GREAT LAKES CHEMICAL CORP, DEF 14A, 1995-03-24

GREAT LAKES CHEMICAL CORP
DEF 14A, 1995-03-24
CHEMICALS & ALLIED PRODUCTS

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<PAGE> 1

SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the registrant /X/

Filed by a party other than the registrant / /

Check the appropriate box:

/ / Preliminary proxy statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))

/X/ Definitive proxy statement

/ / Definitive additional materials

/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

GREAT LAKES CHEMICAL CORPORATION
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(Name of Registrant as Specified in Its Charter)

GREAT LAKES CHEMICAL CORPORATION
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

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

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(2) Aggregate number of securities to which transaction applies:

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

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

(4) Proposed maximum aggregate value of transaction:

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

(5) Total fee paid:

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

/ / Fee paid previously with preliminary materials.

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

/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.

(1) Amount previously paid:

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(2) Form, schedule or registration statement no.:

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(3) Filing party:

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(4) Date filed:

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<PAGE> 2

GREAT LAKES CHEMICAL CORPORATION
WEST LAFAYETTE, INDIANA

------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 4, 1995

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of GREAT
LAKES CHEMICAL CORPORATION (the "company") will be held at the University Place
Conference Center and Hotel, 850 West Michigan Street, Indianapolis, Indiana, on
Thursday, May 4, 1995, at 11:00 a.m. for the following purposes:

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

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;

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;

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

5. To transact such other business as may properly come before the meeting
or any adjournment thereof.

The Board of Directors has fixed March 6, 1995, as the date of record for
the meeting, and only stockholders of record at the close of business on such
date shall be entitled to vote at the meeting or any adjournment thereof.

A proxy statement, form of proxy and a copy of the annual report of the
company for the year 1994 are enclosed herewith.

By Order of the Board of Directors,

MARY P. MCCLANAHAN
Secretary
March 28, 1995

YOUR VOTE IS IMPORTANT

YOU ARE URGED TO MARK, SIGN, AND DATE THE ENCLOSED PROXY AND RETURN IT
PROMPTLY IN THE ENCLOSED POSTAGE PAID BUSINESS REPLY ENVELOPE, WHETHER OR NOT
YOU EXPECT TO ATTEND THE ANNUAL MEETING.
<PAGE> 3

GREAT LAKES CHEMICAL CORPORATION
ONE GREAT LAKES BOULEVARD, P.O. BOX 2200, WEST LAFAYETTE, INDIANA 47906-0200

------------------------
PROXY STATEMENT
MARCH 28, 1995
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 4, 1995

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

The enclosed proxy is solicited on behalf of the Board of Directors of
Great Lakes Chemical Corporation (the "company"). It is for use only at the
Annual Meeting of the Stockholders to be held on May 4, 1995, and at any
adjournment thereof.

As of March 6, 1995, the record date of the meeting, 66,484,504 shares of
common stock of the company were outstanding, and each share is entitled to one
vote. Only stockholders of record at the close of business on that date will be
entitled to vote at the meeting. A majority of such holders, present in person
or represented by proxy, constitutes a quorum.

Any stockholder executing a proxy retains the right to revoke it at any
time prior to its use at the Annual Meeting. A proxy may be revoked by delivery
of written notice of revocation to the Secretary of the company, by execution
and delivery of a later proxy or by voting the shares in person at the Annual
Meeting. If not revoked, all shares represented by properly executed proxies
will be voted as specified therein.

The election of directors requires a majority of the shares present (in
person or by proxy) at the meeting and entitled to vote. Accordingly, a vote
which is withheld in the election of a director will have the effect of a vote
against the election of said director. Approval of any other proposal requires a
majority of the shares present and entitled to vote thereon and abstentions as
to any such proposal therefore have the effect of votes against it. Under the
New York Stock Exchange rules, brokers who hold street name shares can vote in
their discretion in the election of directors and with respect to Proposal 2 and
Proposal 3, but cannot vote on Proposal 4 without customer instructions. Where a
broker submits a proxy but cannot vote as to a proposal (a "broker non-vote"),
the related shares are not viewed as entitled to vote thereon and, consequently,
any broker non-vote will not be counted in determining whether Proposal 4
receives a majority of the shares present and entitled to vote thereon. A quorum
will exist if the shares present (including broker non-votes) constitute a
majority of the outstanding shares.

