WITCO CORP, DEF 14A, 1995-03-21

WITCO CORP
DEF 14A, 1995-03-21
INDUSTRIAL ORGANIC CHEMICALS

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<PAGE>

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12

WITCO CORPORATION
.................................................................
(Name of Registrant as Specified In Its Charter)

.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction
applies:

.................................................................

2) Aggregate number of securities to which transaction
applies:

.................................................................

3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it was
determined):

.................................................................

4) Proposed maximum aggregate value of transaction:

.................................................................

5) Total fee paid:

.................................................................

[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.

1) Amount Previously Paid:

.................................................................

2) Form, Schedule or Registration Statement No.:

.................................................................

3) Filing Party:

.................................................................

4) Date Filed:

.................................................................

<PAGE>

[LOGO]

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 26, 1995

To our Shareholders:

The Annual Meeting of Shareholders of WITCO CORPORATION, a Delaware
corporation (the 'Company'), will be held at Witco Corporation, One American
Lane, 3rd Floor, Greenwich, Connecticut, on Wednesday, April 26, 1995, at 2:00
p.m., for the purpose of acting upon the following matters, as well as such
other business as may properly come before the Annual Meeting or any adjournment
thereof:

1. To elect five directors, one for a term expiring in 1996 and four
for terms expiring in 1998;

2. To approve the adoption of the 1995 Stock Option Plan for Employees
of Witco Corporation and its Subsidiaries (copy attached as Exhibit
A); and

3. To ratify the appointment of Ernst & Young LLP as the Company's
independent auditors for 1995.

Only shareholders of record on the books of the Company at the close of
business on March 10, 1995 will be entitled to vote at the meeting or any
adjournment thereof.

In order that your shares of stock may be represented at the Annual
Meeting, please date and sign the enclosed proxy card and return it promptly in
the enclosed envelope. If you attend the Annual Meeting, you may vote in person
even though you have previously sent in your proxy card.

A copy of the Company's Annual Report for the year 1994 is enclosed.

By order of the Board of Directors,

Dustan E. McCoy
Vice President,
General Counsel
and Corporate Secretary

Greenwich, Connecticut
March 27, 1995

YOUR VOTE IS IMPORTANT
PLEASE COMPLETE, DATE AND SIGN YOUR PROXY CARD AND
PROMPTLY RETURN IT IN THE ENCLOSED ENVELOPE.

<PAGE>

[LOGO]

WITCO CORPORATION
ONE AMERICAN LANE, GREENWICH, CT 06831-2559
------------------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 26, 1995
------------------------

This Proxy Statement is furnished to the shareholders of Witco Corporation
(the 'Company') in connection with the solicitation on behalf of the Board of
Directors of proxies to be used at the Annual Meeting of Shareholders to be held
on April 26, 1995 and at any adjournment thereof. The Company expects that this
Proxy Statement, with the accompanying proxy and the Annual Report for 1994,
will be mailed to shareholders on or about March 27, 1995.

TO ASSURE ADEQUATE REPRESENTATION AT THE ANNUAL MEETING, SHAREHOLDERS ARE
REQUESTED TO COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD PROMPTLY IN THE
ENCLOSED POSTAGE PAID ENVELOPE. Only shareholders of record at the close of
business on March 10, 1995 will be entitled to vote at the meeting.

Each share of Common Stock (par value $5 per share) and each share of $2.65
Cumulative Convertible Preferred Stock (par value $1 per share) outstanding at
the close of business on March 10, 1995 will be entitled to one vote at the
meeting and will vote together as one class for all of the stated purposes of
the meeting. As of March 10, 1995, there were outstanding and entitled to vote
at the meeting 56,173,302 shares of Common Stock and 7,288 shares of Preferred
Stock.

The Company has been informed by the Trustee under the Witco Corporation
Employee Retirement Savings Plan (the 'Savings Plan') that shares of Common
Stock held by the trustee under the Savings Plan's Company Stock Fund will be
voted by the trustee in accordance with instructions received from the
participants, and if no instructions are received, such shares will be voted in
the same proportion as shares for which instructions are received from other
participants in the plan.

The proxy will be voted in accordance with the instructions of the person
executing the same. In the absence of instructions to the contrary, proxies will
be voted FOR the election of the five nominees for director named herein; FOR
the approval of the adoption of the 1995 Stock Option Plan for Employees of
Witco Corporation and its Subsidiaries; and FOR ratification of the appointment
of Ernst & Young LLP as the Company's independent auditors for 1995.

The proxy is revocable by a shareholder at any time before the exercise
thereof, and the giving of such proxy will not affect the shareholder's right to
vote in person if it is later found to be convenient to attend the meeting.
Abstentions and broker non-votes are each included in the determination of the
number of shares present and voting for the purposes of determining whether a
quorum is present, and each is tabulated separately. In determining whether a
proposal has been approved, abstentions and broker non-votes are not counted as
votes for or against a proposal.

The entire cost of this solicitation will be borne by the Company,
including reimbursement of banks, brokerage firms, custodians, nominees and
fiduciaries for their reasonable expenses in sending proxy materials to the
beneficial owners of stock. Proxies may be solicited personally, by mail, by
telephone, by facsimile or by telegraph, by the directors, officers or other
employees of the Company, without remuneration other than regular compensation.
In addition, the Company has retained Georgeson & Company Inc. to assist in the
solicitation of proxies at a fee estimated to be $7,000, excluding out-of-pocket
expenses.

<PAGE>
At the date of this Proxy Statement, management does not know of any matter
to be brought before the meeting for action other than the matters described in
the Notice of Annual Meeting and matters incident thereto. If any other matters
should properly come before the meeting, the holders of the proxies will vote
and act with respect to such matters in accordance with their best judgment.
Discretionary authority to do so is conferred by the enclosed proxy.

PROPOSAL 1
ELECTION OF DIRECTORS

The Board of Directors currently consists of twelve directors, divided into
three classes. Each class is elected to serve a three year term, and classes are
elected on a staggered basis. The number of directors to be elected at the 1995
Annual Meeting is fixed at five. The directors who are nominated for election by
the shareholders at the 1995 Annual Meeting are Messrs. Ashe, Burns, Mahoney,
Polite and Wishnick.

All of the nominees were elected by the shareholders at the 1992 Annual
Meeting for a three year term. In order to comply with the requirements of the
Company's By-laws and Restated Certificate of Incorporation that the number of
directors in each class be as nearly equal as possible, Mr. Ashe will be elected
to hold office until the Annual Meeting of Shareholders to be held in 1996, and
Messrs. Burns, Mahoney, Polite and Wishnick will be elected to hold office until
the Annual Meeting of Shareholders to be held in 1998, or until their successors
are elected and qualify. Under the Board's current retirement policy, it is
anticipated that Mr. Polite will serve two years of his three year term. Under
Delaware law, a director elected to fill a vacancy on the Board serves until the
next election of the class for which the director shall have been chosen.

Unless otherwise specified, the proxies received will be voted FOR the
election of the listed nominees.

The nominees for director, their present principal occupation or employment
as of February 28, 1995, and other positions held during the past five years are
set forth below.

<TABLE>
<S> <C>
NOMINEE FOR ELECTION AS DIRECTOR SERVING UNTIL THE 1996 ANNUAL MEETING:
- -----------------------------------------------------------------------------------------------------------------

[PHOTO] Mr. Ashe is a business consultant. He is a member of Witco's Executive,
WILLIAM J. ASHE Finance and Organization and Compensation Committees.
Director since 1969 Age 74

- -----------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<S> <C>
NOMINEES FOR ELECTION AS DIRECTORS SERVING UNTIL THE 1998 ANNUAL MEETING:
- -----------------------------------------------------------------------------------------------------------------

[PHOTO] Mr. Burns was Chief Executive Officer of Galen Associates and a General
WILLIAM G. BURNS Partner of Galen Partners L.P. from March 1990 to December 1990. Prior to
Director since 1986 his retirement in May 1989, he was Vice Chairman of NYNEX Corporation. He
is a Director of New York Life Insurance Company and Pierpont Funds. He is
Chairman of Witco's Audit Committee and a member of the Organization and
Compensation Committee.
Age 62
- -----------------------------------------------------------------------------------------------------------------

[PHOTO] Mr. Mahoney is Vice Chairman and Chief Operating Officer, Witco. He was
WILLIAM E. MAHONEY Vice Chairman and Chief Operating Officer -- Chemicals from September 1992
Director since 1989 to August 1994. Prior to September 1992, Mr. Mahoney was Executive Vice
President -- Chemical Group. He is Chairman of Witco's Executive Committee
and a member of the Pension Committee.
Age 63
- -----------------------------------------------------------------------------------------------------------------

[PHOTO] Mr. Polite is Chairman and Director of Rotonics Manufacturing, Inc.
L. JOHN POLITE, JR. (formerly Koala Technologies, Inc.) in Gardena, CA. Prior to his retirement
Director since 1989 in December 1992, he was Chairman of Peridot Chemicals (New Jersey), Inc.
in Clifton, N.J. He is a Director of Peridot Chemicals (New Jersey), Inc.
and Jones Medical Industries, Inc. Mr. Polite is a member of Witco's
Finance and Pension Committees.
Age 73
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>
<TABLE>
<S> <C>
- -----------------------------------------------------------------------------------------------------------------

[PHOTO] Mr. Wishnick is a business consultant. He was elected Chairman of the Board
WILLIAM WISHNICK of Witco in 1964 and assumed the additional responsibility of Chief
Director since 1949 Executive Officer in 1971. He held these positions until October 1990. Mr.
Wishnick is a member of Witco's Executive, Finance and Pension Committees.
Age 70

DIRECTORS SERVING UNTIL THE 1996 ANNUAL MEETING:
- -----------------------------------------------------------------------------------------------------------------

[PHOTO] Mr. Hohn is Chairman of the Board and Chief Executive Officer of New York
HARRY G. HOHN Life Insurance Company, New York, N.Y. Prior to August 1990, he was Vice
Director since 1989 Chairman of New York Life Insurance Company. He is Chairman of Witco's
Pension Committee and a member of the Organization and Compensation
Committee.
Age 62
- -----------------------------------------------------------------------------------------------------------------

[PHOTO] Mr. Samuel is a business consultant. Prior to his retirement, Mr. Samuel
DAN J. SAMUEL was for many years a senior executive of the Royal Dutch/Shell Group of
Director since 1985 Companies. He is a director of Measurement Specialties, Inc. Mr. Samuel is
a member of Witco's Audit, Executive and Organization and Compensation
Committees.
Age 69
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>
<TABLE>
<S> <C>
- -----------------------------------------------------------------------------------------------------------------

