAL CORPORATION,

by

__________________________

Name:

Title:


by

__________________________

Name:

Title:

     

	 	
CITICORP USA INC., as Collateral Agent,

by

_________________________

Name:

Title:


	 



                                              Schedule I to Supplement No. 1

                                              to the Security Agreement



 

 


	
Name
	
Jurisdiction of Organizational
	
Organizational Identification Number
	
Tax Identification Number

	


Crompton International Corporation
	


New Jersey
	


0100523514
	


22-3186703