CROMPTON CORP
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>exh102.txt
<TEXT>
EXHIBIT 10.2



                      CROMPTON CORPORATION
                    BENEFIT EQUALIZATION PLAN


1.   Purpose of the Plan.  The purpose of the Plan is to
     provide eligible employees of Crompton Corporation
     and its subsidiaries with deferred compensation and
     benefits substantially equivalent to those they would
     have received under Qualified Plans of the Company in
     which they participate, in the absence of certain
     limitations on contributions and benefits which are
     imposed by the Code on such Qualified Plans.

2.   Definitions.  The following terms shall have the following
     meanings for purposes of the Plan:

(a)  "Account" means an account described in Section 4 or 5
hereof.

(b)  "Change of Control" means a change of control of the
Company of a nature that would be required to be reported in
response to Item 1(a) of the Current Report on Form 8-K, as in
effect on the date hereof, pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act");
provided that, without limitation, such a "Change of Control"
shall be deemed to have occurred if:  (i) a third person,
including a "group" as such term is used in Section 13(d)(3)
of the Exchange Act, other than the trustee of any employee
benefit plan of the Company, becomes the beneficial owner,
directly or indirectly, of 20% or more of the combined voting
power of the Company's outstanding voting securities ordinarily
having the right to vote for the election of directors of the
Company; (ii) during any period of 24 consecutive months
Individuals who, at the beginning of such consecutive
24-month period, constitute the Board of Directors of
the Company (the "Board" generally and as of the date hereof
the "Incumbent Board") cease for any reason (other than
retirement upon reaching normal retirement age, disability,
or death) to constitute at least a majority of the Board;
provided that any person becoming a director subsequent
to the date hereof whose election, or nomination for
election by the Company's shareholders, was approved by
a vote of at least three-quarters of the directors who
at the time of such election or nomination for election
comprise the Incumbent Board (other than an
election or nomination of an individual whose initial
assumption of office is in connection with an actual or
threatened election contest relating to the election of the
Directors of the Company, as such terms are used in Rule 14a-11
of Regulation 14A promulgated under the Exchange Act) shall,
for purposes of this Agreement, be considered a member of the
Incumbent Board; (iii) the Company shall consolidate or merge
with or into another person (including any such transaction in
which the Company is the surviving entity); or (iv) the Company
shall cease to be a publicly owned corporation having its
outstanding Common Stock listed on the New York Stock Exchange
or quoted in the NASDAQ National Market System.

(c)  "Code" means the Internal Revenue Code of 1986 as
presently in effect and as it may be amended from time to time
hereafter.

(d)  "Committee" means the Committee referred
to in Section 17 hereof.

(e)  "Company" means Crompton Corporation, a corporation
organized under the laws of the State of Delaware,
any subsidiary thereof and any successor corporation.

(f)  "Compensation" means a Participant's compensation or
salary as defined under each applicable Qualified Plan
pursuant to which benefits are determined under this
Plan.

(g)  "ERISA" means the Employee Retirement Income Security
Act of 1974 as presently in effect and as it may be
amended from time to time hereafter.

(h)  "Participant" means any employee of the Company who
becomes eligible to receive a benefit of any type from this
Plan or whose beneficiary may be eligible to receive
any such benefit.

(h)  "Plan" means the Benefit Equalization Plan of the
Company as set forth herein and as it may be amended from
time to time.

(j)  "Qualified Plan" means any employee benefit plan of the
Company which constitutes a qualified plan under
Section 401 of the code, including without
limitation the Company's Employee Savings Plan
("CESP") and its Employee Stock Ownership Plan (the
"ESOP").

(k)  "Section 401 (k) Limitation" means the limit (as
adjusted from time to time) imposed by Section 402(g)
of the Code on elective deferrals pursuant to a qualified
cash or deferred arrangement under Section 401 (k)
of the code which may be excluded from the gross
income of an individual for any taxable year.

(l)  "Section 415 Limitation" means the annual limit imposed
by Section 415 of the code on contributions and other
additions, which may be made with respect to a
Participant under Qualified Plans in which he
participates.

3.   Eligible Employees.  The persons listed on Attachment A
     hereto and any other  persons designated by the committee
     referred to in Section 19 hereof.