[PHOTO] Mr. Wesson is President of Galen Associates, a health care venture firm,
BRUCE F. WESSON and a General Partner of Galen Partners L.P. Prior to January 1991, he was
Director since 1980 Senior Vice President and Managing Director of Smith Barney, Harris Upham &
Co. Incorporated, Investment Bankers, New York, N.Y. (a subsidiary of
Primerica Corporation). He is a Director of Cryolife, Inc. Mr. Wesson is
Chairman of Witco's Finance Committee and a member of the Pension
Committee.
Age 52

DIRECTORS SERVING UNTIL THE 1997 ANNUAL MEETING:
- -----------------------------------------------------------------------------------------------------------------

[PHOTO] Mr. Brinberg is Senior Vice President of BRT Realty Trust, Senior Vice
SIMEON BRINBERG President of Georgetown Partners, Inc. and Vice President of One Liberty
Director since 1987 Properties, Inc. He was Counsel to Bachner, Tally, Polevoy & Misher prior
to November 1990. Mr. Brinberg is a member of Witco's Audit, Nominating and
Pension Committees.
Age 61
- -----------------------------------------------------------------------------------------------------------------

[PHOTO] Mr. Grant is Chairman of Galen Associates, a health care venture firm, and
WILLIAM R. GRANT a General Partner of Galen Partners L.P. He is a Director of SmithKline
Director since 1970 Beecham p.l.c., Fluor Corporation, New York Life Insurance Company,
Allergan, Inc. and Seagull Energy Corp. Mr. Grant is Chairman of Witco's
Organization and Compensation Committee and a member of the Executive and
Nominating Committees.
Age 70
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>
<TABLE>
<S> <C>
- -----------------------------------------------------------------------------------------------------------------

[PHOTO] Mr. Hayden is a Partner of Goldman, Sachs & Co., Investment Bankers, New
RICHARD M. HAYDEN York, N.Y. He is a director of Cortefiel, S.A. Mr. Hayden is a member of
Director since 1992 Witco's Audit, Finance and Nominating Committees.
Age 49
- -----------------------------------------------------------------------------------------------------------------

[PHOTO] Mr. Toller is Chairman of the Board and Chief Executive Officer, Witco. He
WILLIAM R. TOLLER was Vice Chairman and Chief Financial Officer from March 1990 through
Director since 1987 September 1990 when he assumed his current position. Prior to March 1990,
Mr. Toller was Executive Vice President -- Finance and Administration. He
is Chairman of Witco's Nominating Committee and a member of the Executive
Committee.
Age 64
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>
OWNERSHIP OF SECURITIES BY DIRECTORS AND OFFICERS

As of February 28, 1995, the directors of the Company and each executive
officer named in the Summary Compensation Table, individually, and all directors
and executive officers of the Company as a group beneficially owned shares of
Common Stock of the Company as follows:

<TABLE>
<CAPTION>
AMOUNT OF BENEFICIAL OWNERSHIP
----------------------------------------
NAME OF DIRECT &
BENEFICIAL INDIRECT EXERCISABLE PERCENT OF
OWNER OWNERSHIP OPTIONS(A) CLASS(B)
- -------------------------------------------------------------------------- --------- ----------- ------------

<S> <C> <C> <C>
Denis Andreuzzi........................................................... 4,216 189,760 less than 1%
William J. Ashe........................................................... 62,973 -- less than 1%
Simeon Brinberg........................................................... 2,201 -- less than 1%
William G. Burns.......................................................... 2,001 -- less than 1%
Michael D. Fullwood....................................................... 3,650 42,420 less than 1%
William R. Grant.......................................................... 3,375 -- less than 1%
Richard M. Hayden......................................................... 2,001 -- less than 1%
Harry G. Hohn............................................................. 201 -- less than 1%
Gerald Katz............................................................... 29,009 22,080 less than 1%
William E. Mahoney........................................................ 21,786 68,148 less than 1%
L. John Polite, Jr........................................................ 9,001 -- less than 1%
Dan J. Samuel............................................................. 2,201 -- less than 1%
Robert J. Seward.......................................................... 10,001 17,620 less than 1%
William R. Toller......................................................... 60,847 82,618 less than 1%
Bruce F. Wesson........................................................... 1,501 -- less than 1%
William Wishnick.......................................................... 303,491(c) -- less than 1%
All directors and executive officers as a group
(a total of 28 individuals including those named above)................. 673,216 556,812 2.2%
</TABLE>

- ------------

The information provided in the above chart as to each director and named
executive officer, individually, and all directors and executive officers as a
group is based on information received from such individuals. However, the
listing of such shares is not necessarily an admission of beneficial ownership
by the person. Unless otherwise indicated in the footnotes below, such
individuals held, together with certain members of their family, sole voting and
investment power over the shares.

(a) Represents options exercisable within 60 days granted under the 1989 and
1992 Stock Option Plans to such persons. The options are exercisable at
prices ranging from $13.00 to $31.75. The closing price for Witco Common
Stock on the New York Stock Exchange on February 28, 1995 was $28.625 per
share.

(b) The number of shares of Common Stock outstanding on February 28, 1995 was
56,173,302.

(c) Does not include 8,000 shares owned by a charitable foundation of which Mr.
Wishnick is a director and president and, as president, has sole voting and
investment power over the shares. Mr. Wishnick disclaims beneficial
ownership of the Witco shares held by this foundation.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and officers, and persons who own more than 10% of the Company's
Common Stock, to file reports of ownership

<PAGE>
and changes in ownership of any class of the Company's registered equity
securities with the Securities and Exchange Commission and the New York Stock
Exchange. The Company believes that during 1994 all Section 16(a) filing
requirements applicable to its directors and officers were complied with, except
that William E. Mahoney, Vice Chairman, Messrs. Brightwell and Golubock, Vice
Presidents, and Messrs. Cohen, Jury and Uhoda, each of whom is retired, but held
the position of Vice President during 1994, inadvertently failed to file a Form
4 in connection with a reallocation of investments under the Company's Employee
Retirement Savings Plan when the Company changed the Administrator of that plan.
Those delinquencies were corrected in the annual Form 5 filed by each of those
officers.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

Set forth below is a table indicating those persons whom the management of
the Company believes to be beneficial owners of more than 5% of any class of the
Company's securities as of February 28, 1995. The following information is based
on reports filed with the Company and the Securities and Exchange Commission as
of December 31, 1994 in accordance with Section 13(g) of the Securities Exchange
Act of 1934.

<TABLE>
<CAPTION>
NAME AND ADDRESS SHARES PERCENT
OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
- -------------------------------------------------------------- ------------------ --------
<S> <C> <C>
Delaware Management Company, Inc. ............................ 5,370,060(1) 9.56%
10 Penn Center Plaza
Philadelphia, PA 19103
Putnam Investments, Inc. ..................................... 4,520,050(2) 8.00%
One Post Office Square
Boston, MA 02109
Wellington Management Company ................................ 4,601,340(3) 9.12%
75 State Street
Boston, MA 02109
</TABLE>

- ------------

(1) Delaware Management Company, Inc. has advised that with respect to such
shares they have (i) sole voting power for 3,719,300 shares and shared
voting power for 53,200 shares and (ii) sole dispositive power for 5,280,160
shares and shared dispositive power for 89,900 shares.

(2) Putnam Investments, Inc. has advised that with respect to such shares they
have (i) shared voting power for 64,250 shares and (ii) shared dispositive
power for 4,520,050 shares.

(3) Wellington Management Company has advised that with respect to such shares
they have (i) shared voting power for 961,950 shares and (ii) shared
dispositive power for 4,601,340 shares.

To the best of the Company's knowledge, as of February 28, 1995, no other
person owned more than 5% of the outstanding voting securities of the Company.

OTHER TRANSACTIONS

Mr. Hohn is Chairman of the Board and Chief Executive Officer and Messrs.
Burns and Grant are Directors of New York Life Insurance Company. This firm has
issued guaranteed investment contracts for Witco's Employee Retirement Savings
Plan in the past and may provide similar services during 1995.

<PAGE>
Mr. Hayden is a Partner of Goldman, Sachs & Co., Investment Bankers. This
firm has provided investment banking services to the Company for many years and
is expected to continue to provide such services during 1995.

BOARD OF DIRECTORS -- MEETINGS HELD AND COMMITTEES

The Board of Directors held 8 meetings during 1994. Each director, with the
exception of Messrs. Grant, Hohn and Samuel, attended 75% or more of the
meetings of the Board of Directors and Committees of which he was a member.

The Board of Directors has the following standing committees:

Executive Committee. The Executive Committee has been, and from time to
time is, delegated authority by the Board to exercise the powers of the Board in
matters pertaining to the management of the business (7 meetings during 1994).

Audit Committee. The functions of the Audit Committee include (a) making
recommendations to the full Board as to engagement of the Company's independent
auditors, (b) reviewing with the independent auditors the plan and results of
the audit engagement, (c) reviewing the scope and results of the Company's
internal audit procedures, (d) reviewing the independence of the independent
auditors, (e) reviewing the adequacy of the Company's system of internal
accounting controls, (f) reviewing or participating in reviews of matters
relating to audit, accounting and financial statements, (g) reviewing proposed
audit fees and other fees of the independent auditors, and (h) reviewing non-
audit services performed by the independent auditors (4 meetings during 1994).

Finance Committee. The functions of the Finance Committee include (a)
reviewing and evaluating financing strategies proposed by management, (b)
reviewing proposed corporate forecasts and financial needs, (c) reviewing and
evaluating investment policies for corporate funds and (d) such other matters
affecting the financial well-being of the Company as the Committee may determine
to be appropriate (3 meetings during 1994).

Nominating Committee. The Nominating Committee is responsible for (a)
reviewing qualifications and recommendations for replacement and/or additional
nominees to the Board of Directors, (b) reviewing and recommending the amount of
compensation to be paid to non-employee members of the Board, including
compensation for committee memberships, meeting fees or such other compensation
as may be deemed appropriate, (c) recommending policies regarding directors to
the Board, and (d) such other duties and responsibilities as may be delegated to
the Nominating Committee by the Board of Directors (2 meetings during 1994).

Organization and Compensation Committee. The functions of the Organization
and Compensation Committee include (a) recommending approval to the full Board
of the remuneration arrangements for officers, (b) recommending the adoption of
compensation and benefit plans applicable to employee directors and officers,
(c) exercising plenary authority in its discretion to determine the purchase
price of the Common Stock issuable upon the exercise of each option, to
determine the employees to whom, and the time or times at which options shall be
granted and the number of shares to be issuable upon the exercise of each
option, to interpret the option plans, to prescribe, amend and rescind rules and
provisions relating to option plans, to determine the terms and provisions of
the respective option agreements and to make all other determinations deemed
necessary or advisable for the administration of the stock option plans, (d)
reviewing the performance of the Chief Executive Officer and approving his
overall compensation, (e) reviewing with the Chief Executive Officer the
management and corporate organization structures, management organization
succession plans, performance of officers and overall

<PAGE>
compensation policy of the Corporation, (f) reviewing and approving for
submission to the Board of Directors election of officers and (g) jointly
reviewing with Nominating Committee recommendations for employee members of the
Board of Directors prior to submission to the Board (5 meetings during 1994).

