Exhibit 10(v)
AMENDMENT
TO THE
WITCO CORPORATION CHANGE IN CONTROL
SEVERANCE POLICY
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 Witco Corporation Change in Control Severance
Policy (the "Policy").
NOW THEREFORE, the Company hereby amends the Policy as
follows:
A new Section H is hereby added to the Policy as follows:
H. Amendment
The Policy may not be amended during the two year period
following a Change in Control in any manner that decreases the
benefits or protections provided under the Policy to Eligible
Employees.
IN WITNESS WHEREOF, the Company has caused this Amendment to
be executed as of the date set forth below.
WITCO CORPORATION,
/s/ E. Xxxx Xxxx
-----------------------------------
Name: E. Xxxx Xxxx
Title: Chairman, President and
CEO
Date: May 31, 1999
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