First Amendment to the
SAVINGS PLAN FOR THE EMPLOYEES
OF ALBEMARLE CORPORATION
In accordance with Section 10.01 of the Savings Plan for the Employees of Albemarle Corporation (the "Plan"),
the Plan is hereby amended as follows:
1. The Plan is amended by adding a new Article VA thereof to read as follows:
Employee Stock Ownership Plan
5A.01. Employee Stock Ownership Plan.
Effective as of December __, 2001, all Company Stock invested in the Albemarle Corporation Common Stock
Fund which is allocated to Member's Accounts shall constitute an Employee Stock Ownership Plan.
5A.02. Definitions. For purposes of the Plan, the following terms shall have the following meanings:
(a) "Company Stock" means common stock of Albemarle Corporation, or other stock that constitutes "qualifying
employer securities," as defined in Section 4975(e)(8) of the Code.
(b) "Albemarle Corporation Common Stock Fund" or "Albemarle Stock Fund" means the Investment Fund
within the Trust Fund which holds Company Stock allocated to a Member's Account. The Albemarle
Corporation Common Stock Fund shall be maintained as an Investment Fund at all times during which a portion
of the Plan is intended to constitute an ESOP.
(c) "Employee Stock Ownership Plan" or "ESOP" means the portion of the Plan that is intended to be a stock
bonus plan as defined in Treasury Regulation Section 1.401-1(b)(1)(iii) and a non-leveraged employee stock
ownership plan satisfying the requirements of Sections 401(a), 409, and 4975(e)(7) of the Code. The ESOP
shall consist of all amounts held in the Albemarle Corporation Common Stock Fund which is allocated to
Member's Accounts. The ESOP is intended to be invested primarily in Company Stock.
5A.03 Discrimination Testing.
The portion of the Plan which constitutes an ESOP, and which is mandatorily disaggregated from the balance of
the Plan pursuant to Treasury Regulation Sections 1.401(k)-1(g)(11) and 1.410(b)-7(c)(2), shall be tested
separately for the purpose of