4.   Section 401(k) Account.   If the Section 401(k)
     Limitation shall apply at anytime during a taxable
     year to elective deferrals of a Participant
     which would otherwise have been contributed to a
     Qualified Plan, the Company shall thereafter allocate
     to an account maintained on its books (the Participant's
     "Section 401(k) Account") amounts equal to
     amounts which it would have contributed to the
     Qualified Plan as voluntary participant
     contributions on behalf of the Participant from
     time to time during the remainder of such year
     in the absence of the Section 401(k) Limitation.
     The Participant may direct the Company to change
     the rate of his contributions and may suspend or
     resume his contributions in the manner and at
     the times set forth in the Qualified Plan
     pursuant to which such contributions would have
     been made in the absence of the Section 401(k)
     Limitation.

5.   Section 415 Accounts.   If the Section 415
     Limitation shall apply at any time during a taxable
     year to employee or employer contributions which
     would otherwise have been made to a Qualified Plan
     by or on behalf of a Participant, the Company shall
     thereafter allocate to accounts maintained on
     its books (the Participant's "Section 415
     Accounts") amounts equal to the amounts which it
     would have withheld from the Participant's
     compensation for contributions to the Qualified
     Plan and which it would have contributed to the
     Qualified Plan as employer contributions on
     behalf of the Participant from time to time
     during the remainder of such year in the absence
     of the Section 415 Limitation, assuming (in the
     case of matching employer contributions under
     the ESOP) that the Participant continues to make
     contributions to this Plan during such period.
     The Company shall maintain separate Section 415
     Accounts with respect to each Qualified Plan
     pursuant to which amounts are allocated for the
     benefit of a Participant under this Section and
     a separate Account for employee and employer
     contributions made with respect to each such
     Qualified Plan.

6.   Contributions with Respect to Bonuses.  Anything
     in the CESP or the ESOP to the contrary
     notwithstanding, beginning in 1988, all employee and
     employer contributions which would otherwise be
     contributed to the CESP or the ESOP with
     respect to any bonus payable to a Participant
     under any Company bonus plan in which he
     participates shall be made to the Plan and shall
     be allocated to his appropriate Section 415
     Account under the Plan. Each Participant shall
     be deemed to have waived any right he may have
     to participate in the CESP and the ESOP to the
     extent that employee and employer contributions
     with respect to any bonus payable to him are
     made to the Plan (rather than to the CESP or the
     ESOP) pursuant to the provisions of this
     Section.

7.   Treatment under other Agreements.  Anything in
     this Plan to the contrary notwithstanding, all
     compensation earned by a Participant which is
     contributed to an Account under the Plan in lieu
     of being paid to the Participant or to a Qualified
     Plan on his behalf shall be treated as compensation
     paid to the Participant for the payroll period or
     (in the case of a bonus) for the year in which
     earned for purposes of any Supplemental
     Retirement Agreement between the Company and
     such Participant, and all amounts payable to a
     Participant from the Plan which are attributable
     to employer contributions (including earnings
     thereon) made to this Plan in lieu of to the
     CESP shall be treated as if they were payable
     from the CESP for purposes of any such
     Supplemental Retirement Agreement.

8.   Investment of Accounts.  After consulting with
     each Participant, the Company shall direct the
     Trustee referred to in Section 15 hereof in
     writing how such Participant's Accounts under
     the Plan shall be invested among the investment
     media from time to time offered by the Trustee
     for investment of such Accounts under the Trust
     Agreement. The benefits due to each Participant
     under the Plan at any time and from time to time
     shall be equal to the balance of such
     Participant's Accounts under the Trust
     Agreement.