Pension Committee. The Pension Committee is responsible for (a) reviewing
the pension actuarial reports, (b) reviewing pension fund performance and (c)
establishing fund investment policies. In addition, it recommends to the
Executive Committee or the full Board changes in plan benefits, trustees or fund
managers and recommends annual fund contributions to the plans (5 meetings
during 1994).

COMPENSATION OF DIRECTORS

Non-employee directors are paid an annual retainer of $21,000, an
attendance fee of $700 per Board meeting, and are reimbursed for travel
expenses. Non-employee directors, who are members of Committees of the Board,
receive additional annual retainers as follows: Executive -- $4,000; Audit --
$3,000; Finance -- $2,500; Nominating -- $2,500; Organization and
Compensation -- $2,500; and Pension -- $2,500. Any director entitled to receive
annual retainers and attendance fees may elect to defer payment of all or any
part of such compensation pursuant to the Company's Deferred Directors' Fees
Plan until, generally, after the termination of the directors' relationship with
the Company or in the event of death, in which case such deferred compensation
will be paid to a beneficiary as designated.

The Company retained Mr. Wishnick, upon his retirement as Chairman of the
Board and Chief Executive Officer, as an independent consultant for the period
February 1, 1991 through January 31, 1993 at an annual retainer of $100,000. On
October 22, 1992, the Company extended the consultancy agreement with Mr.
Wishnick for the period February 1, 1993 through January 31, 1995 at an annual
retainer of $110,000. Thereafter, the agreement is automatically extended for
additional terms of one (1) year each unless either party gives ninety (90) days
written notice of its intention not to continue such agreement. In addition, the
Company makes office space and a part-time secretary available for use by Mr.
Wishnick.

EXECUTIVE COMPENSATION

Cash Compensation

The following table shows cash compensation paid, and certain other
compensation paid or accrued, by the Company during the years ended December 31,
1994, 1993 and 1992, to each of the Company's six most highly compensated
executive officers, including the Chief Executive Officer, in all capacities in
which they served. All individuals included in the table, with the exception of
Mr. Andreuzzi, were executive officers of the Company as of December 31, 1994
and at all times during the periods shown. Mr. Andreuzzi retired from his
position of Vice Chairman and Chief Operating Officer -- Petroleum on August 1,
1994.

<PAGE>
SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS
------------
SECURITIES
ANNUAL COMPENSATION UNDERLYING
NAME AND ---------------------- OPTIONS/ ALL OTHER
PRINCIPAL POSITION YEAR (SALARY)($) BONUS ($) SAR'S (#)(1) COMPENSATION ($)(2)
- --------------------------------------------------- ---- ----------- --------- ------------ -------------------

<S> <C> <C> <C> <C> <C>
William R. Toller 1994 $ 590,000 $ 430,100 125,000 $ 166,945
Chairman and Chief 1993 545,000 364,100 97,600 14,643
Executive Officer 1992 498,877 210,000 97,400 17,440

William E. Mahoney 1994 $ 437,500 $ 252,300 69,100 $ 6,984
Vice Chairman and Chief 1993 400,000 204,200 62,500 12,897
Operating Officer 1992 311,250 117,200 42,200 10,682

Michael D. Fullwood 1994 $ 295,000 $ 151,400 38,500 $ 4,500
Executive Vice President and 1993 275,000 137,800 32,200 7,075
Chief Financial Officer 1992 215,000 81,300 22,600 6,450

Robert J. Seward 1994 $ 196,000 $ 117,600 16,900 $ 6,308
Group Vice President -- 1993 187,000 64,900 15,000 10,131
Diversified Products 1992 178,000 41,400 20,600 12,574

Gerald Katz 1994 $ 240,000 $ 70,700 25,600 $ 150,942
Group Vice President and Senior Managing 1993 225,000 103,700 21,600 62,215
Director -- Witco Europe 1992 184,000 55,300 20,800 5,535

Denis Andreuzzi 1994 $ 280,449 $ 115,100 68,700 $ 118,029
Retired Vice Chairman and Chief 1993 422,300 195,900 62,500 9,015
Operating Officer -- Petroleum 1992 410,000 130,600 73,200 8,806
</TABLE>

- ------------

(1) The stock options granted during 1994, 1993 and 1992 were granted pursuant
to the 1992 Stock Option Plan which does not provide for tandem or
stand-alone stock appreciation rights (SAR's).

(2) All Other Compensation includes: (i) the Company's contribution on behalf of
the respective executive officer pursuant to the terms of the Company's
Employee Retirement Savings Plan ('Savings'); (ii) amounts related to the
difference between the statutory value of Group-term Life Insurance ('GLI')
coverage, as determined pursuant to the Internal Revenue Code and
Regulations, and the actual cost of coverage paid for by the employee; and
(iii) Mortgage Interest Differential ('MID') for employees that have
relocated at the Company's request. Such employees are compensated for the
difference in mortgage interest between the old and new mortgage during the
first five years after relocation starting at 100% in the first year and
decreasing by 20% in each of the succeeding years. The table below sets
forth the components of All Other Compensation described in (i) through
(iii) above, for the year ended December 31, 1994, for the above named
executive officers:

<TABLE>
<CAPTION>
SAVINGS GLI MID
------- ------ ------
<S> <C> <C> <C>
William R. Toller............................................ $4,500 $3,154 $8,804
William E. Mahoney........................................... 4,500 2,484 --
Michael D. Fullwood.......................................... 4,500 -- --
Robert J. Seward............................................. 4,500 -- 1,808
Gerald Katz.................................................. 4,500 388 --
Denis Andreuzzi.............................................. 4,500 -- --
</TABLE>

(footnote continued on next page)

<PAGE>
(footnote continued from previous page)

The 1994 amounts shown above in the All Other Compensation column also
include $150,487 for relocation expenses paid or reimbursed by the Company
on behalf of Mr. Toller, $146,054 related to payments for foreign cost of
living allowances, foreign housing costs and tax protection related to Mr.
Katz's overseas assignment, and $113,529 for retirement benefits paid to Mr.
Andreuzzi pursuant to the various retirement plans of the Company.

1994 Deferred Compensation Plan

The Board of Directors adopted the 1994 Deferred Compensation Plan (the
'Deferred Plan') to provide certain employees with the opportunity to defer some
or all of the base salary and/or bonus otherwise payable to them by the Company.
An employee who is a participant in either the Officers' Annual Incentive Plan
or the Management Incentive Plan is eligible to participate in the Deferred
Plan. Amounts deferred for 1995 can either earn interest at an annual rate equal
to the yield quotation as of the end of the calendar quarter for the U.S.
Treasury 10-year note or be converted into phantom shares of the Company's
Common Stock which will earn additional phantom shares on each day the Company
pays a dividend. Deferred account balances are payable in cash and are
distributed at the election of the participant in a lump sum or installments at
the time specified by the participant or at retirement or termination. In the
event of a change in control, as defined in the Deferred Plan, deferred account
balances are paid in cash and are distributed not later than 15 days after the
date of the change in control.

Stock Option Grants

The following table provides certain information concerning the grant of
options during the year ended December 31, 1994 to the executive officers named
in the Summary Compensation Table. In addition, hypothetical gains or spreads,
calculated based on assumed rates of annually compounded stock price
appreciation of 5% and 10% over the term of the option, have been included in
the table.

OPTION GRANTS DURING THE YEAR ENDED DECEMBER 31, 1994

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS (1)(2)
--------------------------------------------------- POTENTIAL REALIZABLE VALUE AT
NUMBER OF % OF TOTAL ASSUMED ANNUAL RATES
SECURITIES OPTIONS OF STOCK PRICE APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OR OPTION TERM
OPTIONS EMPLOYEES BASE PRICE EXPIRATION ----------------------------------
NAME GRANTED (#) IN FISCAL YEAR ($/SHARE) (3) DATE 5% 10%
- ----------------------- ----------- -------------- ------------- ---------- -------------- --------------

<S> <C> <C> <C> <C> <C> <C>
William R. Toller...... 125,000 16.01% $ 31.75 6/7/04 $ 2,495,926 $ 6,325,165
William E. Mahoney..... 69,100 8.85% $ 31.75 6/7/04 $ 1,379,748 $ 3,496,551
Michael D. Fullwood.... 38,500 4.93% $ 31.75 6/7/04 $ 768,745 $ 1,948,151
Robert J. Seward....... 16,900 2.17% $ 31.75 6/7/04 $ 337,449 $ 855,162
Gerald Katz............ 25,600 3.28% $ 31.75 6/7/04 $ 511,166 $ 1,295,394
Denis Andreuzzi........ 68,700 8.80% $ 31.75 8/1/97(4) $ 362,448(4) $ 763,982(4)
</TABLE>

- ------------

(1) Each option was granted on June 7, 1994 to purchase shares of the Company's
$5.00 par value Common Stock. Twenty percent of the shares subject to the
options become exercisable one year from the date of grant and 20% become
exercisable on each of the four succeeding anniversaries, provided the
optionee continues to be employed by the Company or any of its subsidiaries.
Only

(footnotes continued on next page)

<PAGE>
(footnotes continued from previous page)
those options exercisable as of the date of the optionee's termination may
be exercised during the 90 day period following such termination date;
however, upon termination by (i) early or normal retirement, (ii) death or
(iii) disability any option not then exercisable shall become immediately
exercisable and shall be exercisable during the three year period following
such termination; provided that in no event shall options be exercisable
after the expiration of 10 years from the date of grant. The actual value an
optionee receives is dependent on future stock market conditions and there
can be no assurance that the amounts reflected in the right hand columns of
the table will actually be realized. No gain to the optionee is possible
without an appreciation in stock value which will benefit all shareholders
commensurately.

(2) The options were granted pursuant to the 1992 Stock Option Plan which does
not provide for tandem or stand-alone stock appreciation rights.

(3) Payment for shares of Common Stock of the Company upon exercise of a stock
option may be made in cash, or in such other form of consideration, as
deemed appropriate by the Committee (including cashless exercise
procedures), or shares of Common Stock, or a combination of cash and shares
of Common Stock.

(4) Upon Mr. Andreuzzi's retirement on August 1, 1994, these options became
immediately exercisable and remain exercisable through August 1, 1997
pursuant to the terms of the 1992 Stock Option Plan. As such, the potential
realizable value calculation was adjusted accordingly.

