DEED OF TRUST NOTE



$18,640,000.00                                                  January 31, 2002





     FOR VALUE RECEIVED, ETHYL CORPORATION, a Virginia corporation ("Borrower")

hereby promises to pay to the order of BRUCE C. GOTTWALD, SR., an individual

(together with any and all of his permitted successors and permitted assigns

and/or any other permitted holder of this Note, as such successors, assigns or

holders are permitted pursuant to Section 12 below, "Lender"), without offset,

in immediately available funds in lawful money of the United States of America,

at 330 South Fourth Street, Richmond, Virginia 23219, the principal sum of

EIGHTEEN MILLION SIX HUNDRED FORTY THOUSAND AND NO/100 DOLLARS ($18,640,000.00)

(or the unpaid balance of all principal advanced against this Note, if that

amount is less), together with interest on the unpaid principal balance of this

Note from day to day outstanding as hereinafter provided.



     1. Payment Schedule and Maturity Date. Accrued unpaid interest on the

principal balance outstanding hereunder shall be due and payable monthly, in

arrears, commencing on March 1, 2002, and continuing on the 1st day of each

succeeding month thereafter until all principal and accrued interest owing on

this Note shall have been fully paid and satisfied. The entire principal balance

of this Note then unpaid shall be due and payable in full on January 31, 2005

(such date, or any earlier date on which any such amounts may become due and

payable pursuant to Section 9 hereof, the "Maturity Date").



     2. Security; Loan Documents. The security for this Note includes (i) a

Credit Line Deed of Trust (which, as it may have been or may be amended,

restated, modified or supplemented from time to time, is herein called the "Deed

of Trust") dated January 31, 2002 from Borrower to E. Kristen Moye and R. Gordon

Smith, as co-trustees, covering certain property in the City of Richmond,

Virginia described therein (the "Property"), and (ii) an Assignment of Rents,

Leases and Profits dated January 31, 2002 (the "Assignment of Rents") from

Borrower to Lender with regard to rents and leases of the Property, and all

other documents executed by Borrower now or hereafter securing, guaranteeing or

executed in connection with the loan evidenced by this Note (the "Loan"). This

Note, the Deed of Trust and the Assignment of Rents are, as the same have been

or may be amended, restated, modified or supplemented from time to time, herein

sometimes called individually a "Loan Document" and together the "Loan

Documents." The lien of the Deed of Trust is insured by a Mortgagee Title

Insurance Policy, issued by Lawyers Title Insurance Corporation (the "Title

Company") for the benefit of Lender, effective as of the date hereof (the "Title

Policy") insuring the lien of the Deed of Trust, subject only to those matters

set forth on Schedule B thereto (the "Permitted Exceptions").



<PAGE>



     3.  Interest Rate.



     (a) The unpaid principal balance of this Note from day to day outstanding,

which is not past due, shall bear interest at a fixed rate of interest equal to

eight and one-half percent (8.5%) per annum.

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