GREAT LAKES CHEMICAL CORP, 10-Q, 1995-05-12

GREAT LAKES CHEMICAL CORP
10-Q, 1995-05-12
CHEMICALS & ALLIED PRODUCTS

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<PAGE> 1

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended March 31, 1995
Commission file number 1-6450

GREAT LAKES CHEMICAL CORPORATION
(Exact name of registrant as specified in its charter)

DELAWARE 95-1765035
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)

ONE GREAT LAKES BOULEVARD
P. O. BOX 2200
WEST LAFAYETTE, INDIANA 47906
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code 317-497-6100

_________________

Not Applicable

Former name, former address and former fiscal year,
if changed since last report.

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes X
------
No
------

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of the period covered by this report.

One Class - 66,197,129 Shares as of March 31, 1995
<PAGE> 2
Part 1 - Financial Statements

GREAT LAKES CHEMICAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
March 31 December 31
1995 1994
---------- -----------
(thousands of dollars)
<S> <C> <C>
Assets

Current Assets
Cash and cash equivalents $ 204,088 $ 144,666
Accounts receivable, less allowance
of $8,821 (1994 - $7,758) 546,654 493,614

Inventories
Finished products 261,078 223,822
Raw materials 68,761 62,478
Supplies 32,507 30,323
---------- ----------
Total inventories 362,346 316,623

Prepaid Expenses 21,706 24,774
---------- ----------

Total current assets 1,134,794 979,677

Plant and Equipment 1,104,318 1,038,101
Less allowance for depreciation (459,965) (432,177)
---------- ----------
Net plant and equipment 644,353 605,924

Excess of Investment over Net Assets of
Subsidiaries Acquired 410,503 411,028

Investments in and Advances to
Unconsolidated Affiliates 66,195 66,479

Other Assets 52,949 48,357
---------- ----------

$2,308,794 $2,111,465
========== ==========
</TABLE>

1
<PAGE> 3

GREAT LAKES CHEMICAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (CONTINUED)

<TABLE>
<CAPTION>
March 31 December 31
1995 1994
---------- ----------
(thousands of dollars)
<S> <C> <C>
Liabilities and Stockholders' Equity

Current Liabilities
Notes payable $ 9,390 $ 7,793
Accounts payable 200,283 184,823
Accrued expenses 109,459 101,615
Income taxes 145,034 118,203
Dividends payable 6,946 6,730
Current portion of long-term debt 7,570 8,778
---------- ----------

Total current liabilities 478,682 427,942

Long-Term Debt, less Current Portion 277,012 143,661

Other Non-Current Liabilities 131,693 126,907

Deferred Income Taxes 77,363 75,652

Minority Interest 32,069 26,355

Stockholders' Equity
Common stock, $1 par value, authorized
200,000,000 shares, issued
72,068,136 shares
(1994 - 72,024,520 shares) 72,068 72,025
Paid-in capital 112,870 112,667
Retained earnings 1,473,266 1,411,890
Cumulative translation adjustment (16,365) (25,222)
Treasury stock at cost 5,866,700
shares (1994 - 4,727,100 shares) (329,864) (260,412)
---------- ----------
Total stockholders' equity 1,311,975 1,310,948
---------- ----------

$2,308,794 $2,111,465
========== ==========
</TABLE>

2
<PAGE> 4
GREAT LAKES CHEMICAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
Three Months Ended
March 31
--------------------------------
1995 1994
----------- -----------
(thousands of dollars
except per share data)
<S> <C> <C>
Net sales $ 569,035 $ 448,676

Operating Expenses
Cost of products sold 385,389 288,605
Selling, administrative and
research expenses 71,316 56,051
----------- -----------
456,705 344,656
----------- -----------
Income from Operations 112,330 104,020

Equity in Earnings of
Affiliates and Other Income 6,565 11,062

Interest and Other Expenses 9,702 10,417

Minority Interest in Income
of Subsidiaries 7,966 7,981
----------- -----------

Income Before Taxes 101,227 96,684

Income Taxes 32,900 29,800
----------- -----------

Net Income $ 68,327 $ 66,884
=========== ===========

Net Income per Share $ 1.02 $ 0.94
=========== ===========

Dividends Declared per Share $ 0.105 $ 0.095
=========== ===========

Average Shares Outstanding 66,760,016 71,308,272
</TABLE>

3
<PAGE> 5
GREAT LAKES CHEMICAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Three Months Ended
March 31
----------------------------
1995 1994
--------- --------
(thousands of dollars)
<S> <C> <C>
OPERATING ACTIVITIES
Net Income $ 68,327 $ 66,884
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 27,595 22,968
Unremitted earnings of affiliates 341 (2,265)
Changes in deferred items and other 3,458 2,271
--------- --------
Cash provided by operations
excluding changes in working capital 99,721 89,858
Changes in working capital other than
debt, net of effects from business
combinations (47,905) (32,503)
--------- --------
Net Cash Provided by Operating Activities 51,816 57,355

INVESTING ACTIVITIES
Plant and equipment additions (50,364) (24,169)
Business combinations, net of cash
acquired (2,766) (16,667)
Other (4,816) 12,907
--------- --------
Net Cash Used in Investing Activities (57,946) (27,929)

FINANCING ACTIVITIES
Net repayment and borrowings under
short-term credit lines 1,808 5,775
Proceeds from long-term borrowings (81) 443
Net increase (decrease) in commercial
paper and other long-term obligations 131,783 35,119
Net increase (decrease) in other
non-current liabilities 3,020 (356)
Minority Interest 1,714 2,043
Repurchase of common stock (69,452) --
Cash dividends declared (6,945) (6,777)
--------- --------

Net Cash Provided by Financing Activities 61,847 36,247

Effect of Exchange Rate Changes on Cash
and Cash Equivalents 3,705 (1,181)
--------- --------

Increase in Cash and Cash Equivalents 59,422 64,492

Cash and Cash Equivalents at
Beginning of Year 144,666 179,957
--------- --------
Cash and Cash Equivalents at End of
Period $ 204,088 $ 244,449
========= =========
</TABLE>

4
<PAGE> 6
MANAGEMENT DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
FOR THE THREE MONTHS ENDED MARCH 31, 1994

RESULTS OF OPERATIONS

Net sales for the quarter were $569 million, an increase of $120 million, or 27
percent, over 1994 sales of $449 million. Sales by business unit are set forth
in the following table (in millions):

<TABLE>
<CAPTION>
1995 1994
---- ---- Percent
$ % $ % Increase
----- --- ----- --- --------
<S> <C> <C> <C> <C> <C>
Flame Retardants 74.0 13 62.0 14 19
Intermediates and
Fine Chemicals 70.0 12 63.0 14 11
Petroleum Additives 153.0 27 134.0 30 14
Polymer Stabilizers 59.0 10 26.0 6 127
Specialized Services 118.0 21 72.0 16 64
Water Treatment 95.0 17 92.0 20 3
----- --- ----- --- ---
569.0 100 449.0 100 27
===== === ===== === ===
</TABLE>

On an overall basis, factors contributing to the increase in sales include (in
millions);

<TABLE>
<S> <C>
Selling Prices $ 22
Volume 39
Acquisitions 48
Foreign Exchange 11
----
$120
====
</TABLE>

Flame Retardants volume remains strong in domestic and Pacific Rim markets.
Additional capacity brought on during the latter part of 1994 is being well
utilized. Volume gains accounted for about 70 percent of the business units
improved sales. The continued strength of demand allowed for selected price
increases, the first in several years.

Intermediate and Fine Chemicals sales increased about 11 percent over 1994.
Volume improvements were registered in all key products, except agricultural
chemicals, which is limited by regulatory constraints on methyl bromide.
Pricing improved in all key areas over the prior-year period.

Petroleum Additives sales increased $19 million over the year-ago period,
reflecting the September 1994 acquisition of the Du Pont business. Price
increases, which averaged 14 percent for retail sales and 4 percent for
wholesale business, offset volume declines. Retail tonnage declined almost 17
percent compared to the prior-year quarter. Delivery delays, related to
shipping schedules,

5
<PAGE> 7
resulted in the rate of change in volume being more than the expected 7-10
percent. Wholesale volumes almost doubled reflecting the Company supplying
Ethyl Corporation's requirements.

Polymer Stabilizers sales, benefiting from the April 1994 acquisition of
EniChem polymer additives and associated specialty chemical business, more than
doubled. Volumes improved for all key products in the business unit.

Specialized Services and Manufacturing sales improved $46 million over the
prior year. While much of this improvement stems from our Eastern European
chemical trading company, Chemol, the oil field services and environmental
remediation business showed significant strength.

Water Treatment sales increased 3 percent over the prior year with acquisitions
accounting for most of the improvement. Mass merchant buying patterns resulted
in a small volume decline.

Gross Profits increased $24 million over the year-ago period amounting to $184
million for the quarter. As a percentage of sales, gross profits declined 3.4
percentage points, reflecting an expansion of sales in lower margin businesses
and a compression of petroleum additives margins. The drop-off in petroleum
additives margins results from (1) a shift in product mix from retail to
wholesale, wholesale represented 30 percent of antiknock compound volume in the
1995 first quarter compared to 15 percent in the prior year; (2) higher
manufacturing and raw materials costs, particularly lead and ethylene; and (3)
a temporary shift in product sourcing between the U.K. plant and the
higher-cost Continental plants due to logistical and plant maintenance
considerations.

Selling, Administrative and Research expenses increased $15 million, amounting
to $71 million for the quarter; however, as a percentage of sales, they
remained comparable to the prior period. Half of the increase in SAR expense
is due to higher spending in support of business expansion. The balance is
essentially divided equally between acquisitions and the negative effects of
foreign currency exchange rates.

Operating Income improved 8 percent, or $8 million, over the prior year.
Selling price increases of $22 million more than offset the effect of volume
declines and higher costs; acquisitions contributed about $5 million and
foreign currency translation had a small positive effect.