Stock Option Exercises

The following table provides information regarding stock option exercises
by the named executive officers during the year ended December 31, 1994,
including the aggregate value realized on the date of exercise. In addition,
unexercised stock options (both exercisable and unexercisable) as of December
31, 1994, as well as the value of in-the-money unexercised options (i.e. options
which had a positive spread between the exercise price and the fair market value
of the Company's Common Stock as of December 31, 1994) have been included in the
table. The closing price of the Company's Common Stock on the New York Stock
Exchange on December 31, 1994 was $24.6563.

AGGREGATED OPTION EXERCISES IN THE YEAR ENDED DECEMBER 31, 1994
AND YEAR-END OPTION VALUES
YEAR-END VALUE -- $24.6563

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED OPTIONS VALUE OF UNEXERCISED IN-THE-
SHARES AT YEAR-END (#) MONEY OPTIONS AT YEAR-END
ACQUIRED ON VALUE ------------------------------ ------------------------------
NAME EXERCISE(#) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------------------------- ----------- --------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
William R. Toller..................... -0- -- 55,000 261,520 $ 181,421 $ 191,759
William E. Mahoney.................... -0- -- 47,604 144,420 $ 189,222 $ 83,083
Michael D. Fullwood................... -0- -- 28,280 77,820 $ 123,664 $ 44,494
Robert J. Seward...................... 17,792 $ 244,843 11,240 41,260 $ 27,038 $ 40,557
Gerald Katz........................... 7,600 $ 102,429 12,640 55,360 $ 27,300 $ 40,951
Denis Andreuzzi....................... 16,000 $ 231,000 189,760 -- $ 192,153 --
</TABLE>

<PAGE>
Certain Benefit Plans

Defined Benefit Pension Plan

The Company currently has a qualified, non-contributory defined benefit
plan, the Witco Corporation Retirement Plan, which covers executive officers and
non-bargaining employees. Contributions to the pension plan in respect of any
person are not and cannot be separately or individually calculated. The
aggregate contribution to the plan during 1994 was approximately .41% of the
total remuneration of plan participants covered by such plan. The remuneration
covered by the plan represents the base salary plus commissions.

Under the pension plan, a normal retirement benefit is based on (a) 1.5% of
the individual's final average earnings (average base salary for the 60 months
preceding retirement using 1992 base salary for years prior to 1992) multiplied
by years of credited service, reduced by (b) 1.5% of the individual's Social
Security benefit at retirement multiplied by years of credited service (to a
maximum of 50% of the Social Security benefit). Pension benefits will not be
less than the amount accrued as of December 31, 1993 under the pre-amended plan.

To the extent that benefits under the qualified plan exceed limits
established by the Internal Revenue Code of 1986, as amended (the 'Code'), they
are payable under the Excess Benefit and Compensation Cap Plan of Witco
Corporation (the 'Excess Plan') which provides for the payment of benefits in
excess of certain limitations imposed by the provisions of the Employee
Retirement Income Security Act of 1974, as amended ('ERISA'), or limitations on
compensation or benefits that may be imposed by the Code.

The following table illustrates the estimated annual benefits payable to an
employee, including those named in the Summary Compensation Table on page 11,
under the qualified and excess plans. These estimates assume continued
employment until the normal date of retirement at age 65, and are based on a
straight-life annuity form of retirement income. Amounts shown in the table will
be reduced by the Social Security offset.

<TABLE>
<CAPTION>
YEARS OF SERVICE
FINAL -------------------------------------------------------------------------------------
AVERAGE PAY 10 15 20 25 30 35 40
- ----------- ------- -------- -------- -------- -------- -------- --------

As of December 31, 1994, Messrs. Toller, Mahoney, Fullwood, Seward and Katz
had completed 9, 14, 7, 18, and 29 years of credited service, respectively.

<PAGE>
Supplemental Executive Retirement Plan

The Company has a Supplemental Executive Retirement Plan (the 'SERP') and
participants in the plan are or have been corporate officers selected by the
Board of Directors. The SERP supplements coverage under the Company's pension
plan and provides a participant, who retires at or after age 65, with 50% of his
average base salary plus bonuses (averaged over three years preceding
retirement) less amounts paid under the pension plan, the Excess Plan and 50% of
Social Security benefit.

Estimated annual target retirement benefits under all Retirement Plans
including the Supplemental Executive Retirement Plan, payable as a 50% Joint and
Survivor annuity or 15 year certain annuity (if unmarried) at age 65 are as
follows, assuming future base salary and bonus remain at current levels: Mr.
Toller $432,500, Mr. Mahoney $337,400, Mr. Fullwood $215,900, Mr. Seward
$149,300, and Mr. Katz $148,100. Mr. Andreuzzi currently receives $272,470
annually pursuant to his retirement effective August 1, 1994.

In the event of death, the Company will pay a benefit to the executive's
beneficiary.

In the event of the actual or constructive termination of employment of a
participant within three years after a change in control, as defined in the
SERP, he will be entitled to a lump-sum payable in cash equal to three times his
average total pay (averaged over five years) less $1.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During the fiscal year ended December 31, 1994, the Organization and
Compensation Committee (the 'Committee') was composed of Messrs. Ashe, Burns,
Grant, Hohn and Samuel. All members of the Committee participated in decisions
related to compensation of the Company's executive officers.

Prior to his retirement in May 1986, Mr. Ashe was President and Chief
Operating Officer of the Company.

Mr. Hohn is Chairman of the Board and Chief Executive Officer of New York
Life Insurance Company. This firm has issued guaranteed investment contracts for
Witco's Employee Retirement Savings Plan in the past and may provide services
during 1995.

No executive officer of the Company served as a director or member of a
compensation committee of another entity, one of whose executive officers served
as a director or on the Committee of the Company.

REPORT OF THE ORGANIZATION AND COMPENSATION COMMITTEE

This report describes the role of the Organization and Compensation
Committee and provides an overview of the Company's executive compensation
philosophy. The report also describes how the executive compensation program was
administered in 1994 with specific emphasis on the Committee's decisions
affecting the compensation of the chief executive officer.

THE COMMITTEE'S ROLE

The Committee reviews and approves each element of the Company's executive
compensation program and periodically assesses the effectiveness of the program
as a whole. This program covers the chief executive officer, the five other
named executive officers, and all other executive officers of the Company.
Specifically, the Committee approves the salaries of all executive officers,
cash awards under the Company's Officers' Annual Incentive Program, the grant of
stock options under the Stock Option Plan, and the provision of any special
benefits or perquisites to executive officers. In addition to approving salaries
and grants for individual executive officers, the Committee also reviews the
aggregate

<PAGE>
expenditure of funds for cash incentives, the aggregate allocation of shares for
proposed stock option plans, and the ongoing operation of the executive
compensation program described above. In addition, the Committee periodically
reviews the design of each component of the executive compensation program and
considers alternatives which may better meet the Company's objectives.

To carry out its responsibilities, the Committee's five non-employee
directors met 5 times during 1994.

OBJECTIVES OF THE EXECUTIVE COMPENSATION PROGRAM

The two principal objectives of the Company's executive compensation
program are to:

-- Provide competitive total compensation opportunities that will
serve to attract and retain highly qualified executives who can
achieve the long-term financial and strategic goals of the Company
and produce increased value for shareholders.

-- Provide a comprehensive compensation program which emphasizes the
pay-for-performance philosophy of the Company by integrating
executive compensation with short and long-term performance goals
of the Company and its key business units and rewarding each
executive's individual initiative and achievements.

With respect to the first objective, it is the Committee's intention to set
total compensation opportunity levels which are competitive with a comparison
group of chemical and petroleum product companies and other major
publicly-traded companies of similar size and complexity (the 'Comparison
Group') because the Committee believes that the relevant market for executive
talent is broader than those companies against which it directly competes. The
Committee regularly reviews information derived from various sources, including
proxy statements, industry surveys, and external compensation consultants. Thus,
the companies included in the Comparison Group are not the same as the companies
represented in the published industry indexes in the Comparison of Five-Year
Cumulative Total Return graph included in this Proxy Statement.

The Committee examines specific salary and incentive target recommendations
for each executive officer based on the requirements, responsibilities, and
specific goals for each position. In general, it is the Committee's intention to
target base salary, incentive compensation, and stock option grants to the
median compensation levels of the Comparison Group when the Company is operating
at fully acceptable levels of performance.

With respect to the second objective, the Company's executive compensation
programs are designed to place a significant portion of the total compensation
opportunity at risk. The two principal incentive programs of the Company, the
Officers' Annual Incentive Program ('OAIP') and the Stock Option Plan ('SOP'),
use different performance measures and periods to create a significant variable
opportunity linking total compensation to a broad range of performance
parameters.

It is the general intention of the Committee to attempt to assure that
executive compensation will meet the requirements for deductibility under
Section 162(m) of the Code. That provision establishes a limit on the
deductibility of annual compensation for certain executive officers which
exceeds $1,000,000. The Committee has directed the Company's management to
review executive compensation arrangements and employee benefit plans with a
view to determining the procedures and changes necessary to comply with this
provision of the Code. However, the Committee reserves the right, under
appropriate circumstances and where merited by individual performance, to
nevertheless authorize compensation payments which may not, in a specific case,
be fully deductible by the Company.

<PAGE>
OVERVIEW OF EXECUTIVE COMPENSATION AND 1994 COMMITTEE ACTIONS

As indicated above, the Company's executive compensation program has three
principal components: base salary, annual cash incentives under the OAIP, and
stock options under the SOP. The Committee's decisions and actions during 1994
with respect to each of these components are discussed below.

THE BASE SALARY PROGRAM

The base salary program is intended to provide base salary levels that are
externally competitive and internally equitable, and to reflect each executive
officer's sustained performance and cumulative contribution to the Company. The
current salary of each executive officer is compared to salary surveys and proxy
data for similar positions having approximately the same scope of
responsibility. Each executive officer's individual performance is then reviewed
to arrive at a merit increase determination. These merit increases are then
reviewed within the context of the total merit increase budget to determine
reasonableness. In 1994, merit increases for individual executive officers of
the Company ranged from 0% to 8.8% of base salary producing an average merit
increase of 5.6% for all executive officers of the Company. This analysis is
necessarily a subjective process which utilizes no specific weighting or formula
with respect to the described factors in determining the base salaries of
executive officers.

THE OFFICERS' ANNUAL INCENTIVE PROGRAM

The OAIP provides for annual cash incentive compensation based on various
performance measures for executive officer positions. Bonus awards are paid
under the OAIP only if performance exceeds a predetermined performance target
reflecting minimally acceptable performance. The minimum or threshold level of
performance, which provides a basic award of 50% of the target payout, is set at
80% of the performance target. If actual results fall short of this threshold no
incentive compensation is paid to executive officers. Target payouts under the
plan are made if fully acceptable performance is achieved. Maximum payouts can
exceed target payouts by 50% or more if outstanding levels of performance are
achieved.