PROPOSAL ONE: ELECTION OF DIRECTORS

The Certificate of Incorporation of the company provides that the number of
directors shall be not less than three nor more than eleven, and shall be
divided into three classes of equal size (to the extent possible), with one
class to be elected each year, in rotation, for a term of three years. The Board
of Directors is currently comprised of nine members, divided equally into three
classes. Unless otherwise instructed, the proxy holders will vote the proxies
received by them for the three nominees, William H. Congleton, John S. Day and
Louis E. Lataif, for three-year terms to expire at the annual meeting in 1998
and until their successors are duly elected and qualified. Nominees Congleton,
Day and Lataif are currently serving as directors and have consented to serve
for the new term. Although the nominees are not expected to decline or be unable
to serve as directors, in each such event the proxies will be voted by the proxy
holders for such other person as may be designated by the present Board of
Directors.

Information in the biographies that follow is current as of March 1, 1995.
None of the business organizations, other than Great Lakes Chemical Corporation,
with which the named individuals maintain their principal occupation or
employment is a parent, subsidiary or affiliate of the company.

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<PAGE> 4

NOMINEES TO SERVE UNTIL THE 1998 ANNUAL MEETING

WILLIAM H. CONGLETON Director since 1973. (1), (4)

Mr. Congleton, 73, is a general partner of Palmer Partners L.P., a private
investment partnership. Mr. Congleton also serves as a director of Advanced
Circuit Technology, Inc., as a trustee of the Lahey-Hitchcock Medical
Foundation, and as an overseer of both the Boston Symphony Orchestra and the New
England Conservatory of Music.

JOHN S. DAY Director since 1975. (1), (2), (3)

Dr. Day, 77, is vice president emeritus of Purdue University, having
previously been a Herman C. Krannert Professor of Management. Until 1983, he
served as vice president for Development of Purdue University and until 1979,
served as dean of the Krannert School of Management at Purdue University.

LOUIS E. LATAIF Director since 1995.

Mr. Lataif, 56, is Dean of the School of Management at Boston University, a
position he assumed in 1991 after a distinguished 27-year career with Ford Motor
Company which included positions as vice president and general manager of Ford
Division, vice president North American Sales Operations, and president of Ford
of Europe. Dean Lataif also serves on the boards of Bank Audi USA, Bath
Ironworks, Fred Jones Industries and the Lahey-Hitchcock Clinic.

DIRECTORS SERVING UNTIL THE 1997 ANNUAL MEETING

MARTIN M. HALE Director since 1978. (1), (3), (4)

Mr. Hale, 54, non-executive chairman of the Board, is executive vice
president and director of Hellman Jordan Management Company, Inc., a registered
investment advisor specializing in asset management and a wholly-owned
subsidiary of United Asset Management Company. Prior to 1983, he was president
and chief executive officer of Marsh & McLennan Asset Management Company. He
also serves as a director of the Student Conservation Association, chairman of
the Board of Governors of the School of The Museum of Fine Arts, Boston, and a
trustee of the Museum of Fine Arts.

EMERSON KAMPEN Director since 1971. (3), (4)

Dr. Kampen, 66, chairman emeritus, joined the company in 1951 as a chemical
engineer. During this time, he held a number of key management positions,
including those of president, chief executive officer, and chairman. He is a
director of Inland Steel Industries, Inc., Lafayette Life Insurance Company, NBD
Bank, N.A. and PSI Resources, Inc. He is also a trustee of Purdue University and
a director of several chemical industry trade associations.

RICHARD H. LEET Director since 1994. (1), (2)

Dr. Leet, 68, retired as vice chairman and director of Amoco Corporation in
1991 following a lifelong career with Amoco which included service as President
of Amoco Chemicals Company. Dr. Leet serves as a director of Illinois Tool
Works, Landauer, Inc., and Vulcan Materials Company, vice chairman of the
Foundation Board of The Ohio State University, and a trustee of Brenau
University, Gainesville, Georgia. He is also currently a member of the Executive
Board of the National Council of The Boy Scouts of America which he led as
president in 1990-1992. Previously he served as chairman of the Board of both
The Industrial Health Council and The YMCA of Metropolitan Chicago.