Equity in Earnings of Affiliates and Other Income in the 1994 quarter benefited
from the settlement of a gas contract dispute, a gain on the disposition of
Purex Pool Products and other non-recurring items aggregating about $4 million.

6
<PAGE> 8
Interest and Other Expenses amounted to $10 million for the quarter which is
essentially unchanged from the prior year. Higher interest expense in the 1995
period, due to increased borrowings and interest rates, were offset by a lower
level of other expenses.

The 1.7 percentage point increase in the effective tax rate for 1995 results
from a reduction in the reversal of prior-year tax provisions and a shift in
mix of income from lower to higher tax rate jurisdictions.

FINANCIAL CONDITION

Cash provided from operations in the quarter amounted to $52 million, about $6
million less than the prior-year period. Increased working capital
requirements relating to recent acquisitions and expansion of the business
caused the decrease.

Plant and equipment additions amounted to $50 million which is approximately
twice the spending of the prior year. Spending is focused on capacity
expansions including the production of elemental bromine. Capital spending for
the full year is expected to be in the $190 million range.

During the quarter, the Company repurchased approximately 1.1 million shares of
common stock at a cost of $69 million. As of March 31, 1995, the Company is
authorized to repurchase an additional 1.3 million shares and it is
management's intention to do so as market conditions warrant.

Borrowings amounted to $132 million and were used to fund share repurchases and
fund other investments.

A cash dividend of $0.105 per share was declared during the quarter and paid on
May 2, 1995 for a total of $7 million.

OTHER MATTERS

On March 17, 1955, the Company exchanged all its remaining 17% common stock
holdings in Huntsman Chemical Corporation for 58,700 shares of series A
preferred stock with an annual dividend rate of 14 percent. The total face
value of the preferred stock is $58.7 million.

7
<PAGE> 9
GREAT LAKES CHEMICAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all the information and
footnotes necessary for a comprehensive presentation of financial position and
results of operations.

It is management's opinion, however, that all material adjustments (consisting
of normal recurring accruals) have been made which are necessary for a fair
financial statement presentation. The results for the interim period are not
necessarily indicative of the results to be expected for the year.

For further information, refer to the consolidated financial statements and
footnotes included in the Company's annual report on Form 10-K for the year
ended December 31, 1994.

NOTE B - Income Taxes

The provision for income taxes at the effective tax rates reconciles with the
statutory U.S. Federal tax rate as follows;

<TABLE>
<CAPTION>
Three Months Ended
March 31
------------------
1995 1994
---- ----
<S> <C> <C>
Statutory U.S. Federal tax rate 35.0% 35.0%
Decrease in taxes relating to
various minor items (2.5) (4.2)
---- ----
32.5% 30.8%
==== ====
</TABLE>

8
<PAGE> 10
Item 4. Submission of Matters to a Vote of Security Holder

At the Company's annual shareholder meeting held on May 4, 1995, four items
were submitted to a vote of the security holders. These matters are more fully
described in the Company's proxy statement dated March 28, 1995. As set forth
below, the first three items were approved and the fourth was defeated.

1. To elect three directors to serve until the 1998 Annual Meeting;

<TABLE>
<CAPTION>
Director For Withheld
-------- --- --------
<S> <C> <C>
William H. Congleton 58,035,152 136,507
John S. Day 58,006,792 164,867
Louis E. Lataif 58,030,037 141,622

</TABLE>

2. To approve certain amendments to the company's 1993 Employee Stock
Compensation Plan, and to approve the amended 1993 Employee Stock
Compensation Plan in its entirety;

<TABLE>
<CAPTION>
For Against Abstain
--- ------- -------
<S> <C> <C>
57,041,580 900,293 229,786

</TABLE>

3. To approve an amendment to the company's 1984 Employee Stock Option Plan,
and to approve the amended 1984 Employee Stock Option Plan in its
entirety;

<TABLE>
<CAPTION>
For Against Abstain
--- ------- -------
<S> <C> <C>
56,477,766 1,433,387 260,506

</TABLE>

4. To act upon one stockholder proposal which is set forth in the attached
proxy.

<TABLE>
<CAPTION>
For Against Abstain Broker Non-vote
--- ------- ------- ---------------
<S> <C> <C> <C>
3,270,243 44,514,677 4,400,545 5,986,194
</TABLE>

Part II. Other Financial Information

Item 5. Other Information

The following benefit plans of the company are filed as an attachment to this
report:

1. Deferred Compensation Plan

2. Supplemental Executive Long Term Disability Benefit Plan

3. Directors Retirement Plan

4. Supplemental Retirement Plan

5. Supplemental Savings Plan

9
<PAGE> 11

Item 6. Exhibits and Reports on Form 8-K

The Company did not file, nor was it required to file, a Form 8-K because of a
change in independent auditors or because of any material unusual charges or
credits to income occurring during the quarter for which this report was filed.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Date May 10, 1995 By /s/ Robert T. Jeffares
------------------- ----------------------------------
Robert T. Jeffares
Executive Vice President and
Chief Financial Officer

Date May 10, 1995 By /s/ Robert J. Smith
------------------- ----------------------------------
Robert J. Smith, Controller

10
<PAGE> 12
Attachment 1

GREAT LAKES CHEMICAL CORPORATION
DEFERRED COMPENSATION PLAN

1. PURPOSE

The purpose of the Great Lakes Chemical Corporation Deferred
Compensation Plan (the "Plan") is to provide an opportunity for certain
employees of Great Lakes Chemical Corporation (the "Company"), to elect to
defer all or part of the compensation payable by the Company on account of
service rendered in the employ of the Company ("Compensation"). The Plan is
intended as a means of maximizing the effectiveness and flexibility of
compensation arrangements, and as an aid in attracting and retaining
individuals of outstanding abilities for employment as Executives with the
Company.

2. EFFECTIVE DATE

The Plan shall be effective with respect to Compensation paid
for services performed after March 1, 1994.

Certain employees have previously deferred Compensation that
was payable for services rendered prior to the adoption of the Plan. With
respect to such Deferred Compensation, the Plan memorializes the understanding
between the Company and the Participant.

3. PLAN ADMINISTRATION

The Plan will be administered by The Compensation Committee of
the Board of Directors of the Company (the "Committee"). Full power to
implement, interpret and construe the provisions of the Plan shall, except as
otherwise provided in the Plan, be vested in the Committee, which may adopt,
alter, amend, or revoke rules for such purpose. The expense of administering
the Plan shall be borne by the Company and shall not be charged against amounts
payable hereunder.

4. ELIGIBILITY

Any officer or key employee of the Company to whom
participation herein is offered by the Committee (each such individual
hereinafter referred to as an "Executive") is eligible to participate in the
Plan. Any such Executive shall be a Plan Participant as of the effective date
of his or her first election to defer Compensation in accordance with Section 5
hereof, and his or her status as a Participant shall continue until the date of
the last payment pursuant to Section 7 hereof.

1
<PAGE> 13
5. ELECTION TO DEFER

(a) In General. Each Executive as of the effective date
hereof, and each Executive first employed thereafter shall be entitled to make
an irrevocable election to defer receipt of such amount of Compensation
otherwise payable to him or her after the date of such election. Such election
shall continue in effect for the period set forth therein until the Executive
delivers to the Committee a written revocation or modification of such election
with respect to the Compensation that relates to services to the performed and
are payable thereafter. Compensation with respect to which a deferral election
has been made (and shall not have been revoked) shall be referred to
hereinafter as "Deferred Compensation."

(b) Manner of Election. Elections to defer receipt of
Compensation shall be made only at such times and only with respect to such
amounts of Compensation as the Committee shall in its sole discretion
determine. Elections shall be made in accordance with such rules and
procedures on such form(s) as the Committee may prescribe, provided that each
such election to defer shall set forth the amount to be deferred, expressed
either as a stated dollar amount or as a percentage of Compensation to be
payable. Separate elections may be made with respect to base pay and to the
annual bonus. Elections to defer Compensation shall be made prior to the date
any such Compensation is due to be paid in accordance with the procedures
adopted by the Committee.

(c) Designation of Beneficiary. Participants shall designate
in writing, in accordance with such rules and procedures as the Committee may
prescribe, the beneficiary or beneficiaries who are to receive the
Participant's Deferred Compensation Account in the event of the Participant's
death.

6. RECORDS AND CREDITING OF DEFERRED AMOUNTS

(a) In General. The Company shall credit to a memorandum
account for the benefit of the Participant (his or her "Deferred Compensation
Account") the amount of any Deferred Compensation as of the date such
Compensation would otherwise have been payable to the Participant.

(b) Valuation of Account. Each Participant's Deferred
Compensation Account shall be valued each December 31; it shall be increased by
any Deferred Compensation credited to the account, decreased by any
distribution made to the Participant from the account and credited with
earnings in accordance with procedures and at a rate adopted from time to time
by the Committee.

(c) Unsecured Obligations. The obligation of the Company to
make payments of amounts credited to the Participant's Deferred Compensation
Account shall be a general obligation of the Company, and such payments shall
be made from general assets and property of the Company. The Participant's
relationship to the Company under the Plan shall be only that of a general
unsecured creditor and neither this Plan nor any agreement entered into
hereunder or action taken pursuant hereto shall create or be construed to
create a trust or fiduciary relationship of any kind.

2
<PAGE> 14
7. PAYMENT OF DEFERRED COMPENSATION ACCOUNT

(a) In General. No withdrawal or payment shall be made from
the Participant's Deferred Compensation Account except as provided in this
Section 7.

(b) Payment Event. The value of a Participant's Deferred
Compensation Account shall be payable under two alternative options, at the
election of the participant, made prior to the time the participant's deferred
compensation is payable as follows:

[OPTION ONE: in cash as a single sum payment as soon as
practicable following January 1 of the calendar year following the calendar
year in which the Participant separated from service, or in the case of a
Participant who is or was a covered employee within the meaning of Section
162(m) (3) of the Internal Revenue Code as of the later of the date described
above or as soon as practicable following January 1 after such Participant is
no longer characterized as a covered employee.]

