AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN



 Exhibit 10.1 
  
 ALBEMARLE CORPORATION 
  
 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN 
  
 As Amended and Restated 
 Effective
January 1, 2005 







 TABLE OF CONTENTS 
  

					
	 	  	 	  	Page


	INTRODUCTION	  	1
			
	 ARTICLE I
	  	     DEFINITIONS
	  	2
			
	 1.01
	  	 Actuarial Equivalent
	  	2
			
	 1.02
	  	 Affiliate
	  	2
			
	 1.03
	  	 Annuity Starting Date
	  	2
			
	 1.04
	  	 Beneficiary
	  	2
			
	 1.05
	  	 Board
	  	2
			
	 1.06
	  	 Code
	  	2
			
	 1.07
	  	 Committee
	  	2
			
	 1.08
	  	 Company
	  	2
			
	 1.09
	  	 Change in Control
	  	2
			
	 1.10
	  	 Disability or Disabled
	  	2
			
	 1.11
	  	 Eligible Employee
	  	2
			
	 1.12
	  	 Excess Benefit
	  	3
			
	 1.13
	  	 Executive Deferred Compensation Plan or EDCP
	  	3
			
	 1.14
	  	 Participant
	  	3
			
	 1.15
	  	 Plan
	  	3
			
	 1.16
	  	 Qualified Preretirement Survivor’s Annuity
	  	3
			
	 1.17
	  	 Retirement and Retire
	  	3
			
	 1.18
	  	 Retirement Plan
	  	3
			
	 1.19
	  	 Section 409A
	  	3
			
	 1.20
	  	 Short Service Benefit
	  	3
			
	 1.21
	  	 Supplemental Benefit
	  	3
			
	 1.22
	  	 Survivor Annuity means a benefit in the form of a life and 100% survivor annuity with 60 monthly payments guaranteed
	  	3
			
	 ARTICLE II
	  	     PARTICIPATION
	  	4
			
	 ARTICLE III
	  	     BENEFITS
	  	4
			
	 3.01
	  	 Amount of Benefit
	  	4
			
	 3.02
	  	 Death Benefits
	  	8
			
	 3.03
	  	 Timing and Form of Payment
	  	8

  

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 TABLE OF CONTENTS 
 (continued) 
  

					
	 	 	 	  	Page


	 ARTICLE IV
	 	     VESTING
	  	10
			
	 4.01
	 	 Vesting of Benefits
	  	10
			
	 ARTICLE V
	 	     GUARANTEES
	  	10
			
	 ARTICLE VI
	 	     TERMINATION, AMENDMENT OR MODIFICATION OF PLAN
	  	11
			
	 6.01
	 	 Plan Termination
	  	11
			
	 6.02
	 	 Notice Requirement
	  	11
			
	 6.03
	 	 Effect of Plan Termination
	  	11
			
	 ARTICLE VII
	 	     OTHER BENEFITS AND AGREEMENTS
	  	11
			
	 ARTICLE VIII
	 	     RESTRICTIONS ON TRANSFER OF BENEFITS
	  	12
			
	 ARTICLE IX
	 	     ADMINISTRATION OF THE PLAN
	  	12
			
	 9.01
	 	 The Committee
	  	12
			
	 9.02
	 	 Indemnification of the Committee
	  	12
			
	 9.03
	 	 Powers of the Committee
	  	12
			
	 9.04
	 	 Information
	  	13
			
	 9.05
	 	 Claims Review Procedures
	  	13
			
	 ARTICLE X
	 	     MISCELLANEOUS
	  	13
			
	 10.01
	 	 No Guarantee of Employment
	  	13
			
	 10.02
	 	 Binding Nature
	  	13
			
	 10.03
	 	 Governing Law
	  	13
			
	 10.04
	 	 Masculine and Feminine; Singular and Plural
	  	13
			
	 10.05
	 	 Section 409A
	  	14
			
	 ARTICLE XI
	 	     ADOPTION
	  	14
			
	 APPENDIX I
	 	 	  	15
			
	 APPENDIX II
	 	 	  	16

  

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 Albemarle Corporation 
 Supplemental Executive Retirement Plan 
 As Amended and Restated Effective January 1, 2005 
  

 INTRODUCTION 
  
 Albemarle Corporation adopted the Albemarle Corporation Supplemental Executive Retirement Plan (the “Plan”)
effective April 26, 2000. This Plan represents an amendment and restatement of the Albemarle Corporation Excess Benefit Plan and the Albemarle Corporation Supplemental Retirement Plan which were originally adopted by the Board on
February 8, 1994. The Excess Benefit Plan and the Supplemental Retirement Plan were amended effective April 26, 2000, to simplify the Plans’ administration with respect to the calculation of benefits and to clarify the benefits
provided to certain employees. In addition, effective as of April 26, 2000 the Excess Benefit Plan and the Supplemental Plan were merged. The resulting plan was renamed the Albemarle Corporation Supplemental Executive Retirement Plan.

  
 The Board believes that the adoption of the Plan will assist
it in attracting and retaining those employees, whose judgment, abilities and experience will contribute to the Company’s success. 
  
