TRUST AGREEMENT

 

                                                            EXHIBIT 10.6

                       SAVINGS PLAN FOR THE EMPLOYEES

                                     OF

                              ETHYL CORPORATION

                               TRUST AGREEMENT

                           As Amended and Restated
                         Effective November 1, 1993
                                     and
                               Amendment No. 1
                           Effective March 1, 1994

                              TABLE OF CONTENTS

Section                                                         Page

ARTICLE I          GENERAL DUTIES OF THE PARTIES

1.01.     General Duties of Company. . . . . . . . . . . . . . .  2
1.02.     General Duties of Trustee. . . . . . . . . . . . . . .  3

ARTICLE II     POWERS AND DUTIES OF TRUSTEE IN
               INVESTMENT FUND, ADMINISTRATION, AND
               DISBURSEMENT OF TRUST FUND

2.01.     Division of the Trust Fund . . . . . . . . . . . . . .  4
2.02.     Investment of the Trust Fund . . . . . . . . . . . . .  4
2.03.     Investment Transfers . . . . . . . . . . . . . . . . .  4
2.04.     Investment Charges . . . . . . . . . . . . . . . . . .  5
2.05.     Valuation of Funds . . . . . . . . . . . . . . . . . .  5
2.06.     Additional Investment Powers and Duties of
          Trustee. . . . . . . . . . . . . . . . . . . . . . . .  5
2.07.     Administrative Powers and Duties of Trustee. . . . . .  6
2.08.     Trustee's Authority. . . . . . . . . . . . . . . . . .  8
2.09.     Payments from Trust Fund . . . . . . . . . . . . . . .  8
2.10.     Records. . . . . . . . . . . . . . . . . . . . . . . .  9

ARTICLE III          FOR PROTECTION OF TRUSTEE

3.01.     Evidence of Action by Company. . . . . . . . . . . . . 10
3.02.     Advice of Counsel or Company . . . . . . . . . . . . . 10
3.03.     Miscellaneous. . . . . . . . . . . . . . . . . . . . . 10

ARTICLE IV     TAXES, EXPENSES AND COMPENSATION
               OF TRUSTEE

4.01.     Taxes. . . . . . . . . . . . . . . . . . . . . . . . . 12
4.02.     Expenses and Compensation. . . . . . . . . . . . . . . 12

ARTICLE V      SETTLEMENT OF ACCOUNTS, ENFORCEMENT
               OF TRUST, LEGAL PROCEEDINGS

5.01.     Settlement of Accounts of Trustee. . . . . . . . . . . 13
5.02.     Determination of Rights and Benefits . . . . . . . . . 13

ARTICLE VI     RESIGNATION, REMOVAL, AND SUBSTITUTION
               OF TRUSTEE

6.01.     Resignation of Trustee . . . . . . . . . . . . . . . . 15
6.02.     Removal of Trustee . . . . . . . . . . . . . . . . . . 15
6.03.     Appointment of Successor Trustee . . . . . . . . . . . 15
6.04.     Transfer of Investment to Successor. . . . . . . . . . 15

ARTICLE VII    DURATION, TERMINATION AND AMENDMENT
               OF TRUST

7.01.     Termination of Trust or Plan . . . . . . . . . . . . . 17
7.02.     Distribution upon Termination of the Plan. . . . . . . 17
7.03.     Action of Trustee. . . . . . . . . . . . . . . . . . . 17
7.04.     Automatic Termination of the Trust . . . . . . . . . . 18
7.05.     Amendment. . . . . . . . . . . . . . . . . . . . . . . 18
7.06.     Succession of Plan . . . . . . . . . . . . . . . . . . 18
7.07.     Merger or Consolidation of the Trustee . . . . . . . . 19
7.08.     Merger or Consolidation of the Company . . . . . . . . 19
7.09.     Impossibility of Diversion . . . . . . . . . . . . . . 19

ARTICLE VIII   DENIAL OF EXISTENCE OF GUARANTEES

8.01.     No Guarantee of Benefits . . . . . . . . . . . . . . . 20
8.02.     No Guarantee of Employment . . . . . . . . . . . . . . 20

ARTICLE IX     TRANSFERS . . . . . . . . . . . . . . . . . . . . 21

ARTICLE X      MISCELLANEOUS

10.01.    Laws of Virginia to Govern . . . . . . . . . . . . . . 22
10.02.    Titles and Headings Not to Control . . . . . . . . . . 22
10.03.    Prohibition of Assignment of Interest. . . . . . . . . 22
10.04.    Adoption by Affiliate. . . . . . . . . . . . . . . . . 22
10.05.    Definitions and Incorporation by Reference . . . . . . 23

EXHIBIT I                INVESTMENT FUNDS

                TRUST AGREEMENT BETWEEN ETHYL CORPORATION AND

                        NATIONSBANK OF GEORGIA, N.A.

          This Agreement, effective as of the 1st day of
    November, 1993, by and between ETHYL CORPORATION, a Virginia
    corporation, whose principal office is at 330 South Fourth
    Street, Richmond, Virginia, and NATIONSBANK OF GEORGIA, N.A.,
    with an office at 715 Peachtree Street, Atlanta, Georgia
    30308, shall be called the Savings Plan For The Employees
    Of Ethyl Corporation Trust Agreement and is hereinafter
    referred to as the Trust Agreement.