[OPTION TWO: in substantial equal installments over 10 years,
provided, however, that the Committee in its sole and absolute discretion may
elect at any time after a Participant separates from service to distribute the
remaining balance in the Participant's Deferred Compensation Account in a
single sum in full settlement, payments shall be payable annually and shall
commence as soon as practicable following January 1 of the calendar year
following the calendar year in which the Participant separated from service, or
in the case of a Participant who is or was a covered employee within the
meaning of Section 162 (m) (3) of the Internal Revenue Code as of the later of
the date described above or as soon as practicable following the January 1
after such Participant is no longer characterized as a covered employee.]

(c) Acceleration for Hardship. The Committee in its sole
discretion may accelerate payments of amounts credited to a Participant's
Deferred Compensation Account if requested to do so and if the requirements of
this paragraph (c) are met. Such acceleration may occur only in the event of
unforeseeable financial emergency or severe hardship from one or more recent
events beyond the control of the Participant and is limited to the amount
deemed reasonably necessary to satisfy the emergency or hardship.

(d) Death of Participant. In the event that a Participant
shall die at any time prior to distribution of his or her Deferred Compensation
Account, the unpaid balance of the Participant's Deferred Compensation Account
shall be paid as provided in the Participant's deferral election to the
Participant's designated beneficiary or beneficiaries.

8. EFFECT OF TRANSFER

In the event that all or substantially all of the assets of the
Company shall be transferred to another entity by way of a sale, merger,
consolidation or other means, the entire unpaid balance of each Deferred
Compensation Account then maintained by the Company shall be paid in a lump sum
to the Participant as of the effective date thereof.

3
<PAGE> 15
9. NON-ASSIGNABILITY

No right to receive payments under the provisions of this Plan
shall be transferrable or assignable by a Participant, except by will or by the
laws of descent and distribution.

10. BINDING PROVISIONS

All of the provisions of this Plan shall be binding upon all
persons who shall be entitled to any benefits hereunder and their heirs and
personal representatives. The Plan shall be binding upon and inure to the
benefit of the Company, its successors and assigns and the Participant and his
heirs, executors, administrators and legal representatives.

11. INCAPACITY

If the Committee shall find that any person to whom any payment
is payable under the plan is unable to care for his affairs because of illness
or accident, or is a minor, any payment due (unless a prior claim therefor
shall have been made by a duly appointed guardian, committee or other legal
representative) may be paid to the spouse, a child, a parent, or a brother or
sister, or to any person deemed by the Committee to have incurred expense for
such person otherwise entitled to payment, in such manner and proportions as
the Committee may determine. Any such payment shall be a complete discharge of
the liabilities of the Company under the plan.

12. CONTINUED EMPLOYMENT

Nothing contained herein shall be construed as conferring upon
the Participant the right to continue in the employ of the Company as an
executive or in any other capacity.

13. BENEFITS

Under this Plan shall not be deemed salary or other
compensation to the Participant for the purpose of computing benefits to which
he may be entitled under any pension plan or other arrangement of the Company
for the benefit of its Participants.

14. COMMITTEE

The Committee shall have full power and authority to interpret,
construe and administer the Plan and the Committee's interpretations and
construction thereof, and actions thereunder, including any valuation of the
Deferred Compensation Account, or the amount or recipient of the payment to be
made therefrom, shall be binding and conclusive on all persons for all
purposes. No member of the Committee shall be liable to any person for any
action taken or omitted in connection with the interpretation and
administration of the Plan unless attributable to his own willful misconduct or
lack of good faith.

15. CONTROLLING LAW

4
<PAGE> 16

The Plan shall be construed in accordance with and governed by
the law of the State of Indiana.

5
<PAGE> 17
IN WITNESS WHEREOF, the Company has caused this Plan to be
executed by its duly authorized officers as of the date first above written.

By: /s/ Robert T. Jeffares, Office of the President
-------------------------------------------------
March 2, 1994

/s/ Richard R. Ferguson
- --------------------------
Secretary

6
<PAGE> 18
GREAT LAKES CHEMICAL CORPORATION

DEFERRED COMPENSATION PLAN

DEFERRAL ELECTION

TO: The Compensation Committee of the Board of Directors of the
Great Lakes Chemical Corporation

In accordance with the provisions of the Deferred Compensation
Plan, I hereby elect to defer Compensation in the amount of $________ earned by
me for my services as an employee of the Company payable after the date hereof
with respect to services performed hereafter.

The Compensation deferred is to be paid to me in accordance
with the Plan.

In accordance with the provisions of the Deferred Compensation
Plan I hereby designate the following beneficiary to receive the balance of my
Deferred Compensation Account in the event of my death:

________________________________________________________________________________
(Name)

________________________________________________________________________________
(Address)

I hereby acknowledge that I have received a copy of the Plan,
that I have read the same and am familiar with its terms, and that I hereby
agree to be bound by the terms of the Plan, including any amendments thereof,
and recognize that the foregoing election is irrevocable and may not be altered
by me other than with respect to Compensation payable after the date of the
modification or termination for services performed after such modification or
termination.

__________________________________________ _______________________________
Signature of Executive Date

ACKNOWLEDGEMENT

The Compensation Committee of the Board of Directors of the Great Lakes
Chemical Corporation
By:_______________________________________ _______________________________
Date
By:_______________________________________ _______________________________
Date
By:_______________________________________ _______________________________
Date
By:_______________________________________ _______________________________
Date
<PAGE> 19
GREAT LAKES CHEMICAL CORPORATION
DEFERRED COMPENSATION PLAN
DEFERRAL ELECTION

TO: The Compensation Committee of the Board of Directors of the
Great Lakes Chemical Corporation

In accordance with the provisions of the Deferred Compensation
Plan, I hereby elect to defer Compensation as described below:

[Please complete either (i) or (ii), and (iii) if you desire to
defer a portion of your annual bonus]

(i) ________% of my base Compensation

(ii) $_______ of each base Compensation payment otherwise
due me

(iii) $_______ of my bonus

Such elections relate to Compensation due me for service as an
Employee of the Company that is payable after the date hereof. Such election
shall remain in effect from year to year until revoked by me. The amount
deferred will be paid to me in accordance with the provisions of the Plan.

In accordance with the provisions of the Deferred Compensation
Plan I hereby designate the following beneficiary to receive the balance of my
Deferred Compensation Account in the event of my death:

________________________________________________________________________________
(Name)
________________________________________________________________________________
(Address)

I hereby acknowledge that I have received a copy of the Plan,
that I have read the same and am familiar with its terms, and that I hereby
agree to be bound by the terms of the Plan, including any amendments thereof,
and recognize that the foregoing election is irrevocable and may not be altered
by me other than with respect to Compensation payable after the date of
modification or termination for services performed after such modification or
termination.

______________________________________ _______________________________________
Signature of Executive Date

ACKNOWLEDGEMENT

The Compensation Committee of the Board of Directors of the Great Lakes
Chemical Corporation
By:___________________________________ Date:__________________________________
By:___________________________________ Date:__________________________________
By:___________________________________ Date:__________________________________
By:___________________________________ Date:__________________________________

<PAGE> 20
Attachment 2

SUPPLEMENTAL EXECUTIVE LONG TERM DISABILITY BENEFIT PLAN
OF GREAT LAKES CHEMICAL CORPORATION

WHEREAS, the Board of Directors of Great Lakes Chemical Corporation
(the "Company") has previously approved the establishment of the Great Lakes
Chemical Corporation Funded Benefit Plan (the "Funded Plan") that provides long
term disability benefits (LTD benefits of the Funded Plan) for eligible
employees of the Company, including the senior executives of the Company; and

WHEREAS, the Funded Plan is funded through a voluntary employees'
beneficiary association (VEBA) that operates in accordance with applicable
federal law and which must comply with the recent changes in the law that limit
the compensation that may be considered under such Funded Plan to $150,000; and

WHEREAS, the Funded Plan LTD benefits are determined as a percentage
of basic monthly earnings and that the application of the $150,000 annual
compensation limit prohibits the senior executives of the Company from
receiving the full LTD benefits originally intended; and

WHEREAS, the Board of Directors has approved the establishment of a
Supplemental Executive Long Term Disability Benefit Plan (the "Plan") that will
restore for named senior executives of the Company most of the LTD benefits
that are lost as a result of the compensation limit. Such Supplemental
Executive Long Term Disability Benefit Plan of Great Lakes Chemical Corporation
shall be effective January 1, 1995 and is set forth below.

I. Eligibility

Those employees of the Company or one of its Affiliates with
base pay in any calendar year in excess of $150,000 (or such higher
amount determined by the Secretary of Treasury) and who have been
named by the Board of Directors of the Company as a participant in the
Plan. A person who is named by the Board of Directors as a
participant shall have his name entered on Appendix A as of the date
as of which he became a participant.

II. Benefits

(a) The monthly benefit provided by the Plan, if any,
shall equal the percentage, either 50% or 60% of basic monthly
earnings as defined in the LTD benefit of the Funded Plan, as elected
by the participant on a form to be furnished to the Director, Human
Resources, of the Company of the participant's basic monthly earnings
in excess of $150,000, or such higher amount as determined by the
Secretary of the Treasury under Section 505(b) of the Internal Revenue
Code.
<PAGE> 21

(b) The benefit described in II(a) above, shall be
determined in accordance with the provisions of the LTD benefit of the
Funded Plan, and except as provided herein, all such terms, conditions
and definitions of the LTD benefit of the Funded Plan shall control
for purposes of the Plan including, but not limited to, when benefits
are payable, exclusions, claims information, when coverage starts and
stops and definitions.

(c) The benefit shall be provided by the Company at no
cost to the participant; all Plan benefits shall be paid from the
general assets of the Company. The Plan is not funded. The Company
may at its discretion supplement the benefit described above by an
additional payment designed to pay the income tax liability of the
participant for the benefit provided by the Plan.