For Management Committee members (which include five of the six named
executive officers, one of whom is the chief executive officer), the most
important performance criterion is the achievement of an earnings per share
('EPS') target. An annual EPS target is recommended by the Committee and
approved annually by the entire Board for strategic and financial planning
purposes. By setting EPS targets at levels which will be difficult to reach, the
Committee assures that executive pay is truly at risk and that compensation will
bear a strong relationship to corporate performance. Primary EPS (the primary
performance measure for OAIP awards for Management Committee members) is
adjusted by a 'supplementary performance multiplier' determined by the
Committee. In most years, the multiplier is intended to reflect the Committee's
subjective assessment of the Management Committee's performance as a team in
areas that may not be fully reflected in current EPS results. These areas
include the strategic positioning of the Company, the quality of the Company's
products, social and environmental responsibility initiatives, and the efficient
use of capital. Usually the multiplier can increase or decrease the basic award
by up to 20%. The Committee may, in special circumstances, recognize an
exceptional individual contribution. This year, in the Committee's judgment, Mr.
Toller merited a 30% multiplier due to the long-term impact of his
accomplishments which is not necessarily reflected in current EPS. He has led
the Company through successful acquisitions and divestitures and established a
global marketing and manufacturing presence. All of the named executive officers
were Management

<PAGE>
Committee members during 1994 except for Mr. Katz, who is included in the group
discussed immediately below. Although he is a member of the Management
Committee, Mr. Seward's primary performance measure is the operating results for
the Diversified Products Group.

For Messrs. Katz and Seward and other executive officers having direct
responsibility for the profitability of a business unit, the primary performance
measure is the operating income for their assigned business units. Operating
income targets for each business unit are consistent with and contribute to the
Company's overall EPS target. Awards for this group are adjusted by two
multipliers, each of which can increase or decrease the basic award by 20%. One
is based on the Company's overall EPS performance and the other is based on
personal performance factors which may not be reflected in financial results.
For executive officers having staff responsibilities, the basic performance
measure is EPS. Basic awards can be increased or decreased up to 30% to reflect
personal performance factors and contributions.

For the 1994 OAIP bonus awards, the EPS target was adjusted by the
Committee to reflect the fact that certain items did not pertain to the
operating performance of the Company in that year. On this basis, EPS
performance fell below the target level of performance (which would generate
target basic awards), but exceeded the threshold level of performance (which
would generate minimum basic awards under the plan). In addition, operating
income for certain of the business units of the Company exceeded operating
income targets, but other business units' operating income was insufficient to
trigger minimum OAIP awards.

STOCK OPTION PLAN

The SOP is designed to reward executive officers and other key employees
directly for appreciation in the long-term price of the Company's stock. The
plan directly links the compensation of executive officers to gains by the
shareholders and encourages executive officers to adopt a strong stakeholder
orientation in their work. The SOP also places what can be a significant element
of compensation at risk because the options have no value unless there is
appreciation over time in the value of Company stock.

In 1992 shareholders approved the 1992 Stock Option Plan for Employees (the
'Plan'), which replaced all earlier stock option plans in effect. The Plan
enables the Committee to grant both incentive stock options (as defined under
Section 422 of the Code) and non-qualified stock options. Stock options are the
only form of long-term incentive compensation currently used by the Company.
However, the Committee periodically assesses the relative merits of alternative
approaches to long-term incentives and may at some future time introduce other
long-term incentives to either supplement or replace stock options.

With the understanding that the value (if any) of stock options is based on
future performance, the Committee bases annual stock option grants on median
levels of expected value for long-term incentive grants among Comparison Group
companies and other comparable corporate employers. The Committee periodically
reviews the practices, grant levels, and grant values of the Comparison Group to
ensure the plan continues to meet the Company's objectives. Although options are
intended to reward future performance more than past or current performance, the
Committee reserves the right to adjust annual grants in light of unusually poor
or exceptional corporate or individual performance.

COMPENSATION OF THE CHIEF EXECUTIVE OFFICER

In determining the appropriate level of total compensation for Mr. Toller,
the Company's chief executive officer, the Committee reviewed the internal
compensation levels of the Company, total

<PAGE>
compensation packages provided to other chief executive officers in the
Comparison Group and the Company's short and long-term financial and strategic
performance.

In determining Mr. Toller's 1994 base salary and merit increase, the
Committee took into account the Company's continued expansion of its global
manufacturing and marketing presence, and increases in the Company's total level
of sales and return on equity. In 1993, total sales increased by 23.9% from 1992
levels and return on equity before adjustments for non-recurring items was 13.2%
compared with 10.8% in 1992. In addition, the Committee considered Mr. Toller's
outstanding individual performance, including his contributions to the
continuing success and increased value of the Company and his social and
environmental leadership. An analysis of base salaries of other chief executive
officers in the Comparison Group indicated his pay was slightly below the
median. Based on its consideration of all of these factors, the Committee
awarded Mr. Toller a base salary of $590,000, reflecting a merit increase of
8.3%.

The Committee also approved an OAIP award of $430,100 for Mr. Toller for
performance in 1994. This award was based on the Company's EPS performance,
which fell below the target level of performance but exceeded the threshold
level of performance thus generating a minimum basic award less than the target
award, per the terms of the plan. This award was adjusted by the Committee's
assessment of the long-term impact of Mr. Toller's accomplishments, which is not
necessarily reflected in current EPS. The Committee considered the achievement
of various non-financial goals of the Company referred to above and the
successful divestiture program.

In addition, on June 7, 1994 the Committee approved a stock option grant of
125,000 shares to Mr. Toller pursuant to the provisions of the Plan. In
determining the total amount of options to be granted to Mr. Toller, the
Committee assessed grant values provided to other chief executive officers in
the Comparison Group, the success of the Company in achieving its financial and
strategic performance goals and the individual performance of Mr. Toller. The
Committee believes that this award will further serve to place Mr. Toller's
compensation at risk while providing the potential for significant gain only if
the Company's shareholders also participate in an appreciation in their
investment.

SUMMARY

The Committee believes that the executive compensation program continues to
attract and retain the executive resources needed to maximize shareholder
returns. The emphasis on compensation incentives, which address both long-term
and annual performance as well as both financial and stock performance, ensures
that the program functions in the best interests of the Company's shareholders.

SUBMITTED BY THE ORGANIZATION AND COMPENSATION COMMITTEE OF THE BOARD OF
DIRECTORS:

<TABLE>
<S> <C>
William R. Grant, Chairman Harry G. Hohn
William J. Ashe Dan J. Samuel
William G. Burns
</TABLE>

<PAGE>
PERFORMANCE GRAPH

The following chart compares the yearly percentage change in the cumulative
total shareholder return on the Company's Common Stock during the five fiscal
years ended December 31, 1994 with the cumulative total return on the S&P 500
Stock Index and the S&P Chemicals and Specialty Chemicals Indices. The year-end
investment values are shown beneath the graph.

WITCO CORPORATION
Comparison of 5-Year Cumulative Total Return:
S&P 500, S&P Chemicals, S&P Specialty Chemicals
Value of $100 Invested on December 31, 1989

[PERFORMANCE GRAPH]

<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994
FISCAL YEARS ENDED DECEMBER 31
<S> <C> <C> <C> <C> <C> <C>
WITCO $100 $85 $121 $150 $198 $158
S&P CHEMICALS $100 $85 $111 $121 $136 $157
S&P SPECIALTY CHEMICALS $100 $96 $136 $144 $164 $143
S&P 500 $100 $87 $126 $136 $150 $152

COMPANIES IN INDICES WEIGHTED BY MARKET
CAPITALIZATION; INDEXED TO 100 AT 12/31/89.
ALL DIVIDENDS REINVESTED OVER PERIOD.
</TABLE>

The Stock Price Performance Graph above and the foregoing Organization and
Compensation Committee Report shall not be deemed incorporated by reference by
any general statement incorporating by reference this proxy statement into any
filing under the Securities Act of 1933 or under the Securities Exchange Act of
1934, except to the extent Witco Corporation specifically incorporates this
information by reference, and shall not otherwise be deemed filed under such
Acts.

<PAGE>
PROPOSAL 2

PROPOSAL TO APPROVE ADOPTION OF THE 1995 STOCK OPTION PLAN FOR EMPLOYEES OF
WITCO CORPORATION AND ITS SUBSIDIARIES

As of January 31, 1995, there were 539,660 options available for grant
under the 1992 Stock Option Plan. The Company's Stock Option Plan is designed to
reward executive officers and other key employees directly for appreciation in
the long-term price of the Company's stock. The plan directly links the
compensation of executive officers to gains by the shareholders and encourages
executive officers to adopt a strong stakeholder orientation in their work. The
Stock Option Plan also places what can be a significant element of compensation
at risk because the options have no value unless there is appreciation over time
in the value of Company stock.

As it is the general practice of the Company to grant stock options
annually, the Organization and Compensation Committee (the 'Committee') has
determined that the remaining options available for grant may be insufficient
for granting future options to retain and attract officers and other key
employees. As such, the Committee believes it would be in the best interests of
the Company to adopt a new stock option plan.

Accordingly, upon the recommendation of the Committee, the Board of
Directors adopted the 1995 Stock Option Plan for Employees of Witco Corporation
and its Subsidiaries (the 'Plan') on March 2, 1995, subject to the approval of
the shareholders. A copy of the Plan is annexed to the Proxy Statement as
Exhibit A and should be read in its entirety. The following is a brief summary
of significant provisions of the Plan.

The Committee may grant options to the officers and other key employees of
the Company and its Subsidiaries to purchase up to 2,600,000 shares of the
Company's Common Stock at a price which may not be less than fair market value
(as defined in the Plan) of the Common Stock on the date the option is granted;
provided, however, that no person shall be granted options for more than
1,300,000 shares during the term of the Plan. The Plan permits the Committee
administering the Plan to grant either incentive stock options, as defined in
Section 422 of the Internal Revenue Code of 1986, as amended (the 'Code'), or
nonqualified stock options which do not meet the requirements of incentive stock
options, or both. As of March 2, 1995, the fair market value of the Common Stock
was $28.875 per share. Options under the Plan may not be granted after March 1,
2005.

The Plan will be administered by the Committee, which will consist of
non-employee Directors (not less than three) appointed by the Board of
Directors. Members of the Committee are not eligible to receive options. The
Committee determines, subject to the terms of the Plan, the individuals to whom
options shall be granted, the time at which options shall be granted, the number
of options granted to each individual, the option price per share, and all other
matters necessary for administration of the Plan.

No option may be exercised after the expiration of ten years from the date
it is granted. If the optionee and the Company agree to the amendment of an
incentive stock option agreement in a manner which grants the employee
additional benefits, the amendment is deemed to be a grant of a new option, and
if the requirements for incentive stock option treatment are not met at that
time, the option will no longer qualify as an incentive stock option. The Plan
also contains provisions concerning the exercisability of stock options upon the
optionee's retirement, permanent and total disability, death or other
termination of employment. Unless otherwise determined by the Committee, an
option may not be exercised until one year following the date of grant, at which
time 20% of the shares subject to the

<PAGE>
option become exercisable and an additional 20% become exercisable on each of
the four succeeding anniversaries as long as the optionee continues to be
employed by the Company.

