Exhibit 10.27

                               AMENDMENT 2003-1 TO
                        SUPPLEMENTAL RETIREMENT AGREEMENT

      This Amendment 2003-1 to Supplemental Retirement Agreement (this
"Amendment") is entered into by and between ___________ ("Employee") and
Crompton Corporation, a Delaware corporation ("Corporation"), on ____________,
2003 with reference to the following facts:

      A. CK Witco Corporation, a Delaware corporation, and the Employee entered
into a Supplemental Retirement Agreement (the "Agreement") as of ____________.
CK Witco Corporation subsequently changed its name to Crompton Corporation, a
Delaware corporation.

      B. The Agreement can be amended by written agreement executed by the
parties to the Agreement and the parties now wish to make certain changes to the
Agreement.

      C. Capitalized terms used in this Amendment have the same meaning set
forth in the Agreement except where otherwise specified.

      NOW, THEREFORE, the parties agree as follows effective as of the date
first written above:

1.    Section 3(a) of the Agreement is amended in its entirety to read as
      follows:

            "(a) 'Actuarial Equivalent' shall mean an amount or benefit of
      equivalent value computed using the UP 1994 Mortality Table and an
      interest rate equal to the 10-year Moody's Aaa Municipal Bond Yield
      Average for the last full week immediately preceding the first day of the
      calendar year in which payments are to commence."

2.    Section 9 of the Agreement is amended by the addition of the following
      paragraph (c) at the end thereof:

            "(c) Instead of receiving benefits in the form provided under
      Section 9(a) or 9(b) above, the Employee may elect to receive his benefits
      in either of the following alternative forms:

                  (1) a single lump sum in an amount equal to the Actuarial
            Equivalent of the benefit to which the Employee would otherwise be
            entitled hereunder payable in the normal form described in Section
            9(a); or

                  (2) a lump sum equal to one half of the Actuarial Equivalent
            of the benefit to which the Employee would otherwise be entitled
            hereunder payable in the normal form described in Section 9(a) with
            the balance of the Employee's benefit payable in one of the forms of
            monthly benefit set forth in Section 9(a) as elected by the
            Employee.

      Any such alternative benefit form described in this Section 9(c) (an
      "Alternative Benefit Form") will be paid or commence to be paid to the
      Employee as soon as practicable following the date on which the Employee's
      benefit otherwise would be scheduled to commence (the "Benefit
      Commencement Date"). In order for the election of an Alternative Benefit
      Form to be effective, the election must be made in writing on forms
      provided by the Company and delivered to the Company on a date that is
      both: (1) at least six months prior to the Benefit Commencement Date; and
      (2) during a calendar year that precedes the calendar year in which the
      Benefit Commencement Date occurs. If the Employee should die prior to the
      date of payment of any lump sum benefits under an Alternative Benefit Form
      but after satisfying the requirements of this Section 9(c), any unpaid
      lump sum benefits will be paid to the Employee's beneficiary. If the
      Employee attempts to elect an Alternative Benefit Form, but such election
      does not satisfy the requirements of this Section 9(c), the Employee's
      benefit will be paid in the normal form provided under Section 9(a),
      unless the Employee makes an additional election of one of the other forms
      set forth in Section 9(a) or 9(b) in accordance with the provisions of
      those sections."

3.    Except as amended hereby, the Agreement will remain in full force and
      effect.




4.    This Amendment may be executed in two counterpart copies of the entire
      document, each of which may be executed by one of the parties, but all of
      which, when taken together, will constitute a single agreement binding
      upon both of the parties.

      IN WITNESS WHEREOF, the parties have executed and delivered this Agreement
as of the date first above written.

                                      "EMPLOYEE"


                                      ---------------------------------
                                      [Employee]

                                      CROMPTON CORPORATION

                                      By:
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                                      Name:
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                                      Title:
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