III. Amendment and Administration

(a) The Company intends the Plan to be permanent, but
reserves the right at any time to modify, amend, or terminate the
Plan, provided that the Company shall not cancel, reduce, or otherwise
adversely affect the amount of benefits of any participant accrued as
of the date of any such modification, amendment, or termination,
without the consent of the participant.

(b) The Plan shall be administered by the Board of
Directors of the Company, which shall be authorized to interpret the
Plan, to adopt rules and practices concerning the administration of
the Plan, to resolve questions concerning the eligibility for the
amount of the benefit, and to delegate all or any portion of its
authority hereunder to a committee of the Board of Directors or to
designated officers or employees of the Company.

(c) The Company may deduct from the amount to be
distributed such amount as the Company, in its sole discretion, deems
proper for the payment of income, employment or other taxes with
respect to benefits under the Plan.

(d) The expenses of administering the Plan shall be paid
by the Company.

IV. Miscellaneous

(a) Benefits payable under this Plan shall not be subject
in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, charge, garnishment, execution, or levy of any
kind, either voluntary or involuntary, including any such liability
which is for alimony or other payments for the support of a spouse or
former spouse, or for any other relative of a participant prior to
actually being received by the person entitled to the benefit under
the terms of the Plan, and any attempt to anticipate, alienate, sell,
transfer, assign, pledge, encumber, charge, or otherwise dispose of
any right to benefits payable hereunder shall be void. The Company
shall not in any manner be liable for, or subject to, the debts,
contracts, liabilities, engagements, or torts of any person entitled
to benefits hereunder. If any person shall attempt to, or shall
alienate, sell, transfer, assign, pledge, or otherwise encumber his
benefits under this Plan, or if by any reason of his bankruptcy or
other event happening at any time, such benefit would devolve upon any
other person or would not be enjoyed by the person entitled thereto
under the
<PAGE> 22
Plan, the Board of Directors of the Company, in its discretion, may
terminate the interest in any such benefits of the person entitled
thereof under the Plan and hold or apply them to or for the benefit of
such person entitled thereto under the Plan or his spouse, children,
or other dependents, or any of them, in such manner as the Board of
Directors of the Company may deem proper.

(b) Nothing contained herein shall be construed to
constitute a contract of employment between a participant and the
Company.

(c) The headings are included solely for convenience of
reference, and if there is any conflict between such headings and the
text of this Plan, the text shall control.

(d) If any provision of this Plan shall be held invalid
or unenforceable, such invalidity or unenforceability shall not affect
any other provisions hereof and the Plan shall be construed and
enforced as if such provisions, to the extent invalid or
unenforceable, had not been included.

(e) The Plan shall be construed and enforced according to
the laws of Indiana other than its laws respecting choice of law.

IN WITNESS WHEREOF, the Company has executed this Plan this 10th day of
October , 1994 to be effective January 1, 1995.

GREAT LAKES CHEMICAL CORPORATION

By: /s/ Robert T. Jeffares
-------------------------------------

Attest:

/s/ Steve Mead
- -----------------------------------
<PAGE> 23
SUPPLEMENTAL EXECUTIVE LONG TERM DISABILITY BENEFIT PLAN
OF THE GREAT LAKES CHEMICAL CORPORATION

APPENDIX A

Participant Date of Participation
----------- ---------------------
<S> <C>
Emerson Kampen January, 1995

John Little January, 1995

Robert Jeffares January, 1995

David Hall January, 1995

Robert McDonald January, 1995

Robert Hollier January, 1995
</TABLE>

Additional persons who are not named executives are participants in
the Plan.
<PAGE> 24
Attachment 3

GREAT LAKES CHEMICAL CORPORATION

DIRECTORS RETIREMENT PLAN

(EFFECTIVE JANUARY 1, 1993)
<PAGE> 25
GREAT LAKES CHEMICAL CORPORATION
DIRECTORS RETIREMENT PLAN
(EFFECTIVE JANUARY 1, 1993)

Table of Contents

<TABLE>
<S> <C>
ARTICLE I
Establishment 1
1.1 Establishment and Purpose 1
1.2 Applicability 1

ARTICLE II
Participation 2
2.1 Eligibility and Participation 2
2.2 Duration 2

ARTICLE III
Benefit; Payment 3
3.1 Accrued Benefit 3
3.2 Time and Method of Payment 3

ARTICLE IV
Funding 4
4.1 Funding 4

ARTICLE V
Amendment, Administration 5
5.1 Amendment and Termination 5
5.2 Administration 5
5.3 Deduction of Taxes from Amounts Payable 5
5.4 Indemnification 5
5.5 Expenses 5

ARTICLE VI
Miscellaneous 6
6.1 Interests not Transferable 6
6.2 Contract of Employment 6
6.3 Headings 6
6.4 Invalidity 6
6.5 Law Governing 6
</TABLE>
<PAGE> 26
GREAT LAKES CHEMICAL CORPORATION
DIRECTORS RETIREMENT PLAN
(EFFECTIVE JANUARY 1, 1993)

ARTICLE I
ESTABLISHMENT

1.1 Establishment and Purpose. Great Lakes Chemical Corporation (the
"Company") hereby restates the Great Lakes Chemical Corporation
Directors Retirement Plan (the "Plan"), effective January 1, 1993 (the
"Effective Date"). The purpose of the Plan is to provide former
non-employee members of the Board of Directors (the "Board") of the
Company with a pension benefit in recognition of their service to the
Company.

1.2 Applicability. The provisions of the Plan shall apply only to a
non-employee Director who terminates his directorship on or after the
Effective Date.

Page 1
<PAGE> 27
ARTICLE II
PARTICIPATION

2.1 Eligibility and Participation. Each non-employee Director shall be
eligible for a benefit after completing five (5) years of service as a
member of the Board.

A Director shall be credited with one year of service for eligibility
or benefit calculation purposes for each calendar year during which
the Director was a member of the Board for six or more calendar
months.

2.2 Duration. Any Director who became a Participant shall continue to be
a Participant as long as he is entitled to benefits hereunder.

Page 2
<PAGE> 28
ARTICLE III
BENEFIT; PAYMENT

3.1 Accrued Benefit. An eligible Director shall be entitled to an annual
benefit, payable for his lifetime only, equal to the percentage (%)
determined below of the Annual Retainer paid to the Director for his
last completed calendar year of service as a Director. No benefit
shall be payable under the Plan upon the death of a Director or former
Director.

<TABLE>
<CAPTION>
Annual Benefit Years
% of Director's Fees of Service
-------------------- ----------
<S> <C>
0% Less than 5
50% 5
60% 6
70% 7
80% 8
90% 9
100% 10 or more
</TABLE>

The Annual Retainer is the annual retainer paid by the Corporation for
Board membership; it does not include meeting fees, fees paid for
membership on board committees, special retainers, fees paid for
attending meetings of the Board or of its committees, expense
reimbursement or per diem.

The Annual Benefit shall be equal to the Annual Retainer in effect
immediately prior to the Director's retirement date.

3.2 Time and Method of Payment. The Accrued Benefit shall commence to be
paid annually (or more frequently at the election of the Company),
upon the first day of the month following the later of the former
Director's attainment of age 70 or the last day the Director is a
member of the Board.

Page 3
<PAGE> 29
ARTICLE IV
FUNDING

4.1 Funding. All benefits under this Plan shall be paid directly from the
general funds of the Company, and no special or separate fund shall be
established and no other segregation of assets shall be made to assure
payment. No Director shall have a right, title or interest whatever
in or to any investments which the Company may make to aid the Company
in meeting its obligation hereunder. Nothing contained in this Plan,
and no action taken pursuant to its provisions, shall create or be
construed to create a trust of any kind, or a fiduciary relationship,
between the Company and a Director. To the extent that any person
acquires a right to receive payments from the Company hereunder, such
rights shall be no greater than the right of an unsecured creditor of
the Company.

Page 4
<PAGE> 30
ARTICLE V
AMENDMENT, ADMINISTRATION

5.1 Amendment and Termination. The Company intends the Plan to be
permanent, but reserves the right at any time to modify, amend, or
terminate the Plan, provided that the Company shall not cancel,
reduce, or otherwise adversely affect the amount of benefits of any
Participant accrued as of the date of any such modification,
amendment, or termination, without the consent of the Participant.

5.2 Administration. The Plan shall be administered by the Executive
Committee of the Board of Directors of the Company, which shall be
authorized to interpret the Plan, to adopt rules and practices
concerning the administration of the Plan, to resolve questions
concerning the eligibility for the amount of the Accrued Benefit, and
to delegate all or any portion of its authority hereunder to
designated officers or employees of the Company. A Director shall not
have the power to take part in any discriminatory decision or action
affecting his own interest as a Participant unless such decision or
action is upon a matter which affects all other Participants similarly
situated and confers no special right, privilege or benefit not
simultaneously conferred upon all other such Participants.

5.3 Deduction of Taxes from Amounts Payable. The Company may deduct from
the amount to be distributed such amount as the Company, in its sole
discretion, deems proper for the payment of income, employment, death,
succession, inheritance, or other taxes with respect to benefits under
the Plan.

5.4 Indemnification. The Company shall indemnify and hold harmless each
employee, officer, or director of the Company to whom is delegated
duties, responsibilities, and authority with respect to the Plan
against all claims, liabilities, fines and penalties, and all expenses
reasonably incurred by or imposed upon him (including but not limited
to reasonable attorney fees) which arise as a result of his actions or
failure to act in connection with the operation and administration of
the Plan to the extent lawfully allowable and to the extent that such
claim, liability, fine, penalty, or expense is not paid for by
liability insurance purchased or paid for by the Company.
Notwithstanding the foregoing, the Company shall not indemnify any
person for any such amount incurred through any settlement or
compromise of any action unless the Company consents in writing to
such settlement or compromise.