 The Plan is intended to be a plan that is unfunded and maintained primarily for the purpose of providing supplemental retirement benefits for a
“select group of management or highly compensated employees” (as such phrase is used in the Employee Retirement Income Security Act of 1974, as amended). The Plan must be administered and construed in a manner that is consistent with that
intent. The Plan is intended to comply with the provisions of Section 409A of the Code, and any and all rules and regulations promulgated thereunder. 
  
 The Plan provides the following benefits: 
  

	 	1.	The difference between (i) the employee’s accrued benefit under the Company’s tax-qualified defined benefit pension plan in light of the benefit limitations provided
under Code section 415, and (ii) the full value of the benefits such employee would otherwise have received under such plan but for such limitation; 

  

	 	2.	The difference between (i) the employee’s accrued benefits under the Company’s tax-qualified defined benefit pension plan in light of the compensation cap provided
under Code section 401(a)(17), and (ii) the full value of the benefits such employee would otherwise have received under such plan but for such limitation; 

  

	 	3.	Certain benefits lost as a result of deferrals under the Executive Deferred Compensation Plan. 

  

	 	4.	The Board also approved the provision of supplemental executive retirement benefits to designated executives whose relatively short service with the Company or an Affiliate would
otherwise limit their career retirement benefits. To the extent an individual is specifically designated as entitled to these supplemental retirement benefits, those benefits are provided under this Plan. 

  

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 Albemarle Corporation 
 Supplemental Executive Retirement Plan 
 As Amended and Restated Effective January 1, 2005 
  

 ARTICLE I 
  
 DEFINITIONS 
  
 1.01 Actuarial Equivalent means a benefit of equivalent value based on the factors and assumptions employed in determining actuarial
equivalencies to the normal form of benefit under the Retirement Plan. 
  
 1.02 Affiliate means any entity that is a member of a controlled group of corporations as defined in Code section 1563(a), determined without regard to Code sections 1563(a)(4) and 1563 (e)(3)(c), of which the Corporation is a
member according to Code section 414(b), and which has, with the approval of the Board, adopted the Plan by action of its board. 
  
 1.03 Annuity Starting Date means the first day of the first month for which a benefit is payable under the Plan. 
  
 1.04 Beneficiary means the person or persons who are designated
by Participant on a form provided by the Company for such purpose, to receive any benefits that may become payable under the Plan after the death of the Participant. In the absence of a designation of a Beneficiary or in the event a
Participant’s designated Beneficiary predeceases him or her, the Participant’s Beneficiary shall be his or her spouse, or if there is no spouse, the Participant’s estate. 
  
 1.05 Board means the Board of Directors of Albemarle Corporation. 
  
 1.06 Code means the Internal Revenue Code of 1986, as amended.

  
 1.07 Committee means the Employee Relations
Committee of the Company or any successor committee, which shall, in accordance with the provisions of Article IX hereof, be responsible for the management and administration of the Plan. 
  
 1.08 Company means Albemarle Corporation. 
  
 1.09 Change in Control is defined in Appendix II attached hereto. 
  
 1.10 Disability or Disabled shall mean a
Participant’s inability to engage in any substantial gainful activity because of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted, or can be expected to last, for a continuous
period of twelve (12) months or longer. 
  
 1.11
Eligible Employee means an individual employed by the Company or an Affiliate who is in a select group of management or is a highly compensated employee of the Company and its Affiliates. An individual shall remain an Eligible Employee
only so long as the individual remains in such select management group or continues to be highly compensated. 
  

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 Albemarle Corporation 
 Supplemental Executive Retirement Plan 
 As Amended and Restated Effective January 1, 2005 
  

 1.12 Excess Benefit means the benefit, if any, that a Participant becomes entitled to
pursuant to Section 3.01(a) of this Plan. 
  
 1.13
Executive Deferred Compensation Plan or EDCP means the Albemarle Corporation Executive Deferred Compensation Plan, as amended from time to time. 
  
 1.14 Participant means, so long as he remains so designated or to the extent he has accrued a vested benefit
under the Plan, an Eligible Employee who becomes a participant in the Plan in accordance with Article II. 
  
 1.15 Plan means this Plan which restates and amends the Albemarle Corporation Supplemental Executive Retirement Plan, which is a result of
the April 26, 2000, merger of the Albemarle Corporation Supplemental Retirement Plan and the Albemarle Corporation Excess Benefit Plan, as amended from time to time. 
  
 1.16 Qualified Preretirement Survivor’s Annuity means the monthly benefit payable to the surviving
spouse, if any, on the death of a Participant prior to his Annuity Starting Date in the form determined under Section 7.01(c)(1) or (2) of the Retirement Plan, as applicable. 
  
 1.17 Retirement and Retire mean separation from employment with the Company or an Affiliate at
or after satisfying the requirements for retirement or early retirement under the terms of the Retirement Plan and the commencement of benefits thereunder. 
  
 1.18 Retirement Plan means the Albemarle Corporation Pension Plan, as amended from time to time. 
  
 1.19 Section 409A means Section 409A of the Code and
any and all rules and regulations promulgated thereunder. 
  
 1.20
Short Service Benefit means the benefit, if any, that a Participant becomes entitled to pursuant to the provisions of Section 3.01(b) of this Plan. 
  
 1.21 Supplemental Benefit means the benefit, if any, that a Participant becomes entitled to pursuant to the
provisions of Section 3.01(c) of the Plan. 
  