The Plan provides that the options shall be exercisable in full for a
period of thirty (30) days following the date of a change in control of the
Company, unless exempted by the Committee, or commencing on the date of
shareholder approval of an agreement providing for a merger in which the Company
will not remain independent. All options outstanding at the end of the
thirty-day period are to be surrendered to the Company for cancellation in
exchange for a cash settlement payment. The change in control provisions of the
Plan may be deemed anti-takeover provisions in that they may result in
increasing the cost of any proposed takeover by (i) providing a mechanism for
increasing the number of shares of Common Stock outstanding, (ii) providing that
exercisabilty of options granted pursuant to the Plan may be accelerated in
certain events and (iii) providing for payment of cash in settlement of
outstanding options.

Payment for shares of Common Stock of the Company upon exercise of a stock
option may be made in cash, or in such other form of consideration, as deemed
appropriate by the Committee (including cashless exercise procedures), or shares
of Common Stock, or a combination of cash and shares of Common Stock.

The Plan is subject to amendment or termination by the Board of Directors,
as deemed in the best interest of the Company, without shareholder approval;
provided, however, that unless shareholders shall first approve thereof, no such
amendment shall be effective for which shareholder approval is required in order
to satisfy the requirements of Rule 16b-3 of the Securities Exchange Act of
1934, the Code, the New York Stock Exchange, or any applicable state law.

FEDERAL INCOME TAX CONSEQUENCES

Under current tax law, there are no Federal income tax consequences to
either the employee or the Company on the grant of nonqualified stock options.
Upon exercise of a nonqualified stock option, the excess of the fair market
value of the shares subject to the option over the option price ('Spread') at
the date of exercise is taxable as ordinary income to the optionee in the year
it is exercised and is deductible by the Company for Federal income tax
purposes. The optionee's basis in the shares will be equal to the fair market
value on the date of exercise and the holding period commences on such date.

Incentive stock option holders incur no regular Federal income tax
liability at the time of grant or upon exercise of such option. However, upon
exercise, the Spread will be included as alternative minimum taxable income
which may give rise to 'alternative minimum tax' liability. An optionee's basis
in the shares received on exercise of an incentive stock option will be the
option price of such shares for regular income tax purposes. No deduction is
allowable to the Company for Federal income tax purposes in connection with the
grant or exercise of such option.

If the holder of shares acquired through exercise of an incentive stock
option sells such shares, within two years of the date of grant of such option
or within one year from the date of exercise of such option (a 'Disqualifying
Disposition'), the optionee will realize income taxable at ordinary rates.
Ordinary income is reportable during the year of such sale equal to the
difference between the option price and the fair market value of the shares at
the date the option is exercised, but the amount includable as ordinary income
shall not exceed the excess, if any, of the proceeds of sale over the option
price. In addition to ordinary income, a Disqualifying Disposition may result in
taxable income subject to capital gains treatment, if the sales proceeds exceed
the optionee's basis in the shares (i.e. the option

<PAGE>
price plus the amount includable as ordinary income). The amount of the
optionee's taxable ordinary income will be deductible by the Company in the year
of the Disqualifying Disposition.

Shares delivered to pay for shares purchased on the exercise of an
incentive stock option or nonqualified stock option will be valued at the fair
market value at the date of exercise. Unless the delivery of shares constitutes
a Disqualifying Disposition of shares acquired upon exercise of an incentive
stock option, no taxable gain or loss on the surrendered shares will be realized
at that time. For Federal income tax purposes, the optionee receives a basis and
holding period in the same number of new shares equal to his original tax basis
and holding period in the old shares exchanged. The optionee also receives
additional shares equal in value to the aggregate Spread which have a zero tax
basis in the case of an incentive stock option or a tax basis equal to the fair
market value at the date of exercise in the case of a nonqualified stock option
and a new holding period in either case.

At the time of the sale of those shares received upon the exercise of an
option (other than a Disqualifying Disposition of shares received upon the
exercise of an incentive stock option), any gain or loss is long-term or
short-term capital gain or loss, depending upon the holding period. The holding
period for long-term capital gain or loss treatment is more than one (1) year.

The affirmative vote of the holders of a majority of the shares having
voting power present in person or represented by proxy at the meeting is
required to approve the adoption of the Plan.

THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT SHAREHOLDERS VOTE FOR
THIS PROPOSAL TO APPROVE THE ADOPTION OF THE 1995 STOCK OPTION PLAN FOR
EMPLOYEES OF WITCO CORPORATION AND ITS SUBSIDIARIES.

PROPOSAL 3
PROPOSED RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS

The Board of Directors has appointed Ernst & Young LLP as the independent
auditors to examine the accounts of the Company for the 1995 fiscal year. Ernst
& Young LLP has been serving the Company in this capacity for many years. In the
event that ratification of this selection of auditors is not approved by the
affirmative vote of a majority of the shares voting on the proposal, the
selection of independent auditors will be reconsidered by the Board of
Directors.

A member of Ernst & Young LLP is expected to be in attendance at the Annual
Meeting with the opportunity to make a statement and respond to questions.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE
APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS.

SHAREHOLDER PROPOSALS

If any shareholder intends to present a proposal to the Company for
inclusion in its proxy statement relating to the annual meeting of shareholders
to be held in April 1996, or wishes to recommend nominees to the Board of
Directors, such proposal, in writing and addressed to the Secretary, must be
received by the Company no later than November 28, 1995. A shareholder may bring
other business before an annual meeting by giving written notice of such
proposed business, either by personal delivery or by United States mail, either
certified or registered, return receipt requested, to the Secretary of the
Company at least ninety days prior to the anniversary date of the last annual
meeting

<PAGE>
held or not later than ten days after notice of public disclosure of the date of
the annual meeting is given or made to shareholders, whichever date is earlier.
Such notice shall set forth as to each item of business the shareholder proposes
to bring before the annual meeting (i) a brief description of such item of
business and the reasons for conducting it at the meeting and, in the event that
such item of business includes a proposal to amend either the certificate of
incorporation of the Company or the by-laws, the language of the proposed
amendment, (ii) the name and address of the shareholder proposing such item of
business, (iii) a representation that the shareholder is a holder of record of
stock of the Company entitled to vote at such meeting having a market value of
at least one thousand dollars and intends to appear in person or by proxy at the
meeting to propose such item of business, and (iv) any material interest of the
shareholder in such item of business. Only business which has been properly
brought before an annual meeting of shareholders in accordance with the by-laws
shall be conducted at such meeting, and the Chairman of such meeting may refuse
to permit any business to be brought before such meeting which has not been
properly brought before it in accordance with the by-laws.

By order of the Board of Directors,

Dustan E. McCoy
Vice President,
General Counsel
and Corporate Secretary

March 27, 1995

<PAGE>
EXHIBIT A

1995 STOCK OPTION PLAN FOR EMPLOYEES
OF
WITCO CORPORATION AND ITS SUBSIDIARIES

------------------------

To be approved by Shareholders on April 26, 1995

SECTION 1. ESTABLISHMENT.

Witco Corporation hereby establishes the 1995 Stock Option Plan for
Employees of Witco Corporation and its Subsidiaries.

SECTION 2. PURPOSE.

The purpose of the Plan is to: (a) create a strong and clear link between
rewards for key employees of the Company and its subsidiaries and the creation
of value for the Company's shareholders; (b) attract and retain the highest
caliber employees for key positions by insuring that the Company's total
compensation opportunities are fully comparable to opportunity levels among
competing employers; and (c) promote a stakeholder orientation among employees
in key positions by providing a meaningful opportunity to own shares of the
Company.

SECTION 3. DEFINITIONS.

(a) Affiliate means (a) any corporation that is a member of the 'controlled
group of corporations' that includes the Company, determined in accordance with
the Code Section 1563(a) without regard to Code Sections 1563(a)(4) and
(e)(3)(C), and (b) any organization that is part of a group of trades or
businesses under common control pursuant to Code Section 414(b) that includes
the Company.

(b) Board of Directors shall mean the Board of Directors of the Company.

(i) any 'person', as such term is used in Sections 3(a)(9) and
13(d)(3) of the Exchange Act, other than an Affiliate or any employee
benefit plan sponsored by the Company or an Affiliate becomes a 'beneficial
owner', as such term is used in Rule 13d-3 promulgated under the Exchange
Act, of 20% or more of the 'Voting Stock' (which means the capital stock of
any class or classes of the Company having general voting power under
ordinary circumstances, in the absence of contingencies, to elect the
directors of such corporation) of the Company;

(ii) 33 1/3% of the Board of Directors consists of individuals other
than the members of the Board of Directors on January 1, 1994 (the
'Incumbent Directors'); provided, however, that any person becoming a
director subsequent to such date whose election or nomination for election
was approved by two-thirds (but in no event less than two) of the directors
who at the time of such election or nomination comprise the Incumbent
Directors shall, for purposes of this Plan, be considered an Incumbent
Director;

(iii) the Company adopts any plan of liquidation providing for the
distribution of all or substantially all of its assets;

A-1

<PAGE>
(iv) the Company combines with another company (whether or not the
Company is the surviving corporation) and immediately after the
combination, the shareholders of the Company immediately prior to the
combination (other than shareholders who, immediately prior to the
combination, were 'affiliates' of such other company, as such term is
defined in the rules of the Securities and Exchange Commission) do not
beneficially own, directly or indirectly, more than 20% of the Voting Stock
of the combined company; or

(v) any sale, lease, exchange or other transfer (in one transaction or
a series of related transactions) of all, or substantially all, the assets
of the Company occurs.

(d) Code shall mean the Internal Revenue Code of 1986, together with any
applicable amendments. References to Sections of the Code shall refer to any
corresponding provisions of subsequent legislation.

(e) Committee shall mean the Organization and Compensation Committee of the
Board of Directors composed and acting as described in Section 4.

(f) Company shall mean Witco Corporation, a Delaware corporation.

(g) Date of Exercise shall mean the date on which both the payment of the
Option Price and written request for the Shares to be purchased are received by
the Secretary of the Company.

(h) Date of Grant shall mean the date the Option is granted pursuant to the
provisions of Section 13.

(i) Effective Date shall have the meaning set forth in Section 12.

(j) Exchange Act shall mean the Securities Exchange Act of 1934, as amended
from time to time, or any successor statute.

(k) Fair Market Value shall mean the closing price of the Shares on the New
York Stock Exchange -- Composite Transactions Tape on the applicable valuation
date or, if no trade of the Shares shall have been made on that day, the next
preceding day on which there was a trade of the Shares.