          The Company adopted the Savings Plan For The
    Employees Of Ethyl Corporation, effective September 1, 1961,
    for the exclusive benefit of certain of its employees,
    pursuant to which the Company and such employees make
    contributions.  The Plan has been amended and restated on
    several occasions to conform to changes in the law and to
    reflect certain design changes.  The Plan is currently
    amended and restated effective November 1, 1993.

         The Company desires to amend and restate the Trust
    Agreement, heretofore created to hold such funds and other
    property as the Company may deliver to the Trustee consti-
    tuting Company and Member contributions to the Plan, the
    earnings and profits thereon, and the stock, securities and
    other property acquired by the Trustee with such funds (the
    "Trust" or "Trust Fund").  The Company intends that the Trust
    shall constitute a part of the Plan, qualifying under
    sections 401(a) and 501(a) of the Internal Revenue Code of
    1986, as amended.

         The Company and the Trustee agree that the Trust will
    be administered in accordance with the terms and conditions
        set forth in this Trust Agreement.

                             ARTICLE I

                   GENERAL DUTIES OF THE PARTIES

    1.01. General Duties of Company

         (a)   The Company or its delegatees shall have complete
    responsibility for the operation and administration of the
    Plan and, by way of example and not by way of limitation,
    shall determine eligibility for participation, receive all
    elections or notices of Members, direct the Trustee to make
    distributions, and furnish the Trustee with such information
    as it may require to carry out its duties under the Plan and
    this Trust Agreement.

         (b)   The Company or its delegatees shall make all
    reports concerning the Plan to state and federal agencies
    and to Members and their Beneficiaries other than those
    specifically imposed on the Trustee by law, the Plan, or this
    Trust Agreement, or those which the Trustee agrees in writing
    to prepare.

         (c)   With respect to the voting of Ethyl Corporation
    common stock as described in Plan section 5.09, the Company
    shall ensure that (1) a fiduciary shall be designated to
    maintain the confidentiality procedures relating to
    transactions with respect to the Ethyl Stock Fund and (2)
    an independent fiduciary shall be appointed to monitor those
    procedures in situations which involve a potential for undue
    employer influence upon a Member's or Beneficiary's exercise
    of his shareholder rights.

         (d)   Any action by the Company with respect to the
    Trustee pursuant to this Trust Agreement or the Plan shall
    be taken by those persons and entities authorized to take
    such action on behalf of the Company and shall be evidenced
    in writing and signed by a duly authorized representative
    of the Company.  From time to time the Company shall certify
    to the Trustee the names and specimen signatures of the
    persons authorized to act for the Company hereunder and shall
    promptly notify the Trustee if any such person shall cease
    to act.  Until such latter notice is received the Trustee
    shall be fully protected in relying on the authority of each
    such person.

         (e)   The Company or its delegatees shall furnish the
    Trustee with such information as it may require to carry out
    its duties under the Plan and the Trust Agreement, or those
    duties it has undertaken to perform on behalf of the Plan.

         (f)   The Company shall cause to be established and
    maintained a separate Account for each Member.  Each Member's
    Account shall be subdivided into subaccounts as provided
    under Plan section 4.01.  The Company or its delegatees shall
    credit or debit all appropriate amounts to the applicable
    Account, including each such Account's share of
    distributions, contributions, net earnings, and realized and
    unrealized gains or losses of the applicable investment fund.

         (g)   The Company or its delegatees shall receive the
    directions of Members with respect to the investment of
    Member contributions as provided in Plan section 5.05 and
    forward notice of such directions to the Trustee within
    sufficient time for the Trustee to act thereon.  The Trustee
    shall have no responsibility to comply with any such
    directions it has not received or for timely compliance with
    any such directions which are not forwarded to it in
    sufficient time for it to act thereon.

         (h)   Contributions to the Trust Fund may be in cash
    or in other property acceptable to the Trustee.

    1.02. General Duties of Trustee

         The Trustee shall hold all property received by it,
    which, together with the income therefrom and the stock,
    securities, and other property acquired therewith and less
    payments and distributions therefrom, shall constitute the
    Trust Fund.  It shall manage, invest, and reinvest the Trust
    Fund, collect the income thereof, and make payments
    therefrom, all as hereinafter provided.  The Trustee shall
    be responsible only for the property actually received by
    it as Trustee hereunder.  It shall have no duty or authority
    to compute any amount to be paid to it by the Company or to
    bring any action or proceeding to enforce the collection from
    the Company of any contribution to the Trust Fund.

                            ARTICLE II

         POWERS AND DUTIES OF TRUSTEE IN INVESTMENT FUND,
          ADMINISTRATION, AND DISBURSEMENT OF TRUST FUND

    2.01. Division of the Trust Fund

         (a)   The Trust Fund shall be composed of the
    Investment Funds described in Exhibit I to the Trust
    Agreement.  The Board of Directors of the Company or its
    delegatees may add or delete investment funds from time to
    time.

         (b)   For each contribution allocated to a Member's
    Account, the Company or its delegatees shall advise the
    Trustee in writing as to the amount of such contribution
    which shall be allocated to each of said Funds in accordance
    with the provisions of Plan sections 5.03 and 5.05 and the
    Trustee shall hold and invest the amount so specified as a
    part of the Investment Fund to which it was allocated.

    2.02. Investment of the Trust Fund

         Subject to the provisions of the Plan, the Trustee
    shall from time to time and at such time as it, in its
    discretion, shall determine, invest and reinvest the
    contributions allocated to each of the Investment Funds
    described in Exhibit I to the Trust Agreement and all
    proceeds, interest, income, or other payments with respect
    to such Fund.