2
<PAGE> 5

DIRECTORS SERVING UNTIL THE 1996 ANNUAL MEETING

THOMAS M. FULTON Director since 1995.

Mr. Fulton, 61, serves as president and chief executive officer of
Landauer, Inc., a provider of radiation monitoring services. Prior to joining
Landauer in 1978, his career included various management positions at Union
Carbide, BASF, and ICN Pharmaceuticals, Inc. Mr. Fulton also serves on the
boards of the Chicago Theological Seminary, South Suburban Hospital and the
Bethel Community Facility.

LEO H. JOHNSTONE Director since 1982. (1), (2), (3)

Mr. Johnstone, 77, retired from Phillips Petroleum Company in 1982,
following a lifelong career with Phillips which began in 1940 as a petroleum
engineer and culminated as vice chairman. Mr. Johnstone is a director of City
Bank and Trust in Oklahoma City, a former trustee of the Frank Phillips
Foundation and a former member of the Council of Delaware Tribe of Indians, as
well as being active in civic affairs.

ROBERT B. MCDONALD Director since 1994.

Mr. McDonald, 58, chief executive officer and president of the company,
began his career with Great Lakes in 1968 as a chemical engineer. He has served
as assistant to the president; managing director of Great Lakes
Chemical(Europe), Limited; vice president - engineering; senior vice president;
executive vice president; and chief operating officer. He was appointed to the
Board of Directors in July 1994 and named to his current position in September
1994. Mr. McDonald served as a director of Huntsman Chemical Corporation until
March 1995. As well as being involved with several professional organizations,
including the Chemical Manufacturers Association, he is affiliated with the
Cystic Fibrosis Foundation and serves on the boards of several local civic and
philanthropic organizations.
-------------------------

(1) Member of the Audit Committee
(2) Member of the Compensation and Incentive Committee
(3) Member of the Executive Committee
(4) Member of the Finance Committee

DIRECTORS' COMPENSATION

All directors, except Mr. McDonald, receive an annual retainer of $23,500.
The non-executive chairman of the Board receives an additional annual retainer
of $100,000 in recognition of his expanded responsibilities. All non-employee
directors are paid $2,500 annually for service on one or more committees.
Committee chairmen receive an additional annual retainer of $1,000. All
non-employee directors receive $1,000 per day for attendance at meetings of the
Board of Directors and, with the exception of the chairman, $1,000 per day for
special assignments. The company provides each non-employee director with a term
life insurance policy of $50,000 and an accidental death and dismemberment
insurance benefit of $200,000. In addition, each non-employee director serving
on the Board for a minimum of five years is eligible for retirement benefits,
with payments beginning at the later of age 70 or the director's retirement from
the Board. Annual retirement benefits are equal to the amount of the annual
retainer in effect at the time of retirement and are payable for the life of the
director adjusted for length of service. The fees paid to directors are reviewed
each year based on industry surveys of fees paid to directors in similarly-sized
industrial and specialty chemical companies.

DIRECTOR MEETINGS AND COMMITTEES

The company has Audit, Compensation and Incentive, Executive, and Finance
Committees, the members of which are as shown in the preceding presentation. The
Stock Option Committee and the Compensation Committee were combined in 1994 and
renamed the Compensation and Incentive Committee. The company does not have a
Nominating Committee. During 1994, the Board of Directors met eleven times. Dr.
Kampen attended fewer than 75 percent of the combined total number of meetings
of the Board of

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<PAGE> 6

Directors and Committees on which he served while contending with illness. Each
of the other directors attended more than 97 percent of the aggregate of the
total number of Board and Committee meetings he was required to attend.

The Audit Committee, which met once during 1994, reviews the adequacy of
internal controls and the work of the independent and internal auditors,
consults with the independent auditors concerning the audit report and the
related management letter, and makes recommendations to the Board concerning the
selection of independent auditors.

The Compensation Committee, which met four times during 1994, made
recommendations to the Board with respect to compensation for the company's
executives.

The Stock Option Committee, which met twice during 1994, administered the
company's Employee Stock Option Plans.

The Compensation and Incentive Committee, which met four times during 1994,
combines the functions of the former Compensation and Stock Option Committees.

The Executive Committee, which met four times during 1994, is empowered to
act for the Board, with certain restrictions, in the management and affairs of
the company.