(l) Incentive Stock Option shall mean an Option meeting the requirements of
Section 422 of the Code.

(m) Nonqualified Stock Option shall mean all Options which are not
Incentive Stock Options.

(n) Option or Options shall mean the Option or Options to purchase Shares
granted pursuant to the provisions of this Plan and evidenced in the Optionee's
Stock Option Agreement.

(o) Optionee shall mean the officer or other key employee to whom an Option
is granted.

(p) Option Price shall mean the price per Share which the Optionee must pay
to purchase Shares pursuant to an Option, as determined under the Plan and set
forth in the Optionee's Stock Option Agreement.

(q) Plan shall mean the 1995 Stock Option Plan for Employees of Witco
Corporation and its Subsidiaries, as presently adopted and as amended from time
to time.

(r) Shares shall mean shares of the common stock of the Company ($5.00 par
value), or in the event that the outstanding shares of the common stock of the
Company are hereafter changed into or exchanged for shares of a different stock
or securities of the Company or some other corporation, then such other stock or
securities.

A-2

<PAGE>
(s) Stock Option Agreement, which is dated as of the Date of Grant, shall
mean the agreement between the Company and the Optionee under which the Optionee
may purchase Shares pursuant to the Plan.

(t) Subsidiaries or Subsidiary shall mean all Subsidiaries or any
Subsidiary as such term is defined in Section 424(f) of the Code.

SECTION 4. ADMINISTRATION.

The Plan shall be administered by the Committee, which shall consist of
three or more persons who shall be members of the Board of Directors and who
shall be disinterested persons as defined from time to time in Rule 16b-3
promulgated by the Securities and Exchange Commission pursuant to the Exchange
Act. The Committee shall be appointed by the Board of Directors, which may from
time to time appoint members of the Committee in substitution for members
previously appointed and may fill vacancies, however caused, in the Committee.

The Committee will, in its discretion, determine (subject to the terms of
the Plan) the officers and other key employees to be granted Options, the time
or times at which Options shall be granted, and the number of Shares subject to
each Option, whether the Options are Incentive Stock Options or Nonqualified
Stock Options, and the manner in which Options may be exercised. In making such
determination, the Committee may take into consideration the value of the
services rendered by the respective individuals, their present and potential
contributions to the success of the Company and its Subsidiaries and such other
factors which the Committee may deem relevant in accomplishing the purpose of
the Plan.

The Committee shall hold its meetings at such times and places as it may
determine. A majority of the Committee shall constitute a quorum and the acts of
a majority of the members present at any meeting at which a quorum is present,
or acts approved in writing by a majority of the Committee, shall be deemed the
acts of the Committee. The Company shall grant Options under the Plan in
accordance with determinations made by the Committee pursuant to the provisions
of the Plan. The Committee from time to time may adopt (and thereafter amend and
rescind) such rules and provisions for carrying out the Plan and take such
action in the administration of the Plan, not inconsistent with the provisions
hereof, as it shall deem proper. The interpretation and construction of any
provisions of the Plan by the Committee shall, unless otherwise determined by
the Board of Directors, be final and conclusive. No member of the Board of
Directors or the Committee shall be liable for any action or determination made
in good faith with respect to the Plan or any Option granted thereunder.

SECTION 5. OPTION SHARES.

The maximum number of Shares which may be issued upon exercise of Options
under the Plan shall not exceed 2,600,000 Shares (subject to adjustment as
provided in Section 10). Notwithstanding any other provision in the Plan, no
person shall be granted Options for more than 1,300,000 shares (subject to
adjustment as provided in Section 10) during the term of this Plan. The Shares
issued under the Plan may be either issued Shares reacquired by the Company at
any time and held in its Treasury or authorized but unissued Shares, as the
Board of Directors from time to time may determine.

In the event that any outstanding Options under the Plan for any reason
expire or are terminated, the Shares allocable to the unexercised portion of all
of such Options shall again be available for the future grant of an Option or
Options under the Plan.

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<PAGE>
SECTION 6. ELIGIBILITY.

Options will be granted only to persons who are key employees of the
Company or its Subsidiaries. The term 'employees' shall include officers as well
as other key employees of the Company or any Subsidiary and shall include
directors who are also employees of the Company or any Subsidiary.

No Incentive Stock Option may be granted to any individual who, on the Date
of Grant, owns (within the meaning of Section 422(b)(6) of the Code) directly or
indirectly stock of the Company possessing more than ten percent (10%) of the
total combined voting power or value of all classes of stock of the Company or
any Subsidiary. For purposes of the preceding sentence, direct or indirect
ownership shall be determined in accordance with the attribution rules of
Section 424(d) of the Code.

An individual may be granted more than one Option but only on the terms and
subject to the restrictions hereinafter set forth. No person shall be eligible
to receive an Option for a larger number of Shares than is recommended for such
individual by the Committee.

SECTION 7. LIMITATION APPLICABLE ONLY TO INCENTIVE STOCK OPTIONS.

To the extent that the aggregate Fair Market Value of the Shares determined
as of the Date of Grant with respect to which Incentive Stock Options
(determined without regard to this sentence) are granted to an Optionee after
1986 and are exercisable for the first time by an Optionee in any calendar year
(under all plans of the Company and its Subsidiaries) exceeds $100,000 (or such
other maximum amount which may hereafter be specified under Section 422 of the
Code), such Options shall be treated as Options which are not Incentive Stock
Options by taking such Options into account in the order in which granted.

SECTION 8. TERMS AND CONDITIONS OF OPTIONS.

Each Option granted under the Plan shall be evidenced by a Stock Option
Agreement containing such terms and conditions, not inconsistent with the Plan,
as the Committee shall determine, provided that such Stock Option Agreement
shall clearly and separately identify Nonqualified Stock Options and Incentive
Stock Options and that the substance of the following terms and conditions shall
be included therein:

(a) Option Price. The Option Price at which each Share covered by such
Option may be purchased shall be determined by the Committee and shall be
no less than 100 percent (100%) of the Fair Market Value of the Shares on
the Date of Grant.

(b) Nontransferable. The Option shall not be transferable by the
Optionee otherwise than by will or by the laws of descent and distribution
and may be exercised, during the Optionee's lifetime, only by the Optionee.

(c) Exercise After Termination of Employment. Except as provided
hereafter in this paragraph (c), only those Options exercisable as of the
date of the Optionee's termination of employment (determined after
application of paragraph (g) hereof) may be exercised, and such Options
shall be exercisable during the ninety (90) day period following such
termination, provided that in no event shall Options be exercisable after
the expiration of ten (10) years from the Date of Grant or such earlier
date as may be specified hereunder. Options granted under the Plan shall
not be affected by any change of duties or position so long as the Optionee
continues to be an employee of the Company or any Subsidiary.
Notwithstanding the foregoing provisions of this paragraph (c), upon

A-4

<PAGE>
termination of employment by (i) early retirement or normal retirement by
an Optionee, each as determined pursuant to the Witco Corporation
Retirement Plan, (ii) death or (iii) disability as determined pursuant to
the Witco Corporation Long Term Disability Plan, any Option which would
otherwise not then be exercisable shall become immediately exercisable and
such Options shall be exercisable during the three (3) year period
following such termination; provided, however, that except in the case of
the death of the Optionee, the exercise of any Incentive Stock Option shall
qualify for Incentive Stock Option treatment only if the Optionee has been
an employee of the Company or any Subsidiary at all times during the period
beginning with the Date of Grant and ending on the day three (3) months (or
one (1) year in the case of an Optionee permanently and totally disabled as
defined in Section 22(e)(3) of the Code) before the Date of Exercise of
such Option. In the event of any question regarding the meaning of the
terms 'termination', 'early retirement', 'normal retirement' or
'disability' the determination of the Committee shall be final and binding.
If any Optionee who has terminated employment for a reason other than death
shall die holding an Option that is not fully exercised, such Option may be
exercised, to the extent it could have been exercised by the decendent, at
any time within the greater of one year after such date of death or the
remainder of the period in which the Optionee could have exercised the
Option had he or she not died, but in no event beyond the original term of
the Option.

(d) Term of Option. No Option shall be exercisable prior to six (6)
months after the Date of Grant or the date of shareholder approval of the
Plan, whichever is later, or after (i) the expiration of ten (10) years
from the Date of Grant or (ii) such earlier date as may be specified
hereunder.

(e) Death of Optionee. In the event of the death of an Optionee, any
Option theretofore granted to such person which is then exercisable as
provided in paragraph (c) shall be exercisable only by the executor or
administrator of the Optionee's estate or by the person or persons to whom
the Optionee's rights under the Option shall pass by the Optionee's will or
the laws of descent and distribution.

(f) No Right to Continuance of Employment. Nothing contained in the
Plan or in any Stock Option Agreement shall confer upon any Optionee any
right of continuance of employment by the Company or its Subsidiaries, nor
interfere in any way with the right of the Company or any of its
Subsidiaries to terminate the Optionee's employment or change the
Optionee's compensation at any time.

(g) Dismissal for Cause. In the event that any Optionee shall be
dismissed from the employ of the Company or any of its Subsidiaries for any
reason which the Committee determines to constitute good cause for
dismissal, the Company shall notify such Optionee of such determination and
any Option still held by such person at such time shall be canceled
effective as of the date of such Optionee's termination of employment. The
decision of the Committee as to what shall constitute good cause for
dismissal shall be final and binding upon all concerned.

SECTION 9. EXERCISE OF OPTIONS -- PURCHASE OF SHARES.

Unless otherwise determined by the Committee (subject to Section 8(d)
hereof), twenty percent (20%) of the total number of Shares subject to an Option
shall become exercisable one year from Date of Grant and twenty percent (20%) on
each of the four succeeding anniversaries, subject to the limitations imposed on
exercise in the Stock Option Agreement. An Optionee's right to purchase Shares
with respect to an Option which becomes exercisable in installments shall be
cumulative during the term of the Option. An Option shall be exercised by
payment to the Company of the Option Price

A-5

<PAGE>
accompanied by a written request specifying the number of Shares with respect to
which such Option is exercised on the Date of Exercise. However, the Company
shall not be required to issue or deliver any certificates for Shares purchased
upon the exercise of an Option prior to the completion of any registration or
other qualification of such shares under any state or federal law or rulings or
regulations of any government regulatory body, which the Company shall determine
to be necessary or advisable.

Payment of the Option Price shall be in cash, or such other consideration
as the Committee shall determine in its sole discretion, to be substantially
equivalent to cash (including cashless exercise procedures), or by surrender of
stock certificates representing like common stock of the Company having an
aggregate Fair Market Value, determined as of the Date of Exercise, equal to the
number of Shares with respect to which such Option is exercised multiplied by
the Option Price per share; provided that the Committee may impose whatever
restrictions it deems necessary or desirable with respect to the payment for
Shares by the surrender of stock certificates representing like common stock of
the Company.