 1.22
Survivor Annuity means a benefit in the form of a life and 100% survivor annuity with 60 monthly payments guaranteed. 
  

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 Albemarle Corporation 
 Supplemental Executive Retirement Plan 
 As Amended and Restated Effective January 1, 2005 
  

 ARTICLE II 
  
 PARTICIPATION 
  
 Each Eligible Employee shall automatically become a Participant in the Plan, with respect to the Excess Benefits provided under Plan section 3.01(a), as
of the date such Employee’s benefit under the Retirement Plan is first limited by Code section 401(a)(17) and/or 415 or, if earlier, the Eligible Employee makes a deferral under the EDCP. An Eligible Employee recommended by the Company’s
Executive Committee and approved by the Executive Compensation Committee shall become a Participant in the Plan, with respect to the Short Service Benefit provided under Plan section 3.01(b) or the Supplemental Benefit provided under Plan
Section 3.01(c), as of the effective date designated by the Company’s Executive Committee. An Eligible Employee who becomes a Participant with respect to a benefit under Plan section 3.01(b) or 3.01(c), shall continue to participate in the
Plan with respect to such benefit until such date as the Company’s Executive Committee may declare the individual in question no longer eligible to participate. 
  
 ARTICLE III 
  
 BENEFITS 
  
 3.01 Amount of Benefit. 
  
 Subject to the limitations set forth in Articles IV (Vesting), V (Guarantees) and VI (Termination, Amendment, or Modification of Plan), the benefits of a
Participant and his Beneficiary shall be as follows: 
  
 (a)
Excess Benefits. A Participant shall be entitled to Excess Benefits under this Plan as follows: 
  

	 	(i)	A Participant shall be entitled to a benefit equal to the difference between (A) the benefits that accrue to the Participant under the Retirement Plan and (B) the benefits
the Participant would have accrued under the Retirement Plan but for the application of Code section 415 (the annual limit on benefits under the Retirement Plan ($170,000 for 2005)). 

  

	 	(ii)	A Participant shall be entitled to a benefit equal to the difference between (A) the benefits the Participant would have accrued under the Retirement Plan but for (i) the
application of the limits set forth in Code section 401(a)(17) (the annual limit on compensation taken into account under the Retirement Plan ($210,000 for 2005)) and (ii) any deferrals made by the Participant under the EDCP, and Code
section 415, as applicable, and (B) the benefits that accrued to the Participant under the Retirement Plan. 

  

	 	(iii)	In no event shall a Participant accrue a duplicate benefit attributable to the same service or compensation under paragraphs (i) and (ii). 

  

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 Albemarle Corporation 
 Supplemental Executive Retirement Plan 
 As Amended and Restated Effective January 1, 2005 
  

 (b) Short Service Benefits. A Participant shall be entitled to a Short Service Benefit under
this Plan as follows: 
  

	 	(i)	Participants who have completed five years of service with the Company or an Affiliate (including service with Ethyl Corporation or one of its affiliates) and who are specifically
designated for this purpose, in accordance with Article II shall also accrue an additional benefit hereunder equal to (A) minus (B) below, where: 

  
 (A) is a benefit equal to the product of 4% times the Participant’s total years of service with the
Company or an Affiliate (up to a maximum of fifteen) payable as a life annuity and 5 year certain form of benefit, expressed in years and fractions of years and measured in cumulative monthly increments from the Participant’s initial date of
employment, excluding any intervening period during which the Participant was not in the employ of the Company or an Affiliate, times the Participant’s Final Average Compensation; and 
  
 (B) equals the sum of the Actuarial Equivalents as of the
time benefits are paid, of: 
  
 (I) the
Participant’s employer-provided Retirement Plan benefit; 
  
 (II) 100% of the Participant’s Primary Social Security Benefit payable at his Social Security Retirement Age, as determined under the provisions of the Social Security Act in effect at the date of the occurrence
triggering the determination, assuming that the Participant had continued in the employ of the Company at the annual base salary he was earning at the time such event occurred until what would have been his Social Security Retirement Age
(provided, however, that in the event of a Change in Control, the offset under this subparagraph (II) shall not apply to any Participant who has completed fewer than 10 years of service at the time of the Change in Control); 
  
 (III) the benefit accrued by the Participant under Plan
section 3.01(a)(i); and 
  
 (IV) the benefit
accrued by the Participant under Plan Section 3.01(a)(ii). 
  
 (c) Supplemental Benefits 
  
 For any Participant
who is specifically designated by the Company, such Participant shall be entitled to a Supplemental Benefit under this Plan as follows: 
  

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 Albemarle Corporation 
 Supplemental Executive Retirement Plan 
 As Amended and Restated Effective January 1, 2005 
  


	 	(i)	The Participant’s Supplemental Benefit shall be calculated under Plan Sections 3.01(a)(i) and (ii) based on the formula under the Retirement Plan, and using the
Participant’s service and compensation with Ethyl Corporation and the Company. 

  

	 	(ii)	Except as otherwise provided on Appendix I, benefits payable under this Section 3.01(c) shall be offset by any benefits payable under the qualified retirement plans sponsored
by Ethyl Corporation and the Company and any benefits payable under non-qualified retirement plans sponsored by Ethyl Corporation and the Company. 

