ETHYL PETROLEUM ADDITIVES, INC.

formerly

EDWIN COOPER, INC.

BY-LAWS

ARTICLE I

OFFICES

Section 1.01 Registered Office. The registered office shall be in the City of Wilmington, State of Delaware.

Section 1.02 Other Offices. The corporation may also have offices in such other places both within and without the State of Delaware as the Board of Directors may from time-to-time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2.01 Place of Meetings. All meetings of the stockholders for the election of directors shall be held in such city as may be fixed by the Board of Directors; at least ten days notice shall be given to the stockholders of the place so fixed. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.02 Annual Meetings. The annual meeting of stockholders for the election of directors and transaction of such other business as may come before the meeting, shall be held in each year during the month of April, at a time to be designated by the President.

Section 2.03 Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statue or by the certificate of incorporation, may be called by the Chairman of the Board or by the president and shall be called by the president or secretary at the request in writing of a majority of the Board of Directors. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 2.04 Notice of Meetings. Written notice of an annual or special meeting of stockholders, stating the time, place and object thereof, shall be given to each stockholder entitled to vote thereat, at least ten days before the date fixed for the meeting.

Section 2.05 Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, and the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting.

Section 2.06 Voting by Proxy. At any meeting of the stockholders, any stockholder may be represented and vote by a proxy or proxies appointed by an instrument in writing. No such proxy shall be valid after the expiration of six months from the date of its execution, unless coupled with an interest or unless the person executing it specifies therein the length of time for which it is to continue in force, which in no case shall exceed seven years from the date of its execution. Subject to the above, any proxy duly executed is not revoked and continues in full force and effect until an instrument revoking it or a duly executed proxy bearing a later date is filed with the secretary of the corporation.

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