    2.03. Investment Transfers

         From time to time the Company or its delegatees may
    direct the Trustee in writing to transfer a specified amount
    of cash or liquidate and transfer a specified number of whole
    shares of stock from any Investment Fund to any other
    Investment Fund or Funds in such proportions as may be
    specified in such directions.  Such directions to the Trustee
    shall be in accordance with Member directions to the Company
    or its delegatees pursuant to Plan sections 5.03, 5.04 and
    5.05.  Subject to the provisions of the Plan and this Trust
    Agreement the Trustee shall comply with all such directions
    received.  If necessary to effect such transfer the Trustee
    shall sell or otherwise liquidate all or any part of the
    investments then held in the Investment Fund from which such
    transfer is to be made.  The Trustee shall comply with any
    such directions as soon as reasonably practicable after the

    receipt thereof; provided, however, that in making purchases
    or sales of investments, whether pursuant to such directions
    of the Company, its delegatees or otherwise, the Trustee
    shall have discretion to limit the daily volume of its
    purchases or sales of any investment, and to effect such
    purchases and sales over such period of time, as it may deem
    to be in the best interests of Members and their
    Beneficiaries.

    2.04. Investment Charges

         When incurred, brokerage commissions, transfer taxes,
    and other charges and expenses in connection with the
    purchase or sale of investments or securities shall be added
    to the cost of such investments or securities or deducted
    from the proceeds thereof, as the case may be; and in the
    case of a distribution shall be borne by the Investment Fund
    from which the distribution is made.

    2.05. Valuation of Funds

         (a)   The Trustee shall periodically report to the
    Company the assets held in each of the Investment Funds and
    shall determine and include in such report for the assistance
    of the Company in administering the Plan the fair market
    value of each such asset as of the applicable Valuation Date.
    The Company or its delegatees also shall credit the net
    income, gains, or losses of the Trust Fund to the Accounts
    of the various Members or Beneficiaries as provided in Plan
    section 6.03.

         (b)   In determining such fair market values the
    Trustee shall use such market quotations and other informa-
    tion as are available to it and as may in its discretion be
    appropriate.  The report of any such valuation shall not
    constitute a representation by the Trustee that the amounts
    reported as fair market values would actually be realized
    upon the liquidation of any Investment Fund.  The Trustee
    shall not be accountable to the Company or to any Member or
    Beneficiary or to any other person on the basis of any such
    valuation, but its accountability shall be in accordance with
    Trust section 5.01.

    2.06. Additional Investment Powers and Duties of Trustee

         Subject to the provisions of the Plan and Trust
    sections 2.01 and 2.02, the Trustee shall have, with respect
    to any property at any time held by it and constituting part
    of the Trust Fund, power in its discretion:

         (a)   To keep, retain and safeguard any property at
    any time received by it and to dispose of such property by
    sale, exchange or otherwise;

         (b)   To sell, exchange, transfer, convey or otherwise
    dispose of any property at any time held by it at either
    public or private sale for cash or on credit, grant options
    for the purchase or exchange thereof and make, execute,
    acknowledge and deliver any instruments of conveyance and
    transfer or any other instrument that may be necessary or
    appropriate;

         (c)   Subject to the provisions of the Plan with
    respect to Ethyl Corporation common stock, to participate
    in any plan of reorganization, consolidation, merger,
    combination, tender, exchange or other similar plan relating
    to such property and to consent to, or to oppose, any such
    plan and any action thereunder, or any contract, lease,
    mortgage, purchase, sale or other action by any corporation
    in accordance with the Plan;

         (d)   To deposit any such property with any protective,
    reorganization or similar committee; to delegate
    discretionary power thereto and to pay and agree to pay part
    of its expenses and compensation and any assessments levied
    with respect to any such property so deposited;

         (e)   To exercise all conversion and subscription
    rights pertaining to any such property;

         (f)   To extend the time of payment of any obligation;
    and

         (g)   To enter into stand-by agreements for future
    investment of trust funds, either with or without a stand-by
    fee.

    2.07. Administrative Powers and Duties of Trustee

         The Trustee shall have power and authority:

         (a)   To exercise all voting rights with respect to
    stocks, bonds or other securities held in any investment and
    to grant proxies, discretionary or otherwise, provided,
    however, that the Trustee shall grant proxies to vote the
    Ethyl Corporation common stock in accordance with
    instructions received from Members of the Plan having
    interests in the Ethyl Stock Fund and, in the absence of
    receipt of such instructions, in accordance with the

    recommendations of management contained in the proxy material
    issued by the Company;

         (b)   To cause any investments to be registered and
    held in the name of one or more of its nominees, without
    increase or decrease of liability; provided that the books
    and records of the Trustee shall at all times show that such
    investments are part of the Trust Fund;

         (c)   To collect and receive any and all money and
    other property due to the Trust Fund and to give full
    discharge and acquittance therefor;

         (d)   To settle, compromise, or submit to arbitration
    any claims, debts or damages due or owing to or from the
    Trust; to commence or defend suits or legal proceedings
    whenever, in its judgment, any interest of the Trust requires
    it; and to represent the Trust in all suits or legal
    proceedings in any court of law or equity or before any other
    body or tribunal;

         (e)   To make permitted investments of moneys held by
    it until the same shall be invested or disbursed as otherwise
    provided in the Plan and this Trust Agreement, and if such
    permitted investments shall not be feasible to hold moneys
    uninvested without liability for interest thereon.  Permitted
    investments shall include: commercial paper rated either
    prime-1 or prime-2 by Moody's Investors Services, Inc., or
    A-1 or A-2 by Standard & Poor's Corporation, and variable
    amount notes of borrowers which have such commercial paper
    outstanding; certificates of deposit in United States
    commercial banks (having capital and surplus in excess of
    $40,000,000), in each case due within one year from the date
    of purchase, obligations of the Government of the United
    States or any agency of the United States, and obligations
    guaranteed by the Government of the United States; and money
    market funds which limit their holdings to commercial paper
    rated either prime-1 by Moody's Investors Services, Inc.,
    or A-1 by Standard & Poor's Corporation, certificates of
    deposit, bankers' acceptances, U. S. Government securities,
    and repurchase agreements fully collateralized by U. S.
    Government securities.