  

	 	(iii)	With regard to the Participants indicated on Appendix I, the benefit determined under this paragraph (c) shall be frozen as of December 31, 2002, provided, however, the
frozen benefit shall include an additional three years of service. 

  
 (d) Special Rules on Final Average Compensation. 
  

	 	(i)	For purposes of determining a Participant’s benefit under Plan Section 3.01(b), Final Average Compensation means, effective April 26, 2000, for a Participant
as of any date, one-third of the sum of (i) the Participant’s annual base salary and (ii) 100% of any annual cash bonus paid pursuant to the Albemarle Corporation 1998 Incentive Plan (or any successor Plan) and (iii) the value
(as of January 31, 2002) of any vested Restricted Incentive Units awarded pursuant to the Restricted Incentive Unit Award Agreement between the Company and the Participant dated January 31, 2002 (“1/31/02 Agreement”), which
salary and bonus are received by the Participant and which vested Restricted Incentive Units were granted, during the three consecutive highest paid calendar years of employment by the Company or an Affiliate during the ten consecutive calendar
years or the total period of employment, if less, immediately preceding the date of the event the occurrence of which triggers the determination. 

  


	 	(ii)	Effective December 31, 2010, for Participants who retire on or after December 31, 2010, for purposes of determining such Participants’ benefits under this Plan, the
amount of each Participant’s Final Average Compensation shall be frozen as of December 31, 2010; provided, however, that, for Participants who retire on or after December 31, 2015, such Participants’ Final
Average Compensation shall be determined as of December 31, 2012, and for Participants who retire on or after December 31, 2020, such Participants’ Final Average Compensation shall be determined as of December 31,
2014. 

  

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 Albemarle Corporation 
 Supplemental Executive Retirement Plan 
 As Amended and Restated Effective January 1, 2005 
  


	 	(iii)	For purposes of determining Excess Benefits under Section 3.01(a), for Participants whose Final Average Compensation is limited under the provisions of Code
Section 401(a)(17), Final Average Compensation as of December 31, 2010, December 31, 2012 or December 31, 2014, as applicable, shall be determined based on the applicable Code Section 401(a)(17) limit in effect
on the relevant benefit determination date, but not in excess of the Participant’s total Compensation (without regard to the Code Section 401(a)(17) limit) as of December 31, 2010, December 31, 2012 or December 31,
2014, as applicable. 

  
 (e) For purposes of
determining a Participant’s accrued benefits under this Plan section 3.01: 
  

	 	(i)	compensation and benefits shall be calculated without regard to any elections by a Participant to defer any amount under the Executive Deferred Compensation Plan that otherwise
would have been paid to the Participant for the relevant period in the absence of such an election. 

  

	 	(ii)	compensation used in the calculation of benefits that the Participant would have accrued under the Retirement Plan but for the limitations of Sections 401(a)(17) and 415 of the
Code, shall include (a) the income recognized on account of a bonus (whether in the form of cash or other property) granted to such Participant on April 24, 1996, who was a full-time employee of the Company on such date, and any cash
payment made by the Company to reimburse the Participant for the federal and state income taxes resulting from such income recognition, and (b) fifty percent (50%) of the value of any vested Restricted Incentive Units awarded pursuant to
the 1/31/02 Agreement, provided that the value of such vested Restricted Incentive Units shall be determined and included as compensation for purposes of this paragraph (d) for the year in which such Units were granted.


  
 (f) A Participant shall accrue benefits under
this Plan section 3.01, as applicable, from the effective date of his eligibility to participate in the Plan through the date of his death, Disability or Retirement or other separation from service or the date he is notified by the Company’s
Executive Committee that he is no longer eligible to participate. 
  
 (g) For Participants whose employment was terminated and Plan benefits commenced prior to 2005, such Participants’ benefits have been calculated under the terms of the Plan as in effect when they terminated employment. 
  

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 Albemarle Corporation 
 Supplemental Executive Retirement Plan 
 As Amended and Restated Effective January 1, 2005 
  

 3.02 Death Benefits 
  
 (a) With respect to the vested Excess Benefits accrued by a Participant under Plan section 3.01(a), if a Participant dies
prior to what would have been his Annuity Starting Date under the Retirement Plan, the Participant’s surviving spouse, if any, shall be entitled to a benefit equal to a Qualified Preretirement Survivor’s Annuity under the Retirement Plan.
Benefits payable under this paragraph (a) shall be paid to the surviving spouse in a lump sum payment on what would have been the Participant’s earliest early retirement date under the Retirement Plan. 
  
 (b) With respect to a Participant’s vested Short Service Benefits and
Supplemental Benefits accrued under Plan sections 3.01(b) and 3.01(c), if such Participant dies prior to payment of his Benefit hereunder, the Participant’s surviving spouse, if any, shall be paid a benefit that is a 100% survivor’s
annuity based on the Participant’s accrued benefit under the Plan as of his date of death calculated using the actuarial assumptions and methods set forth in the Retirement Plan. Short Service and Supplemental Benefits payable under this
paragraph (b) shall be paid in a lump sum on the date the Participant would have attained age 55, provided, however, that if, at the time of death, the Participant had not yet completed ten years of service with the Company (or, for the
Supplemental Benefit, Ethyl Corporation), then the benefit hereunder shall be paid on the date the Participant would have attained age 65. In the event a Participant subject to this paragraph (b) has no surviving spouse, no death benefit shall
be paid under this Plan. 
  
