$125,000,000



AMENDED AND RESTATED

364-DAY CREDIT AGREEMENT



dated as of



September 24, 2001



among



CROMPTON CORPORATION



THE ELIGIBLE SUBSIDIARIES

Referred to Herein



The Banks Listed Herein



THE CHASE MANHATTAN BANK,

as Syndication Agent



CITIBANK, N.A.,

as Administrative Agent



and



BANK OF AMERICA, N.A.,

as Documentation Agent

____________________________________________



J.P. MORGAN SECURITIES INC.,

as Lead Arranger and Sole Bookrunner





AMENDED AND RESTATED CREDIT AGREEMENT

dated as of September 24, 2001, (this "Amendment

and Restatement") to the 364-DAY CREDIT AGREEMENT

dated as of October 28, 1999 as amended by the First

Amendment dated as of October 26, 2000 (as may be further

amended, supplemented or otherwise modified from time to

time, the "364-Day Credit Agreement"), among CROMPTON

CORPORATION (formerly known as CK Witco

Corporation) (the "Company"), the Eligible Subsidiaries

referred to therein, the BANKS listed on the signature

pages thereof, THE CHASE MANHATTAN BANK, as

Syndication Agent, CITIBANK, N.A., as

Administrative Agent, the Co-Documentation Agents,

and J.P. MORGAN SECURITIES INC., as Lead Arranger

and Sole Bookrunner. WHEREAS, the Company, the Eligible

Subsidiaries, certain Banks, the Co-Documentation Agents,

the Syndication Agent and the Administrative Agent are

parties to the 364-Day Credit Agreement;



WHEREAS, pursuant to the 364-Day Credit Agreement,

the Banks have agreed to make certain loans to the

Company; and



WHEREAS, the Company has requested that certain

provisions of the 364-Day Credit Agreement be

modified in the manner provided in this Amendment

by (i) amending the definitions set forth in Section

1.01 of the 364-Day Credit Agreement, (ii)

deleting the references to the utilization fee

in Section 2.08 of the 364-Day

Credit Agreement, (iii) amending the prepayment

provisions set forth in Section 2.11 of the

364-Day Credit Agreement, (iv) amending the

representations and warranties set forth in

Article 4 of the 364-Day Credit Agreement, (v)

amending Article 5 of the 364-Day Credit

Agreement, (vi) amending the amendments and

waivers provision set forth in Section 11.05 of

the 364-Day Credit Agreement, (vii) amending the

Pricing Schedule attached to the 364-Day Credit

Agreement and (viii) restating of the 364-Day

Credit Agreement in its entirety giving effect to

such amendments, all as provided below;



NOW, THEREFORE, in consideration of the mutual

agreements herein contained

and other good and valuable consideration, the

sufficiency and receipt of which are hereby

acknowledged, the Company and the undersigned

Banks hereby agree as follows:



SECTION 1.  Defined Terms.  Capitalized

terms used but not defined herein have

the meanings assigned to them in the 364-Day

Credit Agreement as amended hereby.



SECTION 2.  Amendment to Section 1.01.

Section 1.01 of the 364-Day Credit

Agreement is hereby amended by:



(a) replacing the definition of

"Company" in its entirety with the following:



"`Company' means Crompton Corporation, a

Delaware corporation, and its

successors."



(b) replacing the definition of

"Five-Year Credit Agreement" in its entirety with

the following:



"`Five-Year Credit Agreement' means the

Five-Year Credit Agreement dated as

of October 28, 1999 among the Company, the

eligible subsidiaries named therein, Citibank,

N.A. as administrative agent, the banks named

therein, The Chase Manhattan Bank, as syndication

agent, and Bank of America, N.A. and Deutsche Bank

Alex. Brown Inc. (formerly known as

Deutsche Bank Securities Inc.), as

co-documentation agents named therein, as amended

from time to time."



(c) replacing the definition of

"Termination Date" in its entirety with the

following:



"`Termination Date' means September 26,

2002, or, if such date is not a Euro-

dollar Business Day, the next preceding

Euro-Dollar Business Day or, in the case of any

Bank, any later date to which the Termination

Date shall have been extended as to such Bank pursuant

to Section 2.18."



(d) adding the following defined terms

in the correct alphabetical order:



"`Asset Sale' means the sale, transfer

or other disposition (by way of merger or

formation of a joint venture or otherwise) by the

Company or any of the Subsidiaries to any

person (other than a sale, transfer or other

disposition to the Company or any Subsidiary) of

(a) any capital stock of or other equity interest

in any Subsidiary or (b) any other assets, whether

real or personal and whether tangible or

intangible, of the Company or any Subsidiary;

provided that the following shall not be deemed

to be "Asset Sales" for purposes of this Agreement:

(i) any sale, transfer or other disposition of

inventory in the ordinary course of business, (ii)

sales of accounts receivable, (iii) any disposition

of damaged, obsolete, surplus or worn out assets,

in each case in the ordinary course of business, (iv)

any asset sale described in clause (a) above

resulting in Net Cash Proceeds not in excess of

$10,000,000 and (v) any asset sale described in

clause (b) above resulting in Net Cash Proceeds

not in excess of $10,000,000.



'Company's 10-K Report' means the

Company's annual report on Form 10-K as

filed with the Securities and Exchange Commission.



`Company's 10-Q Report' means the

Company's quarterly report on Form 10-Q

as filed with the Securities and Exchange

Commission.



`Long Term Incentive Plan' means the

Company's 1998 Long Term Incentive

Plan effective as of October 14, 1998, any

replacement thereof and any additional long term

incentive plan for its management, as such may be

amended or supplemented from time to time.



`Net Cash Proceeds' means, with respect to

any Asset Sale, the gross cash

proceeds thereof, including any cash received in

respect of any non-cash proceeds, but only as

and when received, less legal expenses,

commissions, taxes and other fees and expenses

reasonably incurred in connection therewith.



`Required Leverage Ratio' means the

covenant level for the Leverage Ratio that

the Company is required to meet in accordance with

Section 5.07(a)."



SECTION 3.  Amendment to Section 2.08.

Section 2.08 of the 364-Day Credit

Agreement is hereby amended by:



(a)  deleting Section 2.08(b) in its

entirety.



(b)  deleting the words "and utilization

fees" from the penultimate sentence of

Section 2.08(d).



SECTION 4.  Amendment to Section 2.11.

Section 2.11 of the 364-Day Credit

Agreement is hereby amended by adding a new clause

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