         (f)   For the purposes of the Trust Fund, to borrow
    money from others, including the entity which then is serving
    as Trustee hereunder, to issue its promissory note or notes
    for the same, and to secure the repayment thereof by pledging
    any property in its possession; provided, however, that no
    such advance shall be made by the entity which then is

    serving as Trustee hereunder unless and until the Company
    has approved the terms and conditions thereof except that,
    without such approval, the entity which then is serving as
    Trustee hereunder may make temporary advances to the Trust
    Fund, on a cash or overdraft basis, on which no interest is
    payable; and

         (g)   Generally to do all acts, whether or not
    expressly authorized, which shall be necessary to carry out
    the powers specified herein and perform its duties under the
    Plan and this Trust Agreement and which the Trustee may deem
    necessary or desirable for the protection of the Trust Fund.

    2.08. Trustee's Authority

         Persons dealing with the Trustee shall be under no
    obligation to see to the proper application of any money paid
    or property delivered to the Trustee or to inquire into the
    Trustee's authority as to any transaction.

    2.09. Payments from Trust Fund

         (a)   The Trustee shall make such payments and dis-
    tributions from the Trust Fund at such time or times, to such
    person, persons or entity (including the Company or a paying
    agent or agents designated by the Company) and in such
    amounts as the Company or its delegatees shall direct in
    writing including, by way of example and not limitation,
    payments to Members who request withdrawals of all or part
    of their contributions pursuant to Plan section 7.07.  In
    directing the Trustee to make payments and distributions,
    the Company or its delegatees shall follow the provisions
    of the Plan so that it shall be impossible, either during
    the existence or upon the discontinuance of the Plan, for
    any part of the Trust Fund to be used for or diverted to
    purposes other than for the exclusive benefit of Members or
    their Beneficiaries, pursuant to the provisions of the Plan,
    at any time prior to the satisfaction of all liabilities with
    respect to such Members and their Beneficiaries under the
    Plan.  Any sums so paid to the Company or any paying agent
    shall be held in trust by such payee until disbursed in
    accordance with the Plan and the Trustee shall have no
    responsibility with respect to such sums.

         (b)   Any written direction of the Company or its
    delegatees shall be deemed to constitute a certification upon
    which the Trustee may rely that the payment or distribution
    so directed is one which the Company or its delegatees is
    authorized to direct under the terms of the Plan, and the

    Trustee need make no further investigation.  The Trustee
    shall have no authority concerning the entitlement of any
    Member or Beneficiary to benefits or the amount of any
    Member's or Beneficiary's benefits.

         (c)   The Trustee may make any payment required to be
    made by it hereunder by mailing a check and any stock
    certificates to the person or entity to whom such payment
    is to be made, at such address as may have been last
    furnished to the Trustee, or if no such address shall have
    been so furnished, to such person in care of the Company.
    Alternatively, the Trustee may provide such checks and stock
    certificates to the Company for forwarding to the payee.

    2.10. Records

         The Trustee shall keep, or cause to be kept by its
    agents, records regarding the administration of the Trust,
    which records may be examined at any reasonable time by the
    Company or its duly authorized representative; and file with
    the Company such reports concerning the Plan containing such
    information and at such times as the Trustee and the Company
    may agree.  Further, the Trustee shall furnish the Company
    or its delegatees with such information as it may require
    and as the Trustee may agree in writing to provide for
    purposes of fulfilling any duties concerning reporting to
    state and federal agencies and to Members and their
    Beneficiaries.

                            ARTICLE III

                     FOR PROTECTION OF TRUSTEE

    3.01. Evidence of Action by Company

         (a)   The Trustee may rely upon any certificate,
    notice, or direction purporting to have been signed on behalf
    of the Company which the Trustee believes to be genuine and
    to have been executed by the person or persons whose
    authority has been certified to it by the Company.

         (b)   Communications to the Trustee shall be sent to
    the Trustee's principal office or to such other address as
    the Trustee may specify.  No communication shall be binding
    upon the Trust Fund or the Trustee until it is received by
    the Trustee.

         (c)   Communications to the Company or its delegatees
    shall be sent to the Company's principal office or to such
    other address as the Company may specify.  No communication
    shall be binding upon the Company or its delegatees until
    received.

    3.02. Advice of Counsel or Company

         (a)   The Trustee may consult with any legal counsel,
    including counsel to the Company, with respect to the meaning
    or construction of this Trust Agreement, its obligations or
    duties hereunder, or any act which it should take or omit
    hereunder, and shall be fully protected with respect to any
    action taken or omitted by it in good faith pursuant to such
    advice.

         (b)   If at any time the Trustee is in doubt concerning
    the course which it should follow in connection with any
    matter relating to the administration of this Trust, it may
    request the Company to advise it with respect thereto, and
    the Trustee shall be protected in relying upon any advice
    or direction which may be given to it by the Company.