 (c) In the event of a
Participant’s death after his Annuity Starting Date the following rules shall apply: (i) with respect to Supplemental Benefits being paid in the form of a Survivor Annuity, benefits shall be paid to the individual (designated at the time
benefits commence) to receive the 100% survivor annuity, and upon the death of the survivor annuitant, or in the event such annuitant does not survive the Participant, no additional benefit shall be paid unless the Participant (and survivor
annuitant) had not yet received payments for the guaranteed 60 months of payments, in which latter event payments for the remainder of the 60 month period shall be made to the Participant’s Beneficiary, and (ii) any Benefits that should
have been paid to the Participant but had not been paid as of the date of the Participant’s death shall be paid in a lump sum to the Participant’s personal representative, determined in accordance with state law. 
  
 (d) For purposes of this Section 3.02, a lump sum shall be calculated
using (i) a discount rate equal to the discount rate used by the Company for pension expense purposes for the year in which the lump sum is being calculated, and (ii) the mortality table used for pension expense purposes for such year.

  
 3.03 Timing and Form of Payment 
  
 (a) Excess Benefits. Vested Excess Benefits under this Plan shall be
paid on the later of (i) the date the Participant’s benefits commence under the Retirement Plan, or (ii) the first day of the month following the Participant’s separation from service, provided, however, that if the
Participant is a Key Employee (as such term is defined in Section 409A) Excess Benefits shall in 

  

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 Albemarle Corporation 
 Supplemental Executive Retirement Plan 
 As Amended and Restated Effective January 1, 2005 
  

 
no event be paid prior to six months after the Participant’s separation from service. Prior to February 1, 2006, Excess Benefits shall be paid in
the same form and for the same period as benefits are paid under the Retirement Plan. Effective February 1, 2006, Excess Benefits (other than those for which payment has already commenced) shall be paid in a lump sum. 
  
 (b) Short Service Benefits. Vested Short Service Benefits shall be
paid in a lump sum on the later of (i) the first day of the month coincident with or next following the Participant’s fifty-fifth birthday (provided, however, that if the Participant has not either completed 10 years of service for
the Company or become Disabled, then the Participant’s sixty-fifth birthday), and (ii) the first day of the month following the Participant’s separation from service, provided, however, that if the Participant is a Key Employee
(as such term is defined in Section 409A) Short Service Benefits under this subparagraph (ii) shall be paid no earlier than six months after the Participant’s separation from service. 
  
 (c) Supplemental Benefits. Supplemental Benefits shall be paid on the
later of (i) the first day of the month coincident with or next following the Participant’s fifty-fifth birthday (provided, however, that if the Participant has not completed 10 years of service for the Company (or Ethyl
Corporation), then Participant’s sixty-fifth birthday) and (ii) the first day of the month following the Participant’s separation from service, provided, however, that if the Participant is a Key Employee (as such term is
defined in Section 409A) Supplemental Benefits under this subparagraph (ii) shall be paid no earlier than six months after the Participant’s separation from service. Supplemental Benefits shall be paid in a lump sum payment except
that with respect to Participants designated on Appendix I, such Participants’ Benefits shall be paid as a Survivor Annuity. 
  
 (d) Change in Control. Notwithstanding any of the foregoing, in the event there is a Change in Control and a Participant’s employment is
terminated within 24 months after the Change in Control due to (i) termination by the Company, (ii) a change or diminution of responsibilities or compensation, (iii) a reduction of benefit level or eligibility, or (iv) refusal by
a successor company to assume the Participant’s Severance Agreement with the Company (provided, however, that the Participant’s termination of employment need not be limited to one of the circumstances listed in (i) through
(iv) if it is determined that such limitation violates Section 409A), the Participant’s benefits shall be paid in a lump sum payment upon the termination of employment. 
  
 (e) Lump Sums. For purposes of this Section 3.03, a lump sum shall be calculated using (i) a discount rate
equal to the discount rate used by the Company for pension expense purposes for the year in which the lump sum is being calculated, and (ii) the mortality table used for pension expense purposes for such year. 
  

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 Albemarle Corporation 
 Supplemental Executive Retirement Plan 
 As Amended and Restated Effective January 1, 2005 
  

 ARTICLE IV 
  
 VESTING 
  
 4.01 Vesting of Benefits 
  
 A Participant shall vest in his benefits under this Plan as follows: 
  
 (a) Excess and Supplemental Benefits. A Participant’s right to receive an Excess Benefit under Plan section
3.01(a) and a Supplemental Benefit under Plan Section 3.01(c), exists only if his employment terminates at a time or as a result of an event that would have caused such benefit to vest under the terms of the Retirement Plan, while the Plan is
in effect and the Participant remains designated as a Participant. 
  
 (b) Short Service Benefits. No Short Service Benefits under Plan section 3.01(b) shall be vested unless the Participant has completed five years of service with the Company. 
  
 (c) Death. In the event a Participant dies prior to vesting in his
Excess, Short Service or Supplemental Benefits under this Plan, no benefits shall be payable under this Plan. 
  
