FIRST AMENDMENT TO THE ALBEMARLE CORPORATION DIRECTORS' DEFERRED COMPENSATION PLAN

Exhibit 10.7

FIRST AMENDMENT TO THE

ALBEMARLE CORPORATION

DIRECTORS’ DEFERRED COMPENSATION PLAN

In accordance with Section 13 of the Albemarle Corporation Directors’ Deferred Compensation Plan (As Amended and Restated Effective November 17, 2004) (the "Plan"), the Plan is hereby amended as follows:

1. Section 2(i) of the Plan is amended to add the following at the end thereof:

• "Effective for amounts payable on or after January 1, 2007, Compensation shall also mean Stock Compensation for the Deferral Year."

2. Section 2 of the Plan is further amended to designate current paragraph (x) as paragraph (aa) instead, and to insert the following new paragraphs (x), (y) and (z) to read as follows:

• "(x) Section 409A means Section 409A of the Code and any and all regulations and rulings issued thereunder.

  (y) Stock Compensation means shares awarded to a Director for a Deferral Year, under the Stock Compensation Plan.

  (z) Stock Compensation Plan means the 2006 Stock Compensation Plan for Non-Employee Directors of Albemarle Corporation."

3. Section 4(b) of the Plan is amended to add the following at the end thereof:

• "Effective for Stock Compensation payable on or after January 1, 2007, a Director may also elect on his or her Deferral Election Form, on or before the Election Date, to defer the receipt of all or part of his or her Stock Compensation for the Deferral Year."

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4. Section 4(c) of the Plan is amended to insert the following immediately prior to the last sentence thereof:

• "A Participant’s deferral of Stock Compensation shall only be deferred as a Deferred Stock Benefit."

5. Section 7(a) of the Plan is amended to add the following at the end thereof:

• "A Participant’s Deferred Stock Benefit attributable to Stock Compensation is credited to the Participant’s Deferred Stock Account as the number of shares of Common Stock awarded under the Stock Compensation Plan."

6. Se