    3.03. Miscellaneous

         (a)   The Trustee shall use ordinary care and reason-
    able diligence, but shall not be liable for any mistake of
    judgment or other action taken in good faith.  The Trustee
    shall not be liable for any loss sustained by the Trust Fund

    by reason of the purchase, retention, sale, or exchange of
    any investment in good faith and in accordance with the
    provisions hereof.

         (b)   The Trustee's powers, duties, rights, and obli-
    gations shall be limited to those expressly conferred or
    imposed upon it by the provisions of this Trust Agreement
    or by law, notwithstanding any reference herein to the Plan.

         (c)   The Company may at any time employ as its agent
    (to perform any act, keep any records or accounts, or make
    any computations which are required of the Company by this
    Trust Agreement or the Plan) the entity then serving as
    Trustee hereunder, and may compensate said entity therefor,
    and such employment shall not be deemed to be contrary to
    or inconsistent with the provisions of this Trust Agreement.
    Nothing done by said entity as agent for the Company shall
    change or increase in any manner its responsibility or
    liability as Trustee hereunder.

                            ARTICLE IV

            TAXES, EXPENSES AND COMPENSATION OF TRUSTEE

    4.01. Taxes

         The Trustee shall deduct from and charge against the
    appropriate Investment Fund or Funds of the Trust Fund any
    taxes paid by it which may be imposed upon the Trust Fund
    or the income thereof or which the Trustee is required to
    pay with respect to the interest of any Member or
    Beneficiary.

    4.02. Expenses and Compensation

         The Trustee shall receive for its services as Trustee
    the compensation which from time to time may be agreed upon
    by the Company and Trustee.  Such compensation shall be paid
    by the Company but, if not so paid, may be charged against
    the Trust Fund.  Notwithstanding the foregoing, no employee
    of the Company shall be entitled to compensation (other than
    reimbursement for expenses properly and actually incurred)
    from the Plan for his services with regard to the Plan.

                             ARTICLE V

                      SETTLEMENT OF ACCOUNTS,
              ENFORCEMENT OF TRUST, LEGAL PROCEEDINGS

    5.01. Settlement of Accounts of Trustee

         (a)   The Trustee shall keep complete records of all
    of its investments, receipts, disbursements and other
    transactions.  Its books and records relating to the Trust
    Fund shall be open to inspection and audit by the Company
    or its representatives or delegatees at all reasonable times
    during business hours of the Trustee.

         (b)   Within ninety (90) days after the close of each
    calendar year, or any termination of the duties of the
    Trustee, the Trustee shall render to the Company an
    accounting of the assets of the Trust Fund and of the
    investments, receipts, disbursements and other transactions
    of the Trust, which accounting shall be certified as to its
    accuracy by the Trustee and mailed in duplicate to the
    Company.

         (c)   The Trustee, the Company, or both, shall have
    the right to apply at any time to a court of competent
    jurisdiction for the judicial settlement of any accounting,
    and in any such action or proceeding it shall be necessary
    to join as parties thereto only the Trustee and the Company.
    Any judgment or decree which may be entered therein shall
    be conclusive upon all persons having or claiming to have
    any interest in the Trust Fund or under the Plan.

    5.02. Determination of Rights and Benefits

         The Company shall have complete control and authority
    to determine the rights and interests of Members and their
    Beneficiaries in the Trust Fund or under the Plan, and the
    Trustee shall have no duty to question any direction given
    by the Company to the Trustee.  The Company shall have
    authority to enforce this Trust Agreement on behalf of
    Members and their Beneficiaries claiming any interest in the
    Trust Fund or under the Plan.  To protect the Trust Fund from
    expenses which might otherwise be incurred, it is imposed
    as a condition for the security of any interest in the Trust
    Fund, and it is hereby agreed, that no other person may
    institute or maintain any action or proceeding against the
    Trustee or the Trust Fund in the absence of written authority
    from the Company or a judgment of a court of competent

    jurisdiction that in refusing such authority the Company has
    acted fraudulently or in bad faith.  In any action or
    proceeding affecting the Trust Fund the only necessary
    parties shall be the Company and the Trustee, and no other
    person shall be entitled to any notice or process.  Any
    judgment that may be entered in such action or proceeding
    shall be binding and conclusive on all persons claiming to
    have any interest in the Trust Fund or under the Plan.

                            ARTICLE VI

         RESIGNATION, REMOVAL, AND SUBSTITUTION OF TRUSTEE

    6.01. Resignation of Trustee

         The Trustee may resign its duties hereunder by
    delivering to the Company its written resignation.  No such
    resignation shall take effect until a successor shall have
    been appointed in the manner provided in Trust section 6.03.

    6.02. Removal of Trustee

         The Trustee may be removed by the Company at any time,
    upon sixty (60) days' notice to the Trustee, but such notice
    may be waived by the Trustee.  Such removal shall be effected
    by delivering to the Trustee a written notice of its removal
    executed by the Company, and by giving notice to the Trustee
    of the appointment of a successor in the manner provided in
    Trust section 6.03.

    6.03. Appointment of Successor Trustee

         (a)   The appointment of a successor Trustee shall take
    effect upon the delivery to the resigning or removed Trustee
    of (1) an instrument in writing appointing such successor,
    executed by the Company, and (2) an acceptance in writing
    executed by the successor.  All of the provisions set forth
    herein with respect to the Trustee shall relate to each such
    successor so appointed with the same force and effect as if
    such successor had been originally named herein as the
    Trustee hereunder.

