THIRD AMENDMENT TO THE ALBEMARLE CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

In accordance with Section 7.01 of the Albemarle Corporation Supplemental Executive Retirement Plan (the “Plan”), the Plan is hereby amended as follows:

1.    Article II of the Plan is amended to add the following at the end thereof:

“Notwithstanding any other provision of this Plan, no new Participants shall be added to the Plan after December 31, 2014.”

2.    A new Section 3.01(a)(v) is added to the Plan to read as follows:

“(v) Notwithstanding any other provision of the Plan, no additional Excess Benefits shall accrue after December 31, 2014, and all Excess Benefits shall be frozen as of such date.”

3.    A new Section 3.01(a)(vi) is added to the Plan to read as follows:

“(vi) A Participant’s Excess Benefit under this Section 3.01(a) shall be subject to reduction for early commencement as follows:

(A)    where a Participant commences the Excess Benefit at a time at which he would be eligible to commence an Early Retirement Allowance (as defined in the Retirement Plan) under the Retirement Plan, the Excess Benefit shall be reduced for payment prior to the Participant’s attainment of age 60; the amount of the reduction shall be determined using the same reduction factors as are used for determining a Participant’s Early Retirement Allowance (as defined in the Retirement Plan) under the Retirement Plan, and

(B)    where a Participant commences the Excess Benefit at a time where he has not satisfied the requirements for an Early Retirement Allowance (as defined in the Retirement Plan) under the Retirement Plan, the Excess Benefit shall be reduced for payment prior to the Participant’s attainment of age 65; the amount of the reduction shall be determined using the same reduction factors as are used for determining a Participant’s deferred Vested Allowance (as defined in the Retirement Plan) benefit under the Retirement Plan.”

4.    A new Section 3.01(b)(iii) is added to the Plan to read as follows:

“(iii) Notwithstanding any other provision of the Plan, no additional Short Service Benefits shall accrue after December 31, 2014, and all Short Service Benefits shall be frozen as of such date.”

5.    A new Section 3.01(c)(iv) is added to the Plan to read as follows:

“(iv) Notwithstanding any other provision of the Plan, no additional Supplemental Benefits shall accrue after December 31, 2014, and all Supplemental Benefits shall be frozen as of such date.”

6.    Effective October 1, 2012, Sections 3.01(d)(ii) and 3.01(d)(iii) are hereby deleted from the Plan.

7.    Section 3.01(f) of the Plan is amended in its entirety to read as follows:

“(f)    Effective December 31, 2014, 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 earliest of (i) the date of his death, Disability, Retirement or other separation from service, (ii) the date he is notified by the Company’s Executive Committee that he is no longer eligible to participate, or (iii) December 31, 2014.”

8.    Effective January 1, 2013, a new Section 3.01(i) is added to the Plan to read as follows:

“(i)    The special Benefit calculation rules of this Section 3.01(i) shall apply to Benefits accrued in 2013 and 2014.

(A)    Offsets for Excess Benefits determined in 2013.

based on (i) the limits under Code Sections 415 and 401(a)(17), and (ii) 2013 EDCP deferrals, provided, however, that the 2013 Excess DCPB under this subparagraph (3) shall be adjusted to exclude from “Pay” as defined in the Albemarle Corporation Retirement Savings Plan, bonuses under the Cash Opportunity and Year-End Bonus Programs and amounts paid under the Sales Incentive Plan and Global Bonus Plan.

(B)    Offsets for Excess Benefits determined in 2014.

9.    Except as otherwise noted herein, this Third Amendment shall be effective as of October 1, 2012.

IN WITNESS WHEREOF, the Corporation by its duly authorized officer and with its seal affixed, has caused these presents to be signed as of December 2, 2013.

ALBEMARLE CORPORATION