 (d) Forfeitures for Inappropriate Conduct. Notwithstanding any of the foregoing, a Participant shall forfeit all benefits from the Plan if the
Committee determines, in its sole discretion, that his employment is terminated as a result of fraud, dishonesty, conviction of or pleading guilty to a felony, or embezzlement from the Company or an Affiliate. Further, in the event the Committee
determines, in its sole discretion, that a Participant who has separated from service for any reason is guilty of fraud, or dishonesty against the Company or an Affiliate or is convicted of or pleads guilty to a felony against or embezzlement from
the Company or an Affiliate shall forfeit his entitlement to any further payments or benefits under the Plan. 
  
 (e) Change in Control. Notwithstanding any of the foregoing, in the event of a Change in Control, all Benefits shall be fully vested. 

 
 ARTICLE V 
  
 GUARANTEES 
  
 Albemarle Corporation and any Affiliate participating in the Plan has only a
contractual obligation to pay the benefits described in Article III. All benefits are to be satisfied solely out of the general corporate assets of the Company or the appropriate Affiliate which shall remain subject to the claims of its creditors.
No assets of the Company or a participating Affiliate will be segregated or committed to the satisfaction of its obligations to any Participant or Beneficiary under this Plan. If the Company in its sole discretion, elects to purchase life insurance
on the life of a Participant in connection with the Plan, the Participant must submit to a physical examination, if required by the insurer, and otherwise cooperate in the issuance of such policy or his rights under the Plan will be forfeited.

  

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 Albemarle Corporation 
 Supplemental Executive Retirement Plan 
 As Amended and Restated Effective January 1, 2005 
  

 ARTICLE VI 
  
 TERMINATION, AMENDMENT OR MODIFICATION OF PLAN 
  
 6.01 Plan Termination 
  
 Except as otherwise specifically provided, the Company reserves the right to terminate, amend or modify this Plan, wholly or
partially, at any time and from time to time. Any such termination, amendment or change may not affect or alter the benefits paid or obligations to any employee who died, became Disabled or Retired before the termination, amendment, or change or
whose benefits vested in accordance with Article IV. Such right to terminate, amend or modify the Plan shall be exercised for the Company either by its Board or Executive Compensation Committee. 
  
 6.02 Notice Requirement 
  
 (a) Plan section 6.01 notwithstanding, no action to terminate the Plan shall
be taken except upon written notice to each Participant to be affected thereby. 
  
 (b) Any notice which shall be or may be given under the Plan shall be in writing and shall be mailed by United States mail, postage prepaid. If notice is to be given to the Company, such notice shall be addressed to
it at Post Office Box 1335, Richmond, Virginia 23218; addressed to the attention of the Corporate Secretary. If notice is to be given to a Participant, such notice shall be addressed to the Participant’s last known address. 
  
 6.03 Effect of Plan Termination 
  
 Except as provided in Plan section 6.01, upon the termination of this Plan
by the Board or Executive Compensation Committee, the Plan shall no longer be of any further force or effect, and, except as provided in Plan section 6.01, neither the Company nor any Participant shall have any further obligation or right under this
Plan. Likewise, except to the same extent protected in the event of termination, amendment or modification of the Plan, the rights of any individual who was a Participant and who is declared by the Committee to be no longer eligible shall cease upon
such action. 
  
 ARTICLE VII 
  
 OTHER BENEFITS AND AGREEMENTS 
  
 The benefits provided for a Participant and his Beneficiary under the Plan
are in addition to any other benefits available to such Participant under any other plan or program of the Company or a participating Affiliate for its employees, and, except as may otherwise be expressly provided for, the Plan shall supplement and
shall not supersede, modify or amend any other plan or program of the Company or a participating Affiliate in which a Participant is participating. 
  

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 Albemarle Corporation 
 Supplemental Executive Retirement Plan 
 As Amended and Restated Effective January 1, 2005 
  

 ARTICLE VIII 
  
 RESTRICTIONS ON TRANSFER OF BENEFITS 
  
 No right or benefit under the Plan shall be subject to anticipation, alienation, sale, assignment, pledge, encumbrance or
charge, and any attempt to do so shall be void. No right or benefit hereunder shall in any manner be liable for or subject to the debts, contracts, liabilities, or torts of the person entitled to such benefit. If any Participant or Beneficiary under
the Plan should become bankrupt or attempt to anticipate, alienate, sell, assign, pledge, encumber or charge any right to a benefit hereunder, then such right or benefit, in the discretion of the Committee, shall cease and terminate, and, in such
event, the Committee may hold or apply the same or any part thereof for the benefit of such Participant or Beneficiary, his or her spouse, children, or other dependents, or any of them, in such manner and in such portion as the Committee may deem
proper. 
  
 ARTICLE IX 
  
 ADMINISTRATION OF THE PLAN 
  
 9.01 The Committee 
  
 The Plan shall be administered by the Committee. Subject to the provisions
of the Plan, the Committee may adopt such rules and regulations as may be necessary to carry out the purposes hereof. The Committee’s interpretation and construction of any provision of the Plan shall be final and conclusive. 
  