         (b)   If a successor trustee shall not have been
    appointed within sixty (60) days after notice of resignation
    shall have been given under the provisions of this Trust
    section 6.03, the resigning Trustee or the Company may apply
    to any court of competent jurisdiction for the appointment
    of a successor.

    6.04. Transfer of Investment to Successor

         Upon the appointment of a successor trustee, the
    Trustee shall endorse, transfer, assign, convey and deliver
    to such successor trustee all of the funds, securities and
    other property constituting the Trust Fund, reserving such

    sum as the Trustee shall deem necessary to provide for pay-
    ment of its expenses in settling its accounts, any of its
    compensation due and unpaid, and any obligation of the Trust
    Fund for which the Trustee may be liable.  If the Trustee
    shall propose to reserve any such sum, it shall so notify
    the Company in writing, specifying the amount to be reserved
    and the reasons for such reservation and the Company may at
    its election deposit with the Trustee, or in escrow, a bond
    or other security acceptable to the Trustee in such amount,
    on terms that will assure the payment of such expenses,
    compensation, and obligations.  In the event that such bond
    or other security is so deposited, the Trustee shall transfer
    and deliver the remaining balance of the Trust Fund to such
    successor trustee.  If the sum so reserved, or such bond or
    other security, shall not be sufficient to provide for
    payment of such expenses, compensation, or obligations, the
    Trustee shall be entitled to recover the amount of any
    deficiency from either the Company or the successor trustee
    or both.  After the final accounting of the Trustee has been
    received as provided in Trust section 5.01, the Trustee shall
    transfer and deliver to such successor trustee the remainder
    of any sums reserved by it under this Trust Agreement section
    which were not needed for the purposes for which they were
    reserved.

                            ARTICLE VII

                       DURATION, TERMINATION
                      AND AMENDMENT OF TRUST

    7.01. Termination of Trust or Plan

         This Trust Fund shall continue for such time as may
    be necessary to accomplish the purpose for which it was
    created; provided, however, that the Company reserves the
    right to terminate the Plan, or to terminate this Trust
    Agreement without terminating the Plan, or to terminate both
    the Plan and the Trust Agreement by action of its Board of
    Directors.  In the event of a termination of the Plan or
    Trust Agreement or both, the Company shall notify the Trustee
    of such termination in writing together with a copy of the
    resolution of the Board of Directors authorizing such action.

    7.02. Distribution upon Termination of the Plan

         (a)    In the event that the Plan is terminated, the
    Trustee, upon the direction of the Company, shall liquidate
    the Trust Fund to the extent required for distribution and,
    after the final accounting of the Trustee has been received
    as provided in Trust section 5.01, shall distribute all cash,
    securities and other property then constituting the Trust
    Fund, less any amounts constituting charges and expenses
    payable from the Trust Fund, on the date or dates specified
    by the Company to or for the benefit of such Member,
    Beneficiary, person or entity and in such manner as the
    Company may direct.

         (b)   In the absence of Company direction with respect
    to any or all assets held in the Trust Fund, the Trustee
    shall distribute amounts in accordance with the Plan or in
    such manner as may be directed by a judgment or decree of
    a court of competent jurisdiction.  Upon making such
    distributions, the Trustee shall be relieved from all further
    liability with respect to amounts so paid.  The powers of
    the Trustee hereunder shall continue so long as any assets
    remain in the Trust Fund.

    7.03. Action of Trustee

         The Trustee shall take no action on the termination
    of the Plan which it knows or should know would adversely
    affect the qualified and exempt status of the Plan and Trust
    under Code sections 401(a) and 501(a) and any other statute

    of similar import, or that will not comply with any
    applicable provisions of ERISA.  This Trust section shall
    not prevent the Trustee from liquidating the Trust Fund
    pursuant to Trust section 7.02; provided, however, that the
    Trustee reserves the right to seek direction from a court
    of competent jurisdiction as to the proper method of
    distribution of the Trust Fund upon termination of this Trust
    Agreement.

    7.04. Automatic Termination of the Trust

         This Trust shall terminate automatically when there
    are no remaining assets in the Trust Fund.

    7.05. Amendment

         By an instrument in writing delivered to the Trustee
    and executed pursuant to the order of the Board of Directors
    (or, to the extent permitted by law, the Executive Committee
    of such Board), the Company shall have the right at any time
    and from time to time to amend this Trust Agreement in whole
    or in part; provided, however, that the duties and
    responsibilities of the Trustee set forth in this Agreement
    shall not be modified without the Trustee's written consent.
    Except to return to the Company suspense account assets
    (established pursuant to Plan section 8.01) attributable to
    Company contributions, no such amendment shall divert any
    part of the Trust Fund to purposes other than the exclusive
    benefit of the Members or their Beneficiaries at any time
    prior to the satisfaction of all liabilities with respect
    to such Members and their Beneficiaries under the Plan and
    this Trust Agreement.  Any such amendment shall become
    effective as of the date specified therein upon (i) the
    delivery to the Trustee of the written instrument of
    amendment, and (ii) the endorsement thereon by the Trustee's
    endorsement of its receipt thereof, together with its written
    consent thereto, if such consent is required.

    7.06. Succession of Plan

         The merger or consolidation of the Plan with or a
    transfer of assets or liabilities of the Plan from this Trust
    Fund to another employee benefit plan is not permitted unless
    each Member is entitled to receive immediately after the
    merger, consolidation, or transfer, a benefit equal to or
    greater than the benefit to which the Member would have been
    entitled if the Plan had terminated immediately before the
    merger, consolidation, or transfer.