9.   Form and Time of Benefit Payments.  Amounts held
     in the Accounts maintained for a Participant under
     the Plan will be distributed by the Company in the
     same form and at the same time as elected by the
     Participant (or his spouse or beneficiary, if
     applicable) for payment of benefits from the
     Qualified Plan with respect to which such
     amounts are payable hereunder unless the
     Participant shall have elected, in a manner and
     on a form approved by the Committee, not less
     than six months prior to the termination of the
     Participant's employment for any reason, to
     receive the value of such Accounts in either
     five, ten, or fifteen annual installments.
     Notwithstanding the foregoing, in the event a
     Participant desires to withdraw amounts held in
     the Accounts maintained for such Participant
     under the Plan prior to the Participant's
     termination of employment with the Company
     (other than a hardship withdrawal described in
     Section 10(a) of the Plan), the Participant
     must: (i) be eligible for an in-service
     distribution from the Qualified Plan (other than
     a hardship withdrawal or a loan); and (ii) have
     made a written election to receive an in-service
     distribution under the Plan, in a manner and on
     a form approved by the Committee, not less than
     six months prior to the date of such in-service
     distribution; provided, however, the Participant
     may elect to immediately receive the amounts
     held in his Accounts under the Plan in a single
     lump sum equal to ninety percent (90%) of the
     value of the Participant's Accounts under the
     Plan.  If a Participant shall elect to receive
     the value of his Accounts in installments, the
     first such installment shall be paid promptly
     after the termination of the Participant's
     employment and each succeeding installment shall
     be paid on or before the last day in January of
     each succeeding year until the total number of
     installments elected by the Participant shall
     have been paid.  Each such installment shall be
     in an amount determined by multiplying the balance
     of the Participant's Accounts as of the last day
     of the month preceding the date of payment thereof
     a fraction, the numerator of which shall be one
     and the denominator of which shall be the number
     of installments remaining to be paid to the
     Participant.  Except as provided in Section 15
     hereof, all amounts payable to or on behalf of a
     Participant under the Plan shall be payable form
     the general assets of the Participant's
     employer.

10.  Withdrawals.  (a) For Hardship. A Participant
     may apply to the committee for a withdrawal on
     account of hardship of any part or all of the
     vested portion of the funds allocated to his
     Accounts under the Plan.  The Committee shall
     determine in its sole discretion whether a
     hardship exists and, if so, the amount which may
     withdrawn to meet such hardship.  For purposes
     of this Section, hardship shall be deemed to
     have occurred only in the event the Participant
     shall have incurred financial needs arising as a
     result of any one or more of the reasons which
     are permitted to be treated as "hardship" for
     purposes of withdrawals from a Qualified Plan
     meeting the requirements of Section 401 (k) of
     the Code.

(b)  After Termination of Employment. At any time
after termination of a Participant's employment
with the Company for any reason, the Participant (or,
in the event of his death, his beneficiary) may
elect to receive all benefits to which he is
entitled hereunder in a single lump sum in an
amount which is equal to 90% of the value of the
benefits to which the Participant or his
beneficiary is otherwise entitled hereunder on
the date as of which such election is made.

11.  Termination of Employment.  If the employment of
     a Participant shall terminate for any reason,
     any amount due such Participant under this Plan,
     to the extent then vested as determined under
     each Qualified Plan separately, shall be held
     under the terms of this Plan and paid in
     accordance with the provisions of Section 9 of
     this Plan. If a participant is not fully vested
     under the terms of a Qualified Plan upon
     termination of his employment and thereby
     forfeits his right to all or a percentage of his
     benefits from such Qualified Plan, the
     Participant shall also forfeit the same
     percentage of any benefits under this Plan which
     are attributable to the Qualified Plan under
     which benefits are thus forfeited.

12.  Beneficiary Designation.  Each participant shall
     be entitled to designate in writing a
     beneficiary or beneficiaries to receive the
     benefits, if any, which are payable under this
     Plan in the event of the Participant's death and
     may change the beneficiary designation at any
     time and from time to time.  If there shall be
     no beneficiary designated and surviving at the
     Participant's death, the beneficiary of any
     benefits payable from an Account under this Plan
     shall be the same person or persons designated
     as beneficiary under the Qualified plan with
     respect to which such benefits are payable
     hereunder.

13.  Nonassignable-Rights.  Except as otherwise
     provided by this Plan, no right or benefit of a
     Participant under this Plan may be assigned,
     encumbered, or transferred in any manner.

14.  Independence of Agreement.  The benefits payable
     under this Plan shall be independent of and in
     addition to any other employment agreement that
     may exist from time to time between the Company
     and any Participant or any other compensation
     payable by the Company to the Participant whether
     as salary, bonus, or otherwise.  This Plan shall
     not be deemed to constitute a contract of
     employment between any Participant and the
     Company, nor shall any provision hereof restrict
     the rights of any Participant to terminate his
     employment.