 9.02 Indemnification of the Committee 
  
 The Company shall indemnify and save harmless each member of the Committee
against any and all expenses and liabilities arising out of his membership on the Committee, excepting only expenses and liabilities arising out of his own willful misconduct. Expenses against which a member of the Committee shall be indemnified
hereunder shall include without limitation, the amount of any settlement or judgment, costs, counsel fees, and related charges reasonably incurred in connection with a claim asserted, or a proceeding brought or settlement thereof. The foregoing
right of indemnification shall be in addition to any other rights to which any such member may be entitled. 
  
 9.03 Powers of the Committee 
  
 In addition to the powers hereinabove specified, the Committee shall have the power to compute and certify the amount and kind of benefits from time to
time payable to Participants, and Beneficiaries under the Plan, and to authorize all disbursements for such purposes. 
  

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 Albemarle Corporation 
 Supplemental Executive Retirement Plan 
 As Amended and Restated Effective January 1, 2005 
  

 9.04 Information 
  
 To enable the Committee to perform its functions, the Company and any participating Affiliate shall supply full and timely
information to the Committee on all matters relating to the compensation of all Participants, their retirement, death or other cause for termination of employment, and such other pertinent facts as the Committee may require. 
  
 9.05 Claims Review Procedures 
  
 The benefit claims review procedure set forth in the Retirement Plan, as
amended from time to time, is incorporated herein by reference and made applicable to the Plan. 
  
 ARTICLE X 
  
 MISCELLANEOUS 
  
 10.01 No Guarantee of
Employment 
  
 The Plan does not in any way limit the
right of the Company or any participating Affiliate at any time and for any reason to terminate the employment of a Participant in its employ. In no event shall the Plan, by its terms or by implication, constitute an employment contract of any
nature whatsoever between the Company and a Participant. 
  
 10.02
Binding Nature 
  
 The Plan shall be binding upon
the Company, any participating Affiliate and successors and assigns, and, subject to the powers set forth in Article VI, upon a Participant’s, his Beneficiary’s or any of their assigns, heirs, executors and administrators. 
  
 10.03 Governing Law 
  
 To the extent not preempted by federal law, the Plan shall be governed and
construed under the laws of the Commonwealth of Virginia (including its choice-of-law rules, except to the extent those laws would require the application of the law of a state other than Virginia) as in effect from time to time. 
  
 10.04 Masculine and Feminine; Singular and Plural 

 
 Masculine pronouns wherever used shall include feminine pronouns and the
use of the singular shall include the plural. 
  

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 Albemarle Corporation 
 Supplemental Executive Retirement Plan 
 As Amended and Restated Effective January 1, 2005 
  

 10.05 Section 409A 
  
 Notwithstanding any other provision of this Plan, it is intended that all post-2004 benefits under this Plan satisfy the
provisions of Section 409A and this Plan shall be interpreted and administered, as necessary, to comply with such provisions. 
  
 ARTICLE XI 
  
 ADOPTION 
  
 The Company has adopted this Plan pursuant to action taken by the Board. With the approval of the Board, any Affiliate may adopt this Plan by action of its board of directors. 
  
 As evidence of its adoption of the Plan, Albemarle Corporation has caused this document to be signed by its duly authorized
officer, this      day of                         , 2005, and made effective as of
January 1, 2005. 
  

			
	 ALBEMARLE CORPORATION

		
	 By:
	 	  




  

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 Albemarle Corporation 
 Supplemental Executive Retirement Plan 
 As Amended and Restated Effective January 1, 2005 
  

 APPENDIX I 
  
 PARTICIPANTS DESIGNATED FOR PLAN SECTIONS 3.01(b)(i) and 3.01(c) 
  

					
	 Plan Section

	  	 Name

	  	Service Date


	 3.01(b)(i)
	  	 Mark C. Rohr
	  	3/22/1999
			
	 3.01(b)(i)
	  	 Jack P. Harsh
	  	11/16/1998
			
	 *3.01(c)
	  	 Floyd D. Gottwald
	  	3/1/1996
			
	 **3.01(c)
	  	 William M. Gottwald
	  	9/1/1996
			
	 3.01(b)(i)
	  	 John M. Steitz
	  	7/1/2000
			
	 3.01(b)(i)
	  	 George P. Manson, Jr.
	  	5/1/2001
			
	 3.01(b)(i)
	  	 Scott A. Martin
	  	7/1/2001
			
	 3.01(b)(i)
	  	 Paul F. Rocheleau
	  	6/17/2002
			
	 3.01(b)(i)
	  	 Luther C. Kissam, IV
	  	10/1/2003

  
 (Last amended per action of the
Executive Compensation Committee effective 10/1/2003.) 


	*	Floyd D. Gottwald’s benefit was frozen in accordance with Section 3.01(c)(iii) of the Plan; when payable, his benefit shall be paid in the form of a Survivor Annuity.



	**	William M. Gottwald’s benefit shall not be offset by his benefit under any of the Ethyl Corporation plans, nor shall his benefit be frozen in accordance with
Section 3.01(c)(iii) of the Plan. 