5.5 Expenses. The expenses of administering the Plan shall be paid by the
Company.

Page 5
<PAGE> 31
ARTICLE VI
MISCELLANEOUS

6.1 Interests not Transferable. Benefits payable under this Plan shall
not be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, charge, garnishment,
execution, or levy of any kind, either voluntary or involuntary,
including any such liability which is for alimony or other payments
for the support of a spouse or former spouse, or for any other
relative of a Participant prior to actually being received by the
person entitled to the benefit under the terms of the Plan, and any
attempt to anticipate, alienate, sell, transfer, assign, pledge,
encumber, charge, or otherwise dispose of any right to benefits
payable hereunder shall be void. The Company shall not in any manner
be liable for, or subject to, the debts, contracts, liabilities,
engagements, or torts of any person entitled to benefits hereunder.
If any person shall attempt to, or shall alienate, sell, transfer,
assign, pledge, or otherwise encumber his benefits under this Plan, or
if by any reason of his bankruptcy or other event happening at any
time, such benefit would devolve upon any other person or would not be
enjoyed by the person entitled hereto under the Plan, the Executive
Committee of the Board, in its discretion, may terminate the interest
in any such benefits of the person entitled thereof under the Plan and
hold or apply them to or for the benefit of such person entitled
thereto under the Plan in such manner as the Board may deem proper.

6.2 Contract of Employment. Nothing contained herein shall be construed
to constitute a contract of employment between a Participant and the
Company or to confer any right of a Director to remain on the Board.

6.3 Headings. The headings of Articles and Sections are included solely
for convenience of reference, and if there is any conflict between
such headings and the text of this Plan, the text shall control.

6.4 Invalidity. If any provision of this Plan shall be held invalid or
unenforceable, such invalidity or unenforceability shall not affect
any other provisions hereof and the Plan shall be construed and
enforced as if such provisions, to the extent invalid or
unenforceable, had not been included.

6.5 Law Governing. The Plan shall be construed and enforced according to
the laws of Indiana other than its laws respecting choice of law.

Page 6

<PAGE> 32
IN WITNESS WHEREOF, the Company has executed this Plan this 28th day
of December, 1993.

GREAT LAKES CHEMICAL CORPORATION

By: Office of the President
--------------------------------------

/s/ Robert T. Jeffares
--------------------------------------

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

Page 7
<PAGE> 33
Attachment 4

GREAT LAKES CHEMICAL CORPORATION

SUPPLEMENTAL RETIREMENT PLAN

(RESTATED EFFECTIVE JANUARY 1, 1993)

<PAGE> 34
GREAT LAKES CHEMICAL CORPORATION
SUPPLEMENTAL RETIREMENT PLAN
(RESTATED EFFECTIVE JANUARY 1, 1993)

Table of Contents

<TABLE>
<S> <C>
ARTICLE I
ESTABLISHMENT 1
1.1 Establishment and Purpose 1
1.2 Applicability 1

ARTICLE II
PARTICIPATION 2
2.1 Eligibility and Participation 2
2.2 Duration 2

ARTICLE III
BENEFIT; PAYMENT 3
3.1 Accrued Benefit 3
3.2 Time and Method of Payment 3

ARTICLE IV
FUNDING 4
4.1 Funding 4

ARTICLE V
AMENDMENT, ADMINISTRATION 5
5.1 Amendment and Termination 5
5.2 Administration 5
5.3 Deduction of Taxes from Amounts Payable 5
5.4 Indemnification 5
5.5 Expenses 5

ARTICLE VI
MISCELLANEOUS 6
6.1 Interests not Transferable 6
6.2 Contract of Employment 6
6.3 Headings 6
6.4 Invalidity 6
6.5 Law Governing 6

</TABLE>

<PAGE> 35
GREAT LAKES CHEMICAL CORPORATION
SUPPLEMENTAL RETIREMENT PLAN
(RESTATED EFFECTIVE JANUARY 1, 1993)

ARTICLE I
ESTABLISHMENT

1.1 Establishment and Purpose. Great Lakes Chemical Corporation (the
"Company") hereby restates the Great Lakes Chemical Corporation
Supplemental Retirement Plan (the "Plan"), effective January 1, 1993
(the "Restatement Date"). The Plan was established effective January
1, 1983 (the "Effective Date"). The purpose of the Plan is to provide
each Participant in the Plan with the benefits the Participant would
have received under the Retirement Plan for Certain Employees of Great
Lakes Chemical Corporation, as amended, ("Pension Plan") except for
the limitations on compensation and benefits imposed by Sections
401(a)(17) and 415 of the Internal Revenue Code of 1986, as amended,
("Code") or any successor thereto. Any entity which, with the
approval of the Board of Directors of the Company, adopts the Plan and
the Company shall be referred to hereinafter as "Employer." The Plan
is intended to benefit a select group of management or highly
compensated employees of the Employer.

1.2 Applicability. The provisions of the Plan shall apply only to a
person who terminates employment with an Employer on or after the
Effective Date and shall not apply to any person not in the active
employment of an Employer on or after the Effective Date.

Page 1
<PAGE> 36
ARTICLE II
PARTICIPATION

2.1 Eligibility and Participation. Each person, who is both a participant
in the Pension Plan and whose accrued benefit under the Pension Plan
is reduced by the limitation on compensation imposed by Section
401(a)(17) of the Code or by the limitations on benefits imposed by
Section 415 of the Code and has been named by the Board of Directors
of the Company as an eligible employee by having his or her name set
forth in Appendix A to the Plan, shall become a Participant in the
Plan; provided that no person shall be or become a Participant
hereunder prior to January 1, 1983. (Each person who becomes a
Participant shall be referred to hereinafter as a "Participant.") The
Board of Directors shall in its sole and absolute discretion determine
those persons eligible to participate and shall take appropriate
action to have Appendix A appropriately revised as necessary.

2.2 Duration. Any person who became a Participant shall continue to be a
Participant as long as he is entitled to benefits hereunder.

Page 2
<PAGE> 37
ARTICLE III
BENEFIT; PAYMENT

3.1 Accrued Benefit.

(a) If at any time any benefit otherwise payable under the
provisions of the Pension Plan in respect of a Participant,
including any benefit payable with respect the Participant's
spouse or other beneficiary entitled thereto, shall be reduced
by reason of the limitations on maximum benefits under Section
415 of the Code, and/or the limitation on the amount of
compensation of a Participant that may be considered under
Section 401(a)(17) of the Code, the Participant or his spouse
or other beneficiary shall be entitled to receive a retirement
benefit, subject to the terms and conditions of the Plan,
equal to the excess, if any, of --

(1) the amount of benefit under the Pension Plan,
calculated without regard to the limitations imposed
by Sections 401(a)(17) and 415 of the Code and
without regard to the restriction that limits the
years of service that may be recognized to 35 years;
over

(2) the amount of the benefit under the Pension Plan as
limited by Sections 401(a)(17) and 415 of the Code
and with regard to the restriction that limits the
years of service that may be recognized to 35 years.

(The benefit determined under this Section 3.1 shall be
referred to hereinafter as the "Accrued Benefit.")

(b) The Accrued Benefit under the Plan shall be paid only if, and
under the condition that, the benefit under the Pension Plan
described in subsection 3.1(a)(2) be and is paid to the
Participant, his surviving spouse, or other beneficiary; and
the forfeiture, for any cause, including death, of the benefit
under the Pension Plan as described in subsection 3.1(a)(2)
above shall cause the forfeiture of the Accrued Benefit under
the Plan.

3.2 Time and Method of Payment. The Accrued Benefit shall commence to be
paid with, and continue to be paid as long as, benefit payments to
such Participant or his spouse or beneficiary entitled thereto under
the Pension Plan, and shall be paid in the same form and manner as
benefits under the Pension Plan; provided, however, the Employer may
convert the benefits payable under the Plan into any actuarial
equivalent form of payment as determined by the Employer with the
advice of an actuary.

Page 3
<PAGE> 38
ARTICLE IV
FUNDING

4.1 Funding. All benefits under this Plan shall be paid directly from the
general funds of the Employer, and no special or separate fund shall
be established and no other segregation of assets shall be made to
assure payment. No Participant, spouse, or beneficiary shall have any
right, title or interest whatever in or to any investments which
Employer may make to aid the Employer in meeting its obligation
hereunder. Nothing contained in this Plan, and no action taken
pursuant to its provisions, shall create or be construed to create a
trust of any kind, or a fiduciary relationship, between an Employer
and any Participant, spouse, or beneficiary of a Participant. To the
extent that any person acquires a right to receive payments from the
Employer hereunder, such rights shall be no greater than the right of
an unsecured creditor of the Employer.

Page 4
<PAGE> 39
ARTICLE V
AMENDMENT, ADMINISTRATION

5.2 Administration. The Plan shall be administered by the Board of
Directors of the Company, which shall be authorized to interpret the
Plan, to adopt rules and practices concerning the administration of
the Plan, to resolve questions concerning the eligibility for the
amount of the Accrued Benefit, and to delegate all or any portion of
its authority hereunder to a committee of the Board of Directors or to
designated officers or employees of any Employer.

5.3 Deduction of Taxes from Amounts Payable. The Employer may deduct from
the amount to be distributed such amount as the Employer, in its sole
discretion, deems proper for the payment of income, employment, death,
succession, inheritance, or other taxes with respect to benefits under
the Plan.

5.4 Indemnification. Each Employer shall indemnify and hold harmless each
employee, officer, or director of an Employer to whom is delegated
duties, responsibilities, and authority with respect to the Plan
against all claims, liabilities, fines and penalties, and all expenses
reasonably incurred by or imposed upon him (including but not limited
to reasonable attorney fees) which arise as a result of his actions or
failure to act in connection with the operation and administration of
the Plan to the extent lawfully allowable and to the extent that such
claim, liability, fine, penalty, or expense is not paid for by
liability insurance purchased or paid for by an Employer.
Notwithstanding the foregoing, an Employer shall not indemnify any
person for any such amount incurred through any settlement or
compromise of any action unless the Employer consents in writing to
such settlement or compromise.