    7.07. Merger or Consolidation of the Trustee

         Any entity into which the Trustee may be merged or
    with which it may be consolidated, or any corporation
    resulting from any merger or consolidation to which the
    Trustee is a party, or any entity succeeding to the trust
    business of the Trustee, shall become the successor of the
    Trustee hereunder, without the execution or filing of any
    instrument or the performance of any further act on the part
    of the parties hereto.

    7.08. Merger or Consolidation of the Company

         Any corporation into which the Company may be merged
    or with which it may be consolidated, or any corporation
    succeeding to all or a substantial part of the business
    interests of the Company may become the Company hereunder
    if it elects to continue the Plan and this Trust Agreement
    and files a notice in writing to that effect with the
    Trustee.  After that, every reference in the Trust Agreement
    is treated as a reference to the surviving or purchasing
    corporation or other legal entity.

    7.09. Impossibility of Diversion

         At no time shall any part of the Trust Fund be
    diverted to purposes other than for the exclusive benefit
    of Members and their Beneficiaries.  Nothing provided herein,
    however, shall prevent (i) in the event of the termination
    of the Plan, the return to the Company of Company
    contributions held in a suspense account established pursuant
    to Plan section 8.01 or (ii) the return to the Company of
    its contributions pursuant to Plan section 12.01.

                           ARTICLE VIII

                 DENIAL OF EXISTENCE OF GUARANTEES

    8.01. No Guarantee of Benefits

         Neither the Trustee nor the Company in any way
    guarantees the adequacy of the Trust Fund for the payment
    of any amount that may become due under the Plan to any
    Member or Beneficiary.  Each Member or Beneficiary shall look
    solely to the assets constituting the Trust Fund for the
    payment of benefits under the Plan.

    8.02. No Guarantee of Employment

         Participation in the Plan shall not give any Member
    the right to be retained in the Company's employ or any right
    or interest in the Trust Fund other than as provided herein
    or in the Plan.

                            ARTICLE IX

                             TRANSFERS

         With the consent of the Company, the Trustee may
    transfer the vested account of a terminated Member to another
    trust established to implement a plan qualified under Code
    section 401(a), and if the Plan so provides and the Company
    so authorizes, may accept funds from such a trust for the
    Account of a Member of the Plan, either directly or through
    a rollover from an individual retirement account established
    pursuant to Code section 408.  Amounts transferred to the
    Trust Fund pursuant to this article shall be separately
    accounted for by the Trustee and shall be nonforfeitable.

                             ARTICLE X

                           MISCELLANEOUS

    10.01.     Laws of Virginia to Govern

         This Agreement and the Trust hereby created shall be
    construed, administered and governed in all respects under
    and by the laws of the Commonwealth of Virginia (other than
    its choice-of-law rules) to the extent not otherwise required
    by federal law.

    10.02.     Titles and Headings Not to Control

         The titles to articles and the headings of Trust
    sections in this Trust Agreement are used for convenience
    of reference only and in case of any conflict the text of
    the Trust Agreement, rather than such titles or headings,
    shall control.  Wherever appropriate, words used in this
    Trust Agreement in the singular shall include the plural
    where the meaning is appropriate.  The masculine gender shall
    include the feminine, unless the context clearly indicates
    otherwise.

    10.03.     Prohibition of Assignment of Interest

         No interest, right, or claim in or to any part of the
    Trust Fund or any payment therefrom shall be alienable,
    assignable, transferable or subject to purchase or hypothe-
    cation, nor shall they be subject to the claims of any
    creditors except as may be provided by law, and any attempt
    to alienate, assign, transfer, or hypothecate the same shall
    be void and no such benefit will in any manner be subject
    to the debts, contracts, liabilities, engagements or torts
    of such person, nor shall it be subject to legal notice for
    or against such person nor shall the same be recognized by
    the Trustee except to the extent required by law.

    10.04.     Adoption by Affiliate

         Any affiliate, subsidiary or division of the Company
    which has adopted the Plan shall also be deemed to have
    adopted the Trust Agreement.

    10.05.     Definitions and Incorporation by Reference

         Any term used in this Trust Agreement that is defined
    in Article I or elsewhere in the Plan shall have the same

    meaning herein as set forth in the Plan.  The provisions of
    the Plan are incorporated by reference into this Trust
    Agreement.

    IN WITNESS WHEREOF, the Company and NATIONSBANK OF
    GEORGIA, N.A. have caused their duly authorized officers to
    execute this document on the 26th day of October, 1993.

                                  ETHYL CORPORATION

                                  By: /s/ Charles B. Walker
                                          Charles B. Walker
                                          Executive Vice President

                                   NATIONSBANK OF GEORGIA, N.A.

                                  By: /s/ Bert R. Carmody
                                          Bert R. Carmody
                                          Vice President

                      SAVINGS PLAN FOR THE EMPLOYEES OF
                              ETHYL CORPORATION
                               TRUST AGREEMENT

                               AMENDMENT NO. 1

              FIRST, the Introduction to the Trust Agreement is
        amended, effective March 1, 1994, to revise the last sentence
        of the second paragraph to read as follows:

                 The Plan is currently amended and restated
                 effective March 1, 1994.

            SECOND, Exhibit I of the Trust Agreement is amended,
         effective March 1, 1994, as set forth in Exhibit A attached
         hereto.

