Exhibit 10(ii)
AMENDMENT
TO THE WITCO CORPORATION
LONG-TERM INCENTIVE PLAN
WHEREAS, Witco Corporation (the "Company") is considering
entering into the Agreement and Plan of Reorganization by and among Crompton &
Xxxxxxx Corporation, Park Merger Co. and the Company (the "Merger Agreement");
and
WHEREAS, the Company has determined that the transactions
contemplated by the Merger Agreement should be considered a "Change in Control"
of the Company for purposes of the Long-Term Incentive Plan (the "Plan").
NOW THEREFORE, the Company hereby amends the Plan in as
follows:
The definition of "Change in Control" contained in the Plan is
hereby amended by adding the following to the end thereof:
Notwithstanding anything to the contrary contained herein, a
merger, consolidation, reorganization or other business
combination involving the Company and Crompton & Xxxxxxx
Corporation ("C&K") or any affiliate of C&K shall be
considered a "Change in Control" for all purposes of the Plan.
IN WITNESS WHEREOF, the Company has caused this Amendment to
be executed as of the date set forth below.
WITCO CORPORATION,
/s/ X. Xxxx Xxxx
----------------------------------
Name: X. Xxxx Xxxx
Title: Chairman, President and
CEO
Date: May 31, 1999
--------------