5.5 Expenses. The expenses of administering the Plan shall be paid by the
Employers.

Page 5
<PAGE> 40
ARTICLE VI
MISCELLANEOUS

6.1 Interests not Transferable. Benefits payable under this Plan shall
not be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, charge, garnishment,
execution, or levy of any kind, either voluntary or involuntary,
including any such liability which is for alimony or other payments
for the support of a spouse or former spouse, or for any other
relative of a Participant prior to actually being received by the
person entitled to the benefit under the terms of the Plan, and any
attempt to anticipate, alienate, sell, transfer, assign, pledge,
encumber, charge, or otherwise dispose of any right to benefits
payable hereunder shall be void. The Employer shall not in any manner
be liable for, or subject to, the debts, contracts, liabilities,
engagements, or torts of any person entitled to benefits hereunder.
If any person shall attempt to, or shall alienate, sell, transfer,
assign, pledge, or otherwise encumber his benefits under this Plan, or
if by any reason of his bankruptcy or other event happening at any
time, such benefit would devolve upon any other person or would not be
enjoyed by the person entitled thereto under the Plan, the Board of
Directors of the Company, in its discretion, may terminate the
interest in any such benefits of the person entitled thereof under the
Plan and hold or apply them to or for the benefit of such person
entitled thereto under the Plan or his spouse, children, or other
dependents, or any of them, in such manner as the Board of Directors
of the Company may deem proper.

6.2 Contract of Employment. Nothing contained herein shall be construed
to constitute a contract of employment between a Participant and an
Employer.

6.5 Law Governing. The Plan shall be construed and enforced according to
the laws of Indiana other than its laws respecting choice of law.

Page 6
<PAGE> 41
IN WITNESS WHEREOF, the Company has executed this restated Plan this
30th day of March, 1993.

GREAT LAKES CHEMICAL CORPORATION

By: /s/ Emerson Kampen
-------------------------------

ATTEST:

/s/ Mike Roberts
- ----------------------------------

Page 7
<PAGE> 42
GREAT LAKES CHEMICAL CORPORATION
SUPPLEMENTAL RETIREMENT PLAN

APPENDIX A
ELIGIBLE EMPLOYEES

The Employees listed below compose a select group of management or highly
compensated Employees of the Employer who have been named by the Board of
Directors as an Eligible Employee for purposes of the Plan.

NAME OF EMPLOYEE
----------------

Emerson Kampen
Robert B. McDonald
Robert T. Jeffares
John S. Little
David A. Hall

Additional persons who are not named executives are participants in
the Plan.

<PAGE> 43
Attachment 4a

GREAT LAKES CHEMICAL CORPORATION
SUPPLEMENTAL RETIREMENT PLAN

SPECIAL SUPPLEMENT

WHEREAS, at a meeting of the Board of Directors of the Company on
March 11 and 12, 1991, the Board approved an improvement in the preretirement
death benefit that would be payable to the surviving spouse of Dr. Emerson
Kampen in the event of his death prior to retirement; and

WHEREAS, such benefit is in addition to the preretirement death
benefits from the Pension Plan and the Supplemental Plan; and

WHEREAS, it is appropriate to memorialize such benefit and to describe
the manner of its calculation; and

WHEREAS, the Pension Plan of the Company credits as benefit service
only service up to 35 years of service with the Company; and

WHEREAS, in consideration of the long service of Dr. Emerson Kampen to
the Company, there was never any intent to limit his retirement benefit by
applying the 35 years maximum service limitation; and

WHEREAS, the addition to the Supplemental Plan of a number of new
participants and with the prospect that other employees will be named
participants at some point in the future, it was deemed appropriate to move to
this special supplement the provision of the Supplemental Plan that permits the
benefit of Dr. Emerson Kampen to be calculated by recognizing all of his years
of service with the Company in the calculation of the benefits under the
Supplemental Plan and this Special Supplement.

NOW, THEREFORE, BE IT RESOLVED, that this Special Supplement to the
Supplemental Retirement Plan is hereby adopted to provide as follows:

1. Effective as of March 12, 1991, in addition to the
preretirement death benefits payable under Article III of the Supplemental
Retirement Plan, the benefit payable to the surviving spouse, if any, of Dr.
Emerson Kampen in the event of his death prior to his retirement shall be a
100% survivor annuity that shall be determined in accordance with Section
3.1(a)(1) of the Supplemental Plan, assuming Dr. Kampen retired on the day
prior to his death and elected to receive his retirement benefit in the form of
a reduced joint and 100% survivor pension and died the next day, with such
benefit reduced by the 50% survivor benefits payable from the Pension Plan and
Supplemental Plan as determined in accordance with Section 3.1(b) of the
Supplemental Plan. The additional preretirement death benefit described in
this Special Supplement shall be

<PAGE> 44
payable in a lump sum amount that is actuarially equivalent to the additional
preretirement death benefit described herein. The actuarial equivalent factors
set forth in the Pension Plan shall be used in such determination.

2. Notwithstanding the provisions of Section 5.1 of the Pension
Plan and Section 3.1 of the Supplemental Plan, which limit Benefit Service to
35 years, in calculating the retirement benefit payable to Dr. Emerson Kampen
from the Supplemental Plan and in calculating the preretirement death benefit
under this Special Supplement, all of Dr. Kampen's years of Benefit Service
shall be recognized as Benefit Service.

IN WITNESS WHEREOF, the Company has executed this Special Supplement,
the 30th day of September, 1994.

Great Lakes Chemical Corporation

By: /s/ Robert T. Jeffares
------------------------------------

Attest:

/s/ Steve Mead
- -----------------------------------

<PAGE> 45
Attachment 4b

Amendment

Great Lakes Chemical Corporation
Supplemental Retirement Plan
(Restated Effective January 1, 1993)

WHEREAS, Great Lakes Chemical Corporation (the "Company") amended and
restated the Great Lakes Chemical Corporation Supplemental Retirement Plan (the
"Plan") effective January 1, 1993; and

WHEREAS, Section 5.1 of the Plan reserves to the Company the right to
amend the Plan; and

WHEREAS, the Omnibus Budget Reconciliation Act of 1993 limited (the
OBRA limits) the compensation that may be recognized under the Retirement Plan
for Certain Employees of Great Lakes Chemical Corporation (the Pension Plan);
and

WHEREAS, the Board of Directors of the Company recognized that such
reduction would severely impact the retirement benefits of a select group of
senior executives of the Company and as a consequence such executives were
added as participants in the Plan; and

WHEREAS, the Company believes it appropriate to clarify the operation
of the Plan with respect to these new participants by setting forth with
greater detail the definition of pay to be used in the Supplemental Plan and by
moving to a Special Supplement those provisions of the Supplemental Plan that
are unique to Dr. Emerson Kampen.

NOW, THEREFORE, the following amendments to the Plan are hereby
adopted effective as of January 1, 1994 (the date the OBRA limits became
effective):

1. The description of the Accrued Benefit is restated to read as follows:

3.1 Accrued Benefit.

(1) the amount of the benefit under the Pension Plan,
calculated without regard to the limitations imposed by
Sections 401(a)(17) and 415 of the Code but

<PAGE> 46
with regard to the definition of pay set forth in
paragraph (c) below and with regard to the 35- year
service limit set forth for the Pension Plan; over

(2) the amount of the benefit under the Pension Plan as
limited by Sections 401(a)(17) and 415 of the Code.

(The benefit determined under this Section 3.1 shall be
referred to hereinafter as the "Accrued Benefit.")

(c) For purposes of the calculation in subparagraph 3.1(a)(1)
above, the following definition of "Pay" shall be used in lieu
of the definition of "Pay" set forth in Section 2.1(bb) of the
Pension Plan:

"Pay" means, except as excluded below, a Participant's
total direct compensation, including bonus, (provided,
however, that bonuses shall be recognized as Pay when accrued
not when paid), overtime pay, and special allowances or
compensation received from the Employer in a Plan Year and any
amounts contributed in a Plan Year by an Employer for the
Participant's benefit (but not including any matching
contributions made by an Employer) to any cash or deferred
arrangement under Section 401(k) and/or cafeteria plan under
Section 125 of the Code maintained by an Employer and any
amounts deferred by a Participant under a non-qualified
deferred compensation plan of the Employer that supplements
the Company's Great Lakes Savings Plan. Pay shall not include
compensation or other income received or recognized by the
Participant upon the issuance or exercise of any stock option
granted by an Employer, payments of deferred bonuses (and
accrued interest) where such bonus was previously recognized
as Pay at the time accrued and payments of amounts previously
deferred under the Company's non-qualified deferred
compensation savings plan where such amount was previously
recognized as Pay.

2. A special Supplement is added to the Plan to memorialize those aspects
of the Supplemental Plan unique to Dr. Emerson Kampen.

<PAGE> 47
IN WITNESS WHEREOF, the Company has executed this Special Supplement,
the 30th day of September, 1994.

