Exhibit 10.11
                                 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:

                                   ARTICLE VA

                          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 applying the discrimination tests of Code Sections 401(a)(4),
401(k), 401(m) and 410(b).

5A.04    Diversification Rights.

Notwithstanding Section 5.02(c) of the Plan, if a Member attains age fifty-five
(55) and has completed at least ten (10) Years of Service (so that the Member is
a "Qualified Participant"), such Qualified Participant shall be permitted to
elect to transfer to any Investment Fund or combination of Investment Funds a
portion of the balance in the Member's Account invested in the Albemarle
Corporation Common Stock Fund (the "Diversification Election") in accordance
with the following provisions:

(a) Such Qualified Participant shall be permitted to make the Diversification
Election, in such manner as the Administrator may prescribe, during the ninety
(90) day period immediately following the close of each Plan Year during the
Qualified Election Period (the "Diversification Election Period"). For purposes
of this Section 5A.04, the "Qualified Election Period" means the period of six
consecutive Plan Years beginning with the Plan Year during which the Member
becomes a Qualified Participant.

(b) For each of the first five Plan Years in the Qualified Election Period, such
Qualified Participant shall be permitted to reallocate to other Plan Investment
Funds, up to twenty-five (25) percent of the value credited to the Member within
the Albemarle Corporation Common Stock Fund (less any amounts that such
Qualified Participant reallocated previously under this Section 5A.04). For the
sixth Plan Year in the Qualified Election Period, such Qualified Participant
shall be permitted to reallocate up to fifty (50) percent of the value credited
to the Member within the Albemarle Corporation Common Stock Fund (less any
amounts that such Qualified Participant reallocated previously under this
Section 5A.04).

(c) The amount that may be reallocated during the Qualified Election Period
shall be determined as of the last day of the preceding Plan Year by multiplying
the value credited to the Qualified Participant within the Albemarle Corporation
Common Stock Fund (including the value of which has been previously reallocated
pursuant to this Section 5A.04 determined at the time of such reallocation) by
twenty-five (25) percent or, with respect to a Qualified Participant's
Diversification Election for the sixth Plan Year in the Qualified Election
Period, by fifty (50) percent, reduced by the value that has previously been
reallocated by such Qualified Participant pursuant to this Section 5A.04.

(d) A Diversification Election pursuant to this Section 5A.04 shall be effective
no later than ninety (90) days after the end of the Diversification Election
Period.

5A.05    Dividends on Company Stock.

Effective with respect to cash dividends paid on shares of Company Stock
allocated to a Member's Account in calendar year 2002 or later, the Member (or
his Beneficiary if applicable) shall have the right to receive payment of such
dividends in lieu of reinvestment of the dividends in Company Stock. An election
by a Member or Beneficiary to receive payment of dividends under this Section
5A.05 shall be made in the manner designated by the Administrator provided that,
(1) any Member or Beneficiary who fails to make an affirmative election to
receive payment of dividends within the time prescribed for such election by the
Administrator shall be deemed to have elected to retain such dividends in the
Plan and (2) any election by a Member or Beneficiary to receive payment of
dividends in lieu of reinvestment shall remain in effect until such election is
revoked by the Member or Beneficiary. In no event shall dividends be paid to the
Member or Beneficiary later than ninety (90) days after the close of the Plan
Year in which such dividends were paid to the Plan."

2.  Section 7.05 of the Plan is amended by adding the following sentence after
    the last sentence thereof:

        "Notwithstanding the foregoing, a Member may elect to receive his entire
         Account balance in whole shares of Company Stock by directing a
         transfer of his Account balance to the Albemarle Stock Fund and
         receiving a distribution of his entire Account balance in whole shares
         of Company Stock from the Albemarle Stock Fund."







3.  This First Amendment shall be effective as of December 14, 2001.

    IN WITNESS WHEREOF, the Corporation by its duly authorized officer and with
    its seal affixed, has caused these presents to be signed this 14th day of
    December, 2001.

                                              ALBEMARLE CORPORATION





                                                    /s/ C.B. WALKER

                                              Vice Chairman of the Board and
                                              Chief Financial Officer