           As evidence of the adoption of this Amendment 1, the Company
         and NATIONSBANK of GEORGIA, N. A. have caused their duly
         authorized officers to execute this document.

           ETHYL CORPORATION

           By:    /s/ Charles B Walker                   1/27/95
                      Charles B. Walker                    Date
                      Vice Chairman

           NATIONSBANK OF GEORGIA, N. A.

           By:   /s/ W Pettway                           1/26/97
                     Wayne Pettway                         Date

                                  EXHIBIT I

                              INVESTMENT FUNDS

     Effective March 1, 1994, The Trust Fund shall be composed of
five Active Investment Funds and three Inactive Investment Funds:

Active Investment Funds

     Indexed Bond Fund.  The investment objective of the Indexed
     Bond Fund is to provide an investment return commensurate
     with the return of a diversified portfolio of investment
     grade bonds or their equivalent.  The assets of this Fund
     are invested and reinvested in government and corporate
     fixed income securities comprising a particular bond index,
     thus mirroring the return of such index.  Such investments
     include obligations of the U.S. Treasury, U.S. Government
     agencies, U.S. investment-grade corporate debt, mortgage-
     backed obligations and U.S. dollar denominated obligations
     of foreign governments (Yankee Bonds).

     Indexed Equity Fund.  The investment objective of the
     Indexed Equity Fund is to provide an investment return
     commensurate with the return of the general equity market,
     including both long-term capital appreciation and some
     current income.  The assets of this Fund are invested and
     reinvested in a diversified portfolio of the stocks
     comprising the Standard & Poors 500 Common Stock Index,
     therefore mirroring the return of such index.

     Prime Fund.  The investment objective of the Prime Fund is
     to maximize current income to the extent consistent with the
     preservation of capital and the maintenance of liquidity.
     The assets of the Fund are invested and reinvested in bills,
     notes and bonds issued directly by the U.S. Government as
     well as a broad range of other U.S. Government obligations,
     bank and commercial instruments that may be available in the
     money markets.

     Balanced Fund.  The investment objective of the Balanced
     Fund is to provide a total investment return through a
     combination of growth of capital and current income
     consistent with the preservation of capital.  The Fund's
     investments are allocated between the Indexed Bond Fund, the
     Indexed Equity Fund and the Prime Fund.

     Ethyl Stock Fund.  The Ethyl Stock Fund is invested and
     reinvested in common stock of Ethyl Corporation.  The
     objective of this Fund is to provide long-term capital
     appreciation potential through investment in the Company.
     Except upon written directions from the Company, or in the
     case of fractional shares received as a result of a stock

     dividend, stock split, recapitalization, or as necessary in
     order to make any distribution of transfer from the Trust
     Fund, or to correct an administrative error, as directed by
     the Company, the Trustee shall have no power or duty to sell
     or otherwise dispose of any stock acquired for the Ethyl
     Stock Fund.  When the sale of any stock acquired for the
     Ethyl Stock Funds is permitted within the exceptions of the
     preceding sentence, the Trustee may offer such shares to the
     Company in accordance with ERISA section 408.

Inactive Investment Funds

     Tredegar Stock Fund.  The Tredegar Stock Fund is invested
     solely in common capital stock of Tredegar Industries, Inc.,
     received as a result of the July 11, 1989, spin-off of
     Tredegar Industries, Inc. from Ethyl Corporation.

     First Colony Stock Fund.  The First Colony Stock Fund is
     invested and reinvested in common stock of First Colony
     Corporation.  The Fund contains common capital stock of
     First Colony Corporation received as a result of the July 1,
     1993, spin-off of First Colony Corporation from Ethyl
     Corporation as well as the stock purchased with Member
     Contributions through March 1, 1994.

     Albemarle Stock Fund.  The Albemarle Stock Fund is invested
     solely in common capital stock of Albemarle Corporation
     received as a result of the February 28, 1994, spin-off of
     Albemarle Corporation from Ethyl Corporation. 

Basic Info X:

Name: TRUST AGREEMENT
Type: Trust Agreement
Date: March 7, 1997
Company: ETHYL CORP
State: Virginia

Other info:

Date:

  • 1st day of November , 1993
  • September 1 , 1961
  • November 1 , 1993
  • 26th day of October , 1993
  • July 11 , 1989
  • July 1 , 1993
  • March 1 , 1994
  • February 28 , 1994

Organization:

  • Administrative Powers and Duties of Trustee
  • Accounts of Trustee
  • Guarantee of Employment
  • Headings Not to Control
  • Assignment of Interest
  • South Fourth Street
  • Ethyl Corporation Trust Agreement
  • General Duties of Company
  • General Duties of Trustee The Trustee
  • Additional Investment Powers and Duties of Trustee Subject
  • Moody 's Investors Services , Inc.
  • Standard & Poor 's Corporation
  • U. S. Government
  • Company and Trustee
  • Trust This Trust
  • Board of Directors
  • Company of Company
  • Commonwealth of Virginia
  • Active Investment Funds
  • Standard & Poors
  • Ethyl Stock Funds
  • Tredegar Stock Fund
  • Tredegar Industries , Inc.
  • First Colony Stock Fund
  • First Colony Corporation

Location:

  • Richmond
  • N.A.
  • Atlanta
  • United States
  • Virginia
  • GEORGIA
  • U.S.

Money:

  • $ 40,000,000

Person:

  • U. S. Government
  • Charles B. Walker Charles B. Walker
  • Bert R. Carmody Bert R. Carmody
  • Charles B Walker
  • Wayne Pettway