No Optionee or Optionee's executor or administrator, legatees or
distributees, as the case may be, will be, or will be deemed to be, a holder of
any Shares subject to an Option unless and until a stock certificate or
certificates for such Shares are issued to such person or persons under the
terms of the Plan and Stock Option Agreement. No adjustment shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distributions or other rights for which the record date is prior to
the date such stock certificate is issued, except as provided in Section 10.

SECTION 10. CHANGE IN STOCK, ADJUSTMENTS, ETC.

In the event that the outstanding Shares are hereafter increased or
decreased or changed into, or exchanged for, a different number of shares or
kind of shares or other securities of the Company or another corporation, by
reason of reorganization, merger, consolidation, recapitalization,
reclassification, stock split-up, combination of Shares, or a dividend payable
in capital stock, appropriate adjustment shall be made by the Committee in the
number and the kind of Shares for purchase of which Options may be granted under
the Plan, including the maximum number that may be granted to any one person. In
addition, the Committee shall make appropriate adjustments in the number and in
the kind of Shares as to which outstanding Options, or portions thereof then
unexercised, shall be exercisable, to the end that the Optionee's proportionate
interest shall be maintained as before the occurrence of such event, and such
adjustment of outstanding Options shall be made without change of the total
Option Price applicable to the unexercised portion of the Option and with a
corresponding adjustment in the Option Price per share; provided, however, that
each such adjustment in the number and kind of Shares subject to the outstanding
Options, including any adjustments in the Option Price, shall be made in such
manner as not to constitute a modification as defined in Section 424(h) of the
Code. Any such adjustment made by the Committee shall be conclusive.

The grant of an Option pursuant to the Plan shall not affect in any way the
right or power of the Company to make adjustments, reclassifications,
reorganizations or changes in its capital or business structure or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part of
its business or assets.

A-6

<PAGE>
SECTION 11. DURATION, AMENDMENT AND TERMINATION.

The Board of Directors may at any time terminate the Plan or make such
amendments thereof as it shall deem advisable and in the best interest of the
Company, without further action on the part of the shareholders of the Company;
provided, however, that no such termination or amendment shall, without the
consent of the individual to whom any Option shall theretofore have been
granted, affect or impair the rights of such individual under such Option, and
provided further, that unless the shareholders of the Company shall have first
approved thereof, no amendment of the Plan shall be effective for which
shareholder approval is required in order to satisfy the requirements of Rule
16b-3 under Section 16(b) of the Exchange Act, the Code, the New York Stock
Exchange, or any other applicable laws.

It is intended that the Plan be applied and administered in compliance with
Rule 16b-3. If any provision of the Plan would be in violation of Rule 16b-3 if
applied as written, such provision shall not have effect as written and shall be
given effect so as to comply with Rule 16b-3, as determined by the Committee.
The Board of Directors is authorized to amend the plan and to make any such
modifications to Stock Option Agreements to comply with Rule 16b-3, as it may be
amended from time to time, and to make any other such amendments or
modifications as it deems necessary or appropriate to better the purposes of the
Plan in light of any amendments made to Rule 16b-3.

No Option shall be granted under the Plan after March 1, 2005, but Options
granted prior to or as of such date may extend beyond such date in accordance
with the provisions hereof.

SECTION 12. EFFECTIVE DATE OF THE PLAN.

The Plan shall be effective on the date approved by the Board of Directors
(the 'Effective Date'), subject to the approval of the Plan within twelve (12)
months of its Effective Date by the shareholders of the Company. After the
Effective Date, the Options may be granted as provided herein subject to such
subsequent shareholder approval.

SECTION 13. DATE OF GRANT.

The Date of Grant of an Option pursuant to the Plan shall be the date the
Committee's decision that an Option shall be granted becomes final or such later
date as specified by the Committee. The Company shall submit to the Optionee a
Stock Option Agreement duly executed by and on behalf of the Company, with the
request that the Optionee execute such Agreement and return it to the Secretary
of the Company within thirty (30) days after it is mailed by the Company to the
Optionee.

SECTION 14. NO OBLIGATION TO EXERCISE OPTION.

Granting of an Option shall impose no obligation on the Optionee to
exercise such Option.

SECTION 15. WITHHOLDING TAXES.

The Company's obligations to deliver Shares upon the exercise of any Option
shall be subject to applicable federal, state and local tax withholding
requirements. Accordingly, the Company may either (i) reduce the number of
Shares otherwise issuable, subject to such limitations as may be imposed by Rule
16b-3 under Section 16(b) of the Exchange Act, or (ii) require reimbursement
from the holder equal to the withholding applicable under federal, state and
local income tax laws and regulations.

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<PAGE>
SECTION 16. EFFECT OF CHANGE IN CONTROL OR TENDER OFFER.

(a) Each Stock Option Agreement entered into pursuant to the Plan shall
provide that Options granted under the Plan shall be exercisable in full for a
period of thirty (30) days following the date of a Change in Control of the
Company.

(b) A tender offer or exchange offer for shares which results in a Change
in Control shall be deemed to constitute a Tender Offer.

(c) All Options outstanding at the end of the thirty (30) day period in
subsection (a) hereof shall be surrendered to the Secretary of the Company for
cancellation in exchange for a settlement payment. The amount paid in settlement
for the surrender and cancellation of each Option shall be the higher of:

(i) the excess of the Fair Market Value of the Shares subject to
the Option (regardless of exercisability) at the end of the period
specified in subsection (a) hereof over the Option Price; or

(ii) the excess of the 'Offer Price per Share' (as hereinafter
defined), if any, of the Shares subject to the Option (regardless of
exercisability) over the Option Price.

As used in subparagraph (ii) above, the term 'Offer Price per Share' shall
mean the highest price per Share payable in any Tender Offer which was in effect
at any time during the period beginning sixty (60) days prior to the date on
which such Option was surrendered. Any securities or other property which are
part of the consideration paid for Shares in a Tender Offer shall be valued in
determining the Offer Price per Share at the valuation placed on such securities
or property by the corporation, person or other entity making the Tender Offer.

(d) The Committee at any time may exempt from the operation of subsections
(a) and (c) hereof any outstanding Option selected by the Committee or may
exempt all outstanding Options. No exemption shall, however, be effective after
payment or delivery of Shares has been made in settlement of a surrendered
Option.

(e) The Committee shall have sole discretion to determine whether
settlement payments shall be made wholly in cash, wholly in Shares or by a
combination of cash and Shares. In the event no action is taken by the Committee
to determine the method of payment, the amount due shall be paid in cash.

(f) To the extent that the exercise of an Option during the thirty (30) day
period referred to in subsection (a) above or the surrender of an Option as
provided for in subsection (c) above would result in liability under Section
16(b) of the Exchange Act to an Optionee, the Committee shall exempt from the
operation of subsections (a) and (c) hereof any such Options, pursuant to
subsection (d) above, until such time that the exercise of such Option would not
result in liability under Section 16(b) of the Exchange Act.

SECTION 17. OTHER TERMS.

Stock Option Agreements evidencing Options may contain such other
provisions, not inconsistent with the Plan, as the Committee deems advisable.

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<PAGE>
APPENDIX 1
PROXY CARD

Witco
Witco Corporation
One American Lane
Greenwich, CT 06831-2559
William R. Toller
Chairman of the Board
Chief Executive Officer

March 27, 1995

To the Shareholders of Witco Corporation:

As you know, Witco moved to a new World Headquarters in
Greenwich, Connecticut in mid 1994. We are proud to note that
for the first time in the Company's public history, the Annual
Meeting of Shareholders will be hosted at the new Witco World
Headquarters.

The 1995 Annual Meeting of Shareholders of Witco Corporation
will take place on Wednesday, April 26, 1995 beginning at 2:00
p.m. Eastern Daylight Savings Time in the offices of Witco
Corporation, One American Lane, Greenwich, Connecticut on the
3rd floor. See the reverse side of this letter for a map to
Witco's World Headquarters in Greenwich, Connecticut. The
matters to be taken up at the meeting are described in the
enclosed proxy statement.

Your vote and participation in the Annual Meeting of
Shareholders is important. Whether you plan to attend the
meeting or not, please review carefully the enclosed proxy
statement, complete the form of proxy on the reverse side, and
return the form promptly in the envelope provided.

If you do plan to attend the meeting, we look forward to seeing
you at the meeting.

Sincerely,

Chairman

FOLD AND DETACH HERE

Witco Corporation

Proxy Solicited on Behalf of the Board of Directors of the Company
for the Annual Meeting to be held April 26, 1995

The undersigned hereby appoints Michael D. Fullwood, William E.
Mahoney, Dustan E. McCoy and William R. Toller, or any one of them, as
Proxies, each with the power to appoint his substitute, and
hereby authorizes them to represent and to vote all the shares of
WITCO CORPORATION held of record by the undersigned on March 10, 1995,
with all powers the undersigned would possess if present upon the
following matters and upon any other business that may properly come
before the Annual Meeting of Shareholders to be held on Wednesday,
April 26, 1995 at 2:00 P.M., at Witco Corporation, One American Lane,
Third Floor, Greenwich, Connecticut, and at any adjournments thereof.

This proxy when properly executed will be voted as specified herein.
If no specification is made, it is the intention of the proxies to
vote FOR proposals 1, 2 and 3.

Please indicate your vote for the election of Directors on the
reverse. The nominees are:

William J. Ashe, William G. Burns, William E. Mahoney, L. John Polite,
Jr. and William Wishnick

Please sign the reverse side of this proxy and return it promptly whether or
not you expect to attend the meeting. You may nevertheless vote in person
if you do attend.
SEE REVERSE
SIDE
P
R
O
X
Y

<PAGE>

FOLD AND DETACH HERE

X Please mark your
votes as in this --
example. -

X 0581
-
----------------------

This proxy when properly executed will be voted in the
manner directed herein. If no direction is made,
this proxy will be voted FOR the election of directors and FOR
proposals 2 and 3.

The Board of Directors recommends a vote FOR all proposals.

<TABLE>
<S> <C> <C> <C>
FOR WITHHELD
To vote for all items AS
RECOMMENDED
1. Election of
Directors (see
reverse)
BY THE BOARD OF DIRECTORS,
mark this box, sign, date and
return this proxy. (NO
ADDITIONAL VOTE IS NECESSARY.)
</TABLE>
For all nominees, except those entered below:

---------------------------------------------

<TABLE>
<S> <C> <C> <C>
FOR AGAINST ABSTAIN
2. To approve the
adoption of the 1995
Stock Option Plan for
Employees of Witco
Corporation and its
Subsidiaries.

3. To ratify the
appointment of Ernst
& Young as the
Company's independent
auditors for 1995.
</TABLE>

Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.

- -------------------------------------------------

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SIGNATURE(S) DATE