15.  Trust Agreement.  The Company has established
     the Crompton Corporation Benefit Equalization
     Plan Trust Agreement (the "Trust Agreement")
     with Fleet National Bank, N.A. as trustee ("the
     Trustee") and has contributed to the trust
     established thereby assets to be held therein,
     subject to the claims of the Company's creditors
     in the event of the Company's insolvency (as
     therein defined), until paid to participants in
     this Plan and their beneficiaries in the manner
     and at the times specified in this Plan.  All
     amounts which the Company is obligated to
     allocate to Accounts of Participants under Plan
     shall be paid over or delivered to the Trustee,
     to be held and invested as provided in the Trust
     Agreement. Anything in the Plan to the contrary
     notwithstanding, all benefits to which a
     Participant or his beneficiary may become
     entitled under the Plan, except payments to be
     made by the Company as provided in Section 18
     hereof,  shall be payable by the Trustee
     pursuant to the terms of the Trust Agreement,
     and unless and until the Company becomes
     insolvent (as defined in the Trust Agreement),
     the sole obligation of the Company shall be to
     make contributions to the Trustee as provided in
     this Section 15 and, to make such payments, if
     any, as may be required pursuant to Section 18
     hereof.

16.  Non-Secured Promise.  The rights of a
     Participant (or his spouse or beneficiary, if
     applicable) under this Plan shall be solely
     those of an unsecured creditor of the Company.
     No Participant shall have any preferred claim
     on, or any beneficiary ownership interest in,
     any asset acquired or held by the Company in
     connection with liabilities assumed by it under
     the Plan or any asset held by the Trustee under
     the Trust Agreement prior to the time such
     assets are paid to the Participant pursuant to
     the terms of the Plan or the Trust Agreement,
     and all rights created under the Plan or the
     Trust Agreement shall be mere unsecured
     contractual rights of the Participant (or his
     spouse or beneficiary against the Company or the
     Trustee, as the case may be.

17.  Administration.  The Plan shall be administered
     by the Employee Benefits Committee appointed
     from time to time by the Board of Directors of
     the Company.  Except as limited by the express
     provisions of the Plan or by the terms of the
     resolution of the Board of Directors of the
     Company by which the Committee shall have been
     established, the Committee shall have authority
     and discretion to determine the rights and
     benefits of Participants under the Plan,
     establish from time to time regulations for the
     administration of the Plan, interpret the Plan,
     and make all determinations deemed necessary or
     advisable for the administration of the Plan.

18.  Certain Further Payments by the Company.   The
     committee referred to in Section 19 hereof may
     direct that the amounts held for a Participant
     in any Account under this Plan be paid to the
     Participant upon a Change of Control.  In the
     event that any amounts paid or distributed to a
     Participant pursuant to this Agreement (taken
     together with any amounts otherwise paid or
     distributed to a Participant in connection with
     a Change of Control) are subject to an excise tax
     under Section 4999 of the Code or any successor or
     similar provision thereto (the "Excise Tax"), the
     Company shall pay to the Participant an additional
     amount such that, after taking into account all
     taxes (including federal, state, local and foreign
     income, excise and other taxes) incurred by the
     Participant on the receipt of such additional
     amount, the Participant is left with the same
     after-tax amount the Participant would have been
     left with had no Excise Tax been imposed.

19.  Amendment or Termination.  The Organization,
     Compensation and Governance Committee of the
     Board of Directors of the Company may amend,
     suspend, or terminate the Plan or any portion
     thereof at any time; provided, however, that no
     amendment, suspension, or termination of the
     Plan shall adversely affect the right of a
     Participant to any benefits which accrued
     pursuant to the provisions of the Plan prior to
     the date such amendment, suspension, or
     termination is adopted or becomes effective.

20.  Governing Law.  The Plan shall be governed by
     and construed in accordance with the laws of the
     State of Delaware insofar as such laws do not
     contravene Federal laws applicable to the Plan.

IN WITNESS WHEREOF, the Company has caused this Plan
to be executed by its officer thereunto duly
authorized as of the 30th day of April, 2002.



                           CROMPTON CORPORATION


                           BY:
                           Title:




Adopted:  January 1, 1987
Amended:  October 20, 1993
Amended:  April 30, 2002

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