Great Lakes Chemical Corporation

By: /s/ Robert T. Jeffares
-----------------------------------

Attest:

/s/ Steve Mead
- -----------------------------------

<PAGE> 48
Attachment 5

GREAT LAKES CHEMICAL CORPORATION

SUPPLEMENTAL SAVINGS PLAN

(Effective January 1, 1995)

<PAGE> 49
TABLE OF CONTENTS

<TABLE>
<S> <C>
ARTICLE I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Establishment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Establishment and Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Applicability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.3 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.1 Eligibility and Participation . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.2 Duration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.1 Deferral Election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.2 Matching Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

ARTICLE IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Participant's Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
4.1 Participants' Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
4.2 Interest on Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
4.3 Valuation of Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
4.4 Quarterly Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
4.5 Investment Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE V . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Payment of Deferred Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
5.1 Payments Upon Retirement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
5.2 Payment Upon Disability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
5.3 Payments Upon Death . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
5.4 Payments Upon Financial Emergency . . . . . . . . . . . . . . . . . . . . . . . . 9
5.5 Small Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
5.6 Beneficiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

ARTICLE VI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Funding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
6.1 Funding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

ARTICLE VII . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Amendment, Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
7.1 Amendment and Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
7.2 Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
7.3 Deduction of Taxes from Amounts Payable . . . . . . . . . . . . . . . . . . . . . 12
7.4 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
7.5 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
7.6 Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

</TABLE>

<PAGE> 50
<TABLE>
<S> <C>
ARTICLE VIII . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
8.1 Interests not Transferable . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
8.2 Contract of Employment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
8.3 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
8.4 Invalidity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
8.5 Law Governing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

Appendix A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

</TABLE>

<PAGE> 51
GREAT LAKES CHEMICAL CORPORATION
SUPPLEMENTAL SAVINGS PLAN
(Effective January 1, 1995)

ARTICLE I
Establishment

1.1 Establishment and Purpose. Great Lakes Chemical Corporation (the
"Company") hereby adopts the Great Lakes Chemical Corporation
Supplemental Savings Plan (the "Plan"), effective January 1, 1995 (the
"Effective Date"). The purpose of the Plan is to provide each
Participant in the Plan with the benefits the Participant would have
received under the Great Lakes Savings Plan, as amended, ("Savings
Plan") except for the limitations on compensation and benefits imposed
by various sections of the Internal Revenue Code of 1986, as amended,
("Code") or any successor thereto. The Plan works in conjunction with
the Savings Plan to provide the Participants with the same benefits as
a percentage of compensation that are available under the Savings Plan
to those employees not affected by the Code Limitations. The Company
and any entity which, with the approval of the Board of Directors of
the Company, adopts the Plan shall be referred to hereinafter as
"Employer." The Plan is intended to benefit a select group of
management or highly compensated employees of the Employer.

1.3 Definitions. Capitalized terms herein shall have the same meaning as
the Savings Plan except as defined herein.

1
<PAGE> 52
ARTICLE II
Participation

2.1 Eligibility and Participation. Each person, who is (i) a Participant
in the Savings Plan and whose right to contribute to or receive an
allocation under the Savings Plan is reduced by the limitation on
compensation imposed by Section 401(a)(17) of the Code, by the
limitations on benefits imposed by Section 415(c) of the Code, by the
limitations on pre-tax deferrals imposed by Section 401(k) of the Code
and Section 402(g) of the Code, and by the limitations on matching
contributions and after-tax contributions under Section 401(m) of the
Code (such limitations are collectively referred to as the "Code
Limitations"); and (ii) has been named by the Board of Directors of
the Company as an eligible employee by having his or her name set
forth in Appendix A to the Plan, shall become a Participant; provided,
however, no person shall become a Participant prior to the date of
execution of the Plan. (Each person who becomes a Participant shall
be referred to hereinafter as a "Participant.") The Employer shall
establish for each Participant a Deferred Compensation Account.

2.2 Duration. Any person who became a Participant shall continue to be a
Participant as long as he is entitled to benefits hereunder.

2
<PAGE> 53
ARTICLE III
Contributions

3.1 Deferral Election.

(a) Each Participant shall be entitled to make an annual advance
written election to defer receipt of up to 15% of the
Compensation otherwise payable to him by the Employer. Such
Deferral Amount shall be expressed as a percentage of
Compensation. The written election must be received not later
than December 15, 1994 to be effective for the first calendar
quarter of 1995. A Deferral Election once made shall remain in
effect from calendar quarter to calendar quarter and from
calendar year to calendar year until changed by the Participant.
An election once made or deemed made for a calendar quarter shall
not be revocable. A Participant may change and a new Participant
may make his election for any future calendar quarter and
following calendar quarters by giving advance written notice to
the Committee not less than 30 days prior to the start of the
calendar quarter for which the change is to be effective.

(b) A Participant may elect to discontinue deferrals at anytime upon
reasonable notice to the Committee.

(c) A Deferral Amount Election under this Section 3.1 shall be made
in conjunction with the Participant's pre-tax election under the
Savings Plan, and the Employer shall deposit into the Savings
Plan such amount of the Participant's Deferral Amount as is
consistent with the provisions of the Savings Plan and with such
administrative procedures of the Employer as it may implement
from time to time to insure compliance with the requirements of
the Savings Plan and the Code Limitations.

(d) In the event any amounts under the Savings Plan must be
distributed from the Savings Plan to the Participant, such
amounts will not be credited to the Participant's Deferred
Compensation Account in the Plan unless such amount will not be
treated as taxable income to the Participant.

3.2 Matching Contribution. The Employer shall make a deemed contribution
to a Participant's Deferred Compensation Account equal to the amount
of Matching Contribution to which the Participant would have been
entitled under the Savings Plan, had the Participant's Deferral Amount
under this Plan been contributed to the Savings Plan without regard to
the Code

3
<PAGE> 54
Limitations. The Employer Matching Contribution shall be credited to
the Participant's Deferred Compensation Account on the same date as
matching contributions are credited to Participants' accounts under
the Savings Plan.

4
<PAGE> 55
ARTICLE IV
Participant's Accounts

4.1 Participants' Accounts. The Committee shall create and maintain
adequate records to disclose the interest in the Plan of each
Participant and Beneficiary. Records shall be in the form of
individual bookkeeping accounts, and credits and charges shall be made
to those accounts pursuant to Article III and the following provisions
of this Article IV. Each Participant shall have a separate Deferred
Compensation Account. The Participant's interest in that portion of
his Deferred Compensation Account attributable to the Participant's
pre-tax contributions shall at all times be fully vested. The
Participant's interest in that portion of his Deferred Compensation
Account attributable to the Employer's matching contributions shall
become vested in accordance with the Savings Plan; such that a
Participant credited with the completed Years of Service shown below,
as determined under the Savings Plan, shall be vested in the
percentage of his Employer matching contribution as shown below:

<TABLE>
<CAPTION>
Completed Years of Vested Interest in
Service Matching Contributions
------- ----------------------
<S> <C>
Less than 2 0%

2 20%

3 40%

4 60%

5 80%

6 or more 100%
</TABLE>

4.2 Interest on Accounts. Each Participant's Deferred Compensation
Account shall be credited with earnings as provided in this section.

(a) The Deferred Compensation Account of a Participant shall be
credited with earnings and losses from the date it was
established through the date the entire Deferred Compensation
Account is distributed to the Participant or his Beneficiary. A
Participant's Deferred Compensation Account shall be credited
with earnings or charged with losses in accordance with
procedures and at a rate adopted from time to time by the
Committee.

5
<PAGE> 56
(b) The Committee reserves the right, in its sole discretion, to
increase or decrease the rate at which earnings are credited to
Participants' accounts, but the earnings rate shall not be
decreased for periods prior to such action.

4.3 Valuation of Accounts. The value of a Participant's Deferred
Compensation Account as of any date shall equal the dollar amount of
any deferrals and Employer contributions credited to the Deferred
Compensation Account, adjusted for the earnings or losses deemed to be
credited to the Deferred Compensation Account in accordance with
Section 4.2 and decreased by the amount of any payments made from the
Deferred Compensation Account to the Participant or his Beneficiary.
Earnings, losses, contributions and distributions are credited or
changed to the Deferred Compensation Account each regular business
day, i.e., each day the New York Stock Exchange is open for business,
in accordance with the procedures of the recordkeeper.

4.4 Quarterly Reports. Within 60 days following the end of each calendar
quarter, the Committee shall provide to each Participant a written
statement of the amount standing to his credit in the Deferred
Compensation Account as of the end of that calendar quarter.

4.5 Investment Funds.

(a) Notwithstanding Section 4.2, 4.3 and 4.4, the Committee, in its
sole discretion, may elect to establish for each Participant an
Employee owned separate investment account in the name of the
Employer (Investment Fund) to assist the Employer in accumulating
the assets needed to pay the promised benefits. In the event
that a separate Investment Fund is established, the Committee may
direct that the Participant's Deferred Compensation Accounts
shall be invested through such Investment Fund in one or more
investment funds to be determined from time to time by the
Committee. The Committee shall direct the investment of a
Participant's Deferred Compensation Account among the investment
funds in the Investment Fund at its discretion, but the Committee
may consult with the Participants as to the investment funds in
which their Account should be invested.

(b) In the event the Committee exercises its discretion as described
above, a Participant's Deferred Compensation Account shall be
credited with earnings or charged with losses in accordance with
the investment funds in which such Investment Fund is invested.
The Participant's Account shall be charged with distributions and
losses and credited

6
<PAGE> 57
with contributions and earnings in accordance with procedures
adopted by the Committee in consultation with any manager of the
Investment Funds.

(c) Despite the establishment of an Investment Fund or of specific
investment funds, a Participant shall have no claim to such
specific assets and such funds shall serve merely as a mechanism
for assisting the Employer in meeting its obligations under the
Plan and measuring the value of a Participant's Account.

7
<PAGE> 58
ARTICLE V
Payment of Deferred Compensation

5.1 Payments Upon Retirement.

(a) Except as provided in Section 5.5 or Subsection 5.1(b), upon a
Participant's separation from service with the Employers, the
vested portion of the Participant's Deferred Compensation Account
shall be distributed to him in ten substantially equal annual
installments, the sum of which shall equal (i) the value of the
Participant's Deferred Compensation Account as of the date of his
separation from service, plus (ii) the earnings that will accrue
on the unpaid balance of the Deferred Compensation Account under
Article IV during the payout period, less, (iii) any
distributions from the Deferred Compensation Account. The first
annual installment shall begin as soon as practicable following
the recordkeeper's receipt of authorized instructions from the
Committee to make the payments. In addition, the annual
installments shall be redetermined each year as soon as
practicable following the anniversary of the start of such
payments. Annual installments shall be determined in accordance
with the declining balance method, whereby each year's
installment shall equal the product of the Participant's Deferred
Compensation Account at the time of payment multiplied by the
fraction of 1 over the number of remaining payments.

(b) A Participant may elect to receive his Deferred Compensation
Account in a single sum payment provided either such election is
made not less than one year prior to the Participant's
termination of employment with the Employer or in the event the
election is made within such one year period, such lump sum
distribution shall not be made earlier than the one year
anniversary of the election of the lump sum.

(c) Notwithstanding (a) or (b) above, the Committee may, in its sole
and absolute discretion at any time after a Participant separates
from service, distribute to the Participant the remaining balance
in the Participant's Deferred Compensation Account.