  

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 Albemarle Corporation 
 Supplemental Executive Retirement Plan 
 As Amended and Restated Effective January 1, 2005 
  

 APPENDIX II 
  

Albemarle Corporation 
 Change
In Control Provision 
  
 1. Change in Control means the occurrence
of any of the following events: 
  
 (a) any Person, or
“group” as defined in section 13(d)(3) of the Securities Exchange Act of 1934 (excluding Floyd D. Gottwald, members of his family and any Affiliate), becomes, directly or indirectly, the Beneficial Owner of 20% or more of the combined
voting power of the then outstanding Albemarle securities that are entitled to vote generally for the election of Albemarle’s directors (the “Voting Securities”) (other than as a result of an issuance of securities by Albemarle
approved by Continuing Directors, or open market purchases approved by Continuing Directors at the time the purchases are made); 
  
 (b) as the direct or indirect result of, or in connection with, a reorganization, merger, share exchange or consolidation (a “Business
Combination”), a contested election of directors, or any combination of these transactions, Continuing Directors cease to constitute a majority of Albemarle’s board of directors, or any successor’s board of directors, within two years
of the last of such transactions; 
  
 (c) the shareholders of
Albemarle approve a Business Combination, unless immediately following such Business Combination, (1) all or substantially all of the Persons who were the Beneficial Owners of the Voting Securities outstanding immediately prior to such Business
Combination Beneficially Own more than 70% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the Company resulting from such Business Combination (including, without
limitation, a company which as a result of such transaction owns Albemarle through one or more Subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Voting Securities,
(ii) no Person (excluding Floyd D. Gottwald, members of his family and any Affiliate and any employee benefit plan or related trust of Albemarle or the Company resulting from such Business Combination) Beneficially Owns 30% or more of the
combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the Company resulting from such Business Combination and (iii) at least a majority of the members of the board of
directors of the Company resulting from such Business Combination are Continuing Directors. 
  
 2. Definitions 
  
 (a)
Affiliate and Associate shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended and as in effect on the date of this Agreement (the
“Exchange Act”). 
  

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 Albemarle Corporation 
 Supplemental Executive Retirement Plan 
 As Amended and Restated Effective January 1, 2005 
  

 (b) Albemarle means Albemarle Corporation. 
  
 (c) Beneficial Owner means that a Person shall be deemed the
“Beneficial Owner” and shall be deemed to “beneficially own,” any securities: 
  
 (i) that such Person or any of such Person’s Affiliates or Associates owns, directly or indirectly; 
  
 (ii) that such Person or any of such Person’s
Affiliates or Associates, directly or indirectly, has the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding (whether or not in writing) or upon
the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise; provided, however, that, a Person shall not be deemed to be the “Beneficial Owner” of, or to “beneficially own,” securities tendered
pursuant to a tender or exchange offer made by such Person or any such Person’s Affiliates or Associates until such tendered securities are accepted for purchase or exchange; 
  
 (iii) that such Person or any of such Person’s Affiliates or Associates, directly or indirectly, has
the right to vote, including pursuant to any agreement, arrangement or understanding, whether or not in writing; provided, however, that a Person shall not be deemed the “Beneficial Owner” of, or to “beneficially own,” any
security under this subsection as a result of an agreement, arrangement or understanding to vote such security if such agreement, arrangement or understanding: (1) arises solely from a revocable proxy given in response to a public proxy
solicitation made pursuant to, and in accordance with the applicable provisions of the General Rules and Regulations under the Exchange Act and (2) is not also then reportable by such Person on Schedule 13D under the Exchange Act (or any
comparable or successor report); or 
  
 (iv) that
are beneficially owned, directly or indirectly, by any other Person (or any Affiliate or Associates thereof) with which such Person (or any of such Person’s Affiliates or Associates) has any agreement, arrangement or understanding (whether or
not in writing), for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy as described in ‘the proviso to subsection (iii) of this definition) or disposing of any voting securities of Albemarle provided, however,
that notwithstanding any provision of this definition, any Person engaged in business as an underwriter of securities who acquires any securities of Albemarle through such Person’s participation in good faith in a firm commitment underwriting
registered under the Securities Act of 1933, shall not be deemed the “Beneficial Owner” of, or to “beneficially own,” such securities until the expiration of forty days after the date of acquisition; and provided, further, that
in no case shall an officer or director of Albemarle be deemed (1)’ the beneficial owner of any securities beneficially owned by another officer or director of Albemarle solely by reason of actions undertaken by such persons in their capacity
as officers or directors of Albemarle; or (2) the beneficial owner of securities held of record 

  

 17 









 Albemarle Corporation 
 Supplemental Executive Retirement Plan 
 As Amended and Restated Effective January 1, 2005 
  

 
by the trustee of any employee benefit plan of Albemarle or any Subsidiary of Albemarle for the benefit of any employee of Albemarle or any Subsidiary of
Albemarle, other than the officer or director, by reason of any influences that such officer or director may have over the voting of the securities held in the trust. 
  
 (d) Company means Albemarle or any successor thereto. 
  
 (e) Continuing Director means any member of
Albemarle’s Board, while a member of that Board, and (i) who was a member of Albemarle’s Board prior to April 27, 2000, or (ii) whose subsequent nomination for election or election to Albemarle’s Board was recommended
or approved by a majority of the Continuing Directors. 
  
 (f) Control Change Date means the date on which an event described in paragraph 1 occurs. If a Change in Control occurs on account of a series of transactions, the Control Change Date is the date of the last of such transactions.

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

 18