The Finance Committee, which met once during 1994, and includes officers
Jeffares and Ferguson in addition to the Board members indicated above, reviews
the financial affairs of the company and makes recommendations for action to the
Board.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to all
stockholders known to the company to have been beneficial owners of more than
five percent of its Common Stock, and information with respect to the company's
common stock beneficially owned by directors of the company, the executive
officers of the company included in the Summary Compensation Table set forth
under the caption "Executive Compensation and Other Information" below who were
employed by the company as of such date, and all directors and executive
officers of the company as a group.

<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT OF
NAME AND ADDRESS OF BENEFICIAL COMMON STOCK
OF BENEFICIAL OWNER OWNERSHIP (1)(2)(3)(4) OUTSTANDING
----------------------------------------------------------- ---------------------- ------------
<S> <C> <C>
FMR Corp................................................... 7,615,294 11.5%
Investment Advisor and Related Entities(5)
82 Devonshire Street
Boston, MA 02109
State Farm Mutual Automobile Insurance Company............. 5,439,600 8.2%
and Related Entities(6)
One State Farm Plaza
Bloomington, Illinois 61710
Emerson Kampen(7).......................................... 1,114,570 1.7%
Robert B. McDonald......................................... 77,938 *
Robert T. Jeffares(8)...................................... 153,154 *
John S. Little(9).......................................... 32,234 *
David A. Hall(10).......................................... 39,140 *
Robert L. Hollier(11)...................................... 75,901 *
William H. Congleton(12)................................... 16,000 *
John S. Day(13)............................................ 4,100 *
Thomas M. Fulton........................................... 0 *
Martin M. Hale(14)......................................... 221,347 *
</TABLE>

4
<PAGE> 7

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

* Less than 1%.

(1) Information concerning persons known to the company to be beneficial owners
of more than 5 percent of its common stock is based upon the most recently
available reports furnished by the companies on Schedule 13G filed with the
Securities and Exchange Commission.

(2) Information concerning ownership of common stock by directors of the
company, named executives, and directors and executive officers as a group
is as of March 1, 1995.

(3) Unless otherwise indicated, beneficial ownership is direct, and the person
indicated has sole voting and investment power.

(4) Ownership of executive officers includes shares of stock options
exercisable within 60 days as disclosed in the table on options exercised
and value of options at end of fiscal year.

(5) Each of the following FMR Corp. entities has reported sole voting power to
vote or to redirect the vote of 339,744 shares, and sole disposition power
or power to redirect the disposition of 7,615,294 shares: Fidelity
Management & Research Company reported 7,008,550 shares; Fidelity
Management Trust Company reported 601,144 shares; and Fidelity
International Limited reported 5,600 shares. Fidelity Management & Research
Company and Fidelity Management Trust Company are both wholly-owned
subsidiaries of FMR Corp. Fidelity International Limited operates as an
independent entity.

(6) Each of the following State Farm entities has reported sole voting power
and sole disposition power, and disclaims "beneficial ownership" as to all
shares as to which each has no right to receive the proceeds of sale of the
security and disclaims that it is part of a group: State Farm Mutual
Automobile Insurance Company reported 3,484,800 shares; State Farm
Investment Management Corporation has 897,300 shares; and State Farm
Employees Incentive and Thrift Plan reported 1,057,500 shares. State Farm
Investment Management Corporation is a wholly-owned subsidiary of State
Farm Fire and Casualty Company, which in turn is a wholly-owned subsidiary
of State Farm Mutual Automobile Insurance Company.

(7) Includes 400 shares held indirectly by Dr. Kampen through spousal ownership
and 20,335 shares held indirectly as co-trustee of two irrevocable trusts
for his children and grandchildren, respectively. Dr. Kampen disclaims
beneficial ownership of these 20,335 shares.

(8) Includes 155 shares held indirectly by Mr. Jeffares in the company's 401(k)
Plan, 4,966 shares through spousal ownership, and 200 shares owned by his
stepchildren.

(9) Includes 235 shares held indirectly by Dr. Little in the company's 401(k)
Plan.

(10) Includes 400 shares held by Mr. Hall's minor children in Universal Gifts to
Minors Trust in which Mr. Hall disclaims any beneficial ownership, and 823
shares held indirectly through the company's 401(k) Plan.

(11) Includes 718 shares held indirectly by Mr. Hollier through