8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) March 7, 2005 (December 17, 2004)

ALBEMARLE CORPORATION

(Exact name of Registrant as specified in charter)

Virginia	1-12658	54-1692118
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS employer identification no.)

330 South Fourth Street, Richmond, Virginia	23219
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code (804) 788-6000

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 — Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

Amendment to Compensation Arrangements

On March 2, 2005, Albemarle Corporation (the “Company”) amended the Compensation Arrangements with each of Mark C. Rohr, the Company’s President and Chief Executive Officer, and Paul F. Rocheleau, the Company’s Senior Vice President and Chief Financial Officer, to correct certain typographical errors contained in their respective Compensation Arrangements. The Compensation Arrangements for each of Messrs. Rohr and Rocheleau are included as Exhibits 10.1 and 10.3 hereto, respectively, and incorporated herein by reference. The Amendments to the Compensation Arrangements for each of Messrs. Rohr and Rocheleau are included as Exhibits 10.2 and 10.4 hereto, respectively, and incorporated herein by reference.

2005 Base Salaries

On December 17, 2004, the Executive Compensation Committee of the Company’s Board of Directors (the “Committee”) approved the following 2005 base salaries, which were effective as of January 1, 2005, for the Company’s named executive officers (the “Named Executive Officers”): Mark C. Rohr, President and Chief Executive Officer ($600,000); Paul F. Rocheleau, Senior Vice President and Chief Financial Officer ($350,000); John M. Steitz, Senior Vice President – Business Operations ($330,000); William M. Gottwald, Chairman of the Board ($300,000); and George A. Newbill, Senior Vice President – Manufacturing Operations ($280,000).

2004 Bonuses

On February 1, 2005, the Committee approved the following bonus payments under the Company’s 2003 Incentive Plan (the “Incentive Plan”) for the Named Executive Officers for 2004: Mark C. Rohr ($400,000); Paul F. Rocheleau ($180,000); John M. Steitz ($180,000); William M. Gottwald ($170,000); and George A. Newbill ($145,000).

2005 Incentive Plan Metrics

On March 2, 2005, the Committee approved the 2005 metrics for executive officers of the Company, pursuant to the Incentive Plan. Under the Incentive Plan, each of the Named

2

Executive Officers is eligible to receive an annual cash incentive payment of 0 to 2 times a target percentage of their respective base salaries if certain criteria established by the Committee are met for 2005. The target percentages of base salary are as follows: Mark C. Rohr (70%); Paul F. Rocheleau (50%); John M. Steitz (50%); William M. Gottwald (60%); and George A. Newbill (50%). The Committee determined that the criteria for 2005 are annual net income before special items, revenue, EBITDA (earnings before interest, taxes, depreciation and amortization) margin, free cash flow, stewardship, corporate governance and development of people.

The Incentive Plan also contemplates the possibility of the payment of additional discretionary incentives to the Named Executive Officers, but only in the event that individual’s performance merits consideration of such additional incentives. Any incentive payments under the Incentive Plan will be paid in the first quarter of 2006.

Section 9 — Financial Statements and Exhibits

Item 9.01. Financial Statement and Exhibits.

(c) Exhibits.

10.1	Compensation Arrangement with Mark C. Rohr, dated February 26, 1999 (incorporated herein by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1999 (File No. 1-12658)).
10.2	Amendment to Compensation Arrangement with Mark C. Rohr, dated March 4, 2005.
10.3	Compensation Arrangement with Paul F. Rocheleau, dated May 8, 2002.
10.4	Amendment to Compensation Arrangement with Paul F. Rocheleau, dated March 4, 2005.

3

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 7, 2005

ALBEMARLE CORPORATION
By:	/s/ Luther C. Kissam, IV
	Luther C. Kissam, IV
	Vice President, General Counsel and Secretary

4

EXHIBIT INDEX

Exhibit Number	Exhibit
10.1	Compensation Arrangement with Mark C. Rohr, dated February 26, 1999 (incorporated herein by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1999 (File No. 1-12658)).
10.2	Amendment to Compensation Arrangement with Mark C. Rohr, dated March 4, 2005.
10.3	Compensation Arrangement with Paul F. Rocheleau, dated May 8, 2002.
10.4	Amendment to Compensation Arrangement with Paul F. Rocheleau, dated March 4, 2005.

5

EX-10.2

Exhibit 10.2

March 4, 2005

Mark C. Rohr

2216 Monument Avenue

Richmond, Virginia 23220

Dear Mark:

On February 26, 1999, Albemarle Corporation provided you a letter agreement outlining the terms of your employment with the Company. Item 12 of that letter outlines the agreement regarding a Change of Control. Upon further review and discussion with the Executive Compensation Committee, the Company would like to amend and replace the first sentence of Item 12 as follows:

“In the event a Change of Control were to occur and one or more of the following events happen with respect to your employment within a period of 24 months thereafter, you may resign and receive a lump sum payment and other benefits as described below.”

This amendment is effective as of March 4, 2005. By signing below, you acknowledge your acceptance of this amendment.