5.2 Payment Upon Disability. If a Participant suffers a disability,
within the meaning of the Employer's long-term disability plan,
deferrals and matching contributions that otherwise would have been
credited to the Participant's Deferred Compensation Account under this
Plan shall cease. The Participant's Deferred Compensation Account
will continue to be credited with earnings under Article IV during the
period of 60 days beyond the date deferrals and

8
<PAGE> 59
contributions cease, the Participant shall be treated for purposes of
this Plan as if he had separated from service, and his Deferred
Compensation Account shall be distributed pursuant to Section 5.1.

5.3 Payments Upon Death. If a Participant dies, his remaining Deferred
Compensation Account shall be distributed to his Beneficiary in a
single lump sum payment as soon as practicable after the Participant's
death. The value of the Participant's Deferred Compensation Account
shall be determined as of the valuation date that authorized
distribution directions are received by the Plan's recordkeeper from
the Committee.

5.4 Payments Upon Financial Emergency. A Participant, upon written
petition to the Committee, may withdraw some or all of that portion of
his Deferred Compensation Account that is attributable to the
Participant's contribution (the portion of the Deferred Compensation
Account attributable to contributions of the Employer is not available
for financial emergencies) if the Committee, in its sole discretion,
determines that the requested withdrawal is on account of an
unforeseeable financial emergency and that the amount to be withdrawn
does not exceed the amount necessary to satisfy the financial
emergency. Withdrawals under this section shall not be permitted to
the extent that the financial emergency may reasonably be relieved
through (a) reimbursement or compensation by insurance or otherwise,
(b) liquidation of the Participant's assets (to the extent liquidation
would not in itself cause a financial hardship), or (c) suspension or
cessation of deferrals under the Plan. For purposes of this section,
an "unforeseeable financial emergency" means severe financial hardship
to the Participant resulting from a sudden and unexpected illness or
accident of the Participant or his dependents; loss of the
Participant's property due to casualty; or other similar extraordinary
and unforeseeable circumstances arising as a result of events beyond
the Participant's control.

5.5 Small Payment. Notwithstanding any other provision of this Plan, if
the value of a Participant's Deferred Compensation Account, upon his
separation from service does not exceed $15,000, the balance of his
Deferred Compensation Account shall be distributed in the form of a
single lump sum payment to the Participant.

5.6 Beneficiaries. A Participant's "Beneficiary" shall be the person or
persons, including a trustee, designated in writing pursuant to
practices of, or rules prescribed by, the Committee, as the recipient
of a benefit payable under the Plan following the Participant's death.
To be effective, a Beneficiary designation must be filed with the
Committee during the Participant's life on a form prescribed by the
Committee; provided, however, that a finalized divorce or

9
<PAGE> 60
marriage (other than a common law marriage) shall automatically revoke
a previously filed Beneficiary designation, unless in the case of
divorce, the ex-spouse was not designated as Beneficiary or in the
case of marriage, the Participant's new spouse is already the
designated Beneficiary. If no person has been designated as the
Participant's Beneficiary, if a Participant's Beneficiary designation
has been revoked by marriage or divorce, or if no person designated as
Beneficiary survives the Participant, the Participant's estate shall
be his Beneficiary.

10
<PAGE> 61
ARTICLE VI
Funding

6.1 Funding. All benefits under this Plan shall be paid directly from the
general funds of the Employer, and no special or separate fund shall
be established and no other segregation of assets shall be made to
assure payment. No Participant, spouse, or beneficiary shall have any
right, title or interest whatever in or to any investments which
Employer may make to aid the Employer in meeting its obligation
hereunder. Nothing contained in this Plan, and no action taken
pursuant to its provisions, shall create or be construed to create a
trust of any kind, or a fiduciary relationship, between an Employer
and any Participant, spouse, or beneficiary of a Participant.
Notwithstanding the foregoing, the Employer may at its sole discretion
establish the Investment Fund described in Section 4.5 as a vehicle
for accumulating the assets needed to pay the promised benefit. To
the extent that any person acquires a right to receive payments from
the Employer hereunder, such rights shall be no greater than the right
of an unsecured creditor of the Employer.

11
<PAGE> 62
ARTICLE VII
Amendment, Administration

7.1 Amendment and Termination. The Company reserves the right at any time
to modify, amend, or terminate the Plan, provided that the Company
shall not cancel, reduce, or otherwise adversely affect the amount of
benefits of any Participant credited as of the date of any such
modification, amendment, or termination, without the consent of the
Participant.

7.2 Administration. The Plan shall be administered by the Compensation
Committee of the Board of Directors of the Company (the "Committee),
which shall be authorized to interpret the Plan, to adopt rules and
practices concerning the administration of the Plan, to resolve
questions concerning eligibility for the Plan, amounts credited to
Deferred Compensation Accounts, timing of distributions, crediting of
earnings and other matters regarding the administration of the Plan.

7.3 Deduction of Taxes from Amounts Payable. The Employer may deduct from
the amount to be distributed under the Plan such amount as the
Employer, in its sole discretion, deems proper for the payment of
income, employment, death, succession, inheritance, or other taxes
with respect to benefits under the Plan.

7.4 Indemnification. Each Employer shall indemnify and hold harmless each
employee, officer, or director of an Employer to whom is delegated
duties, responsibilities, and authority with respect to the Plan
against all claims, liabilities, fines and penalties, and all expenses
reasonably incurred by or imposed upon him (including but not limited
to reasonable attorney fees) which arise as a result of his actions or
failure to act in connection with the operation and administration of
the Plan to the extent lawfully allowable and to the extent that such
claim, liability, fine, penalty, or expense is not paid for by
liability insurance purchased or paid for by an Employer.
Notwithstanding the foregoing, an Employer shall not indemnify any
person for any such amount incurred through any settlement or
compromise of any action unless the Employer consents in writing to
such settlement or compromise.

7.5 Expenses. The expenses of administering the Plan shall be paid by the
Employer.

7.6 Claims. Claims for benefits shall be considered by the Committee in
accordance with the claims procedures set forth in the Savings Plan.

12
<PAGE> 63
ARTICLE VIII
Miscellaneous

8.1 Interests not Transferable. Benefits payable under this Plan shall
not be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, charge, garnishment,
execution, or levy of any kind, either voluntary or involuntary,
including any such liability which is for alimony or other payments
for the support of a spouse or former spouse, or for any other
relative of a Participant prior to actually being received by the
person entitled to the benefit under the terms of the Plan, and any
attempt to anticipate, alienate, sell, transfer, assign, pledge,
encumber, charge, or otherwise dispose of any right to benefits
payable hereunder shall be void. The Employer shall not in any manner
be liable for, or subject to, the debts, contracts, liabilities,
engagements, or torts of any person entitled to benefits hereunder.
If any person shall attempt to, or shall alienate, sell, transfer,
assign, pledge, or otherwise encumber his benefits under this Plan, or
if by reason of his bankruptcy or other event happening at any time,
such benefit would devolve upon any other person or would not be
enjoyed by the person entitled thereto under the Plan, the Board of
Directors of the Company, in its discretion, may terminate the
interest in any such benefits of the person entitled thereof under the
Plan and hold or apply them to or for the benefit of such person
entitled thereto under the Plan or his spouse, children, or other
dependents, or any of them, in such manner as the Board of Directors
of the Company may deem proper.

8.2 Contract of Employment. Nothing contained herein shall be construed
to constitute a contract of employment between a Participant and an
Employer.

8.3 Headings. The headings of Articles and Sections are included solely
for convenience of reference, and if there is any conflict between
such headings and the text of this Plan, the text shall control.

8.4 Invalidity. If any provision of this Plan shall be held invalid or
unenforceable, such invalidity or unenforceability shall not affect
any other provisions hereof and the Plan shall be construed and
enforced as if such provisions, to the extent invalid or
unenforceable, had not been included.

8.5 Law Governing. The Plan shall be construed and enforced according to
the laws of Indiana other than its laws respecting choice of law.

13
<PAGE> 64
IN WITNESS WHEREOF, the Company has executed this Plan this 2nd day
of December, 1994.

GREAT LAKES CHEMICAL CORPORATION

By: /s/ Robert T. Jeffares
-----------------------------------

ATTEST:

/s/ Steve Mead
- -----------------------------------

14
<PAGE> 65
GREAT LAKES CHEMICAL CORPORATION
SUPPLEMENTAL SAVINGS PLAN

Appendix A

<TABLE>
<CAPTION>
Participant Date of Participation
----------- ---------------------
<S> <C>
John Little January 1, 1995

Robert Jeffares January 1, 1995

David Hall January 1, 1995

Robert McDonald January 1, 1995

Robert Hollier January 1, 1995
</TABLE>

Additional persons who are not named executives are participants in the
Plan.

15
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET, STATEMENT OF INCOME, AND STATEMENT OF CASHFLOW AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995
<EXCHANGE RATE> 1
<CASH> 204,088
<SECURITIES> 0
<RECEIVABLES> 555,475
<ALLOWANCES> (8,821)
<INVENTORY> 362,346
<CURRENT-ASSETS> 1,134,794
<PP&E> 1,104,318
<DEPRECIATION> (459,965)
<TOTAL-ASSETS> 2,308,794
<CURRENT-LIABILITIES> 478,682
<BONDS> 277,012
<COMMON> 72,065
0
0
<OTHER-SE> 1,239,910
<TOTAL-LIABILITY-AND-EQUITY> 2,308,794
<SALES> 569,035
<TOTAL-REVENUES> 575,600
<CGS> 385,389
<TOTAL-COSTS> 456,000
<OTHER-EXPENSES> 7,490
<LOSS-PROVISION> 705
<INTEREST-EXPENSE> 2,212
<INCOME-PRETAX> 101,227
<INCOME-TAX> 32,900
<INCOME-CONTINUING> 68,327
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 68,327
<EPS-PRIMARY> 1.02
<EPS-DILUTED> 1.02

</TABLE>