Sincerely,

/s/ Jack P. Harsh

Jack P. Harsh

Vice President, Human Resources

/s/ Mark C. Rohr

Mark C. Rohr

EX-10.3

Exhibit 10.3

May 8, 2002

Paul F. Rocheleau

9700 Cragmont Drive

Richmond, VA 23233

Dear Paul:

I will summarize Albemarle’s offer to you to join the company as Senior Vice President, Chief Financial Officer. This position will be located in Richmond and will report to me. Since there are several components, I will address each separately.

1. Salary - $300,000.

2. Bonuses - Target is 40% of base salary under the Annual Incentive Plan of the corporation, which is performance based. Attached are the 2002 Annual Incentive Scorecard and a description of the elements. As the plan is calculated for the calendar year, your first year bonus amount will be prorated for 2002 based on time worked and actual performance, with a minimum payment of $60,000.

3. Albemarle will award you fifty thousand stock options under the company’s existing plan. A copy of the plan description was previously provided. The price of the options will be the composite closing price of the stock on your first day of employment. The options will have a ten year term and will completely vest after three years from the date of grant. This grant of stock options will be confirmed as a separate notice of award following your hire.

4. The company will issue to you a grant of 10,000 Performance Units upon your hire under the same terms and conditions as all other eligible employees received through a grant made by the Board of Directors in January 2002. This grant of Performance Units, where each unit is valued equivalent to a share of common stock, is contingent on the company achieving Growth in Operating Profit and Return on Gross Assets targets over the four calendar years starting with 2002 and ending with 2005. In early 2006 a determination of an earned award based on actual corporate performance will be made which may be anywhere from 0 to 200% of the original grant. Once earned, the award will be vested in three equal amounts, paid half in stock and half in cash in January of the next three years. This grant of Performance Units will be confirmed as a separate notice of award following your hire.

Paul F. Rocheleau

May 8, 2002

Page Two

5. Albemarle’s retirement program, subject to approval by its Executive Committee, provides a bridge for mid-career senior executives joining the company. The idea behind this provision assures the executive who works 15 years for Albemarle a retirement equal to 60 percent of final average pay. You would accumulate four percent for each year of service with a cap of 60 percent. This is then offset by benefits from other qualified pension plans, social security, etc. which will include benefits earned at your present employer. Attached is a copy of the Supplemental Executive Retirement Plan, which contains these provisions.

6. You will participate in Albemarle’s savings plan, which provides a company match of 50% on personal savings contributed by you of up to ten percent. Should the amounts exceed so-called high income caps, such excess will be carried by the company until paid out at retirement.

7. You will be eligible to participate in the Albemarle Executive Deferred Compensation Plan at the next enrollment period later this year. The program allows participants to defer up to 50% of salary and up to 100% of bonus (net of FICA, including Medicare, taxes) each year. Deferrals are credited to one or more accounts which may be distributed at or before retirement based on your election. Deferrals are credited with the investment performance of funds which largely mirror those available in the Savings Plan. Attached is a booklet which describes this program.

8. In the event a Change of Control were to occur and one or more of the following events happen with respect to your employment within a period of 24 months hereafter, you may resign and receive a lump sum payment and other benefits as described below. The events include: (1) a change or diminution of responsibilities or compensation, (2) a reduction of benefit eligibility or benefit level, and (3) refusal by a successor company to assume this severance agreement, or (4) termination.

If you resign or are terminated under conditions described in the paragraph above, you will receive: (1) a lump sum payment equal to two times your annual salary and Annual Incentive at the previous year’s payment amount, (2) all vested outstanding stock options become exercisable, (3) all vested restricted stock becomes nonforfeitable, and (4) as a mid-career hire, should a Change of Control under conditions as described in the paragraph above occur during the first ten years of employment, you will receive an adjusted benefit payable at normal retirement age under the pension plan described in item 5 of this letter calculated without offset from other benefits.

Paul F. Rocheleau

May 8, 2002

Page Three

9. You will be eligible for the full benefit package provided by the company Information on health and life insurance and other benefits are attached. Answers to questions you have will be provided separately by Jack Harsh.

10. Your vacation eligibility is four weeks.

11. Your expected date of employment shall be on or before June 15, 2002.

This offer is subject to a preemployment physical examination and substance screening under the company’s policy. Upon your acceptance of this offer and start of employment with Albemarle, this letter will represent our mutual agreement relating to the terms of your employment with Albemarle.

Sincerely,

/s/ Mark C. Rohr

Mark C. Rohr

President

Enclosures

cc:	F. D. Gottwald, Jr.
	W. M. Gottwald
	C. B. Walker

EX-10.4

Exhibit 10.4

March 4, 2005

Paul F. Rocheleau

9700 Cragmont Drive

Richmond, Virginia 23233

Dear Paul:

On May 8, 2002, Albemarle Corporation provided you a letter agreement outlining the terms of your employment with the Company. Item 8 of that letter outlines the agreement regarding a Change of Control. Upon further review and discussion with the Executive Compensation Committee, the Company would like to amend and replace the first sentence of Item 8 as follows:

“In the event a Change of Control were to occur and one or more of the following events happen with respect to your employment within a period of 24 months thereafter, you may resign and receive a lump sum payment and other benefits as described below.”

This amendment is effective as of March 4, 2005. By signing below, you acknowledge your acceptance of this amendment.

Sincerely,

/s/ Jack P. Harsh

Jack P. Harsh

Vice President, Human Resources

/s/ Paul F. Rocheleau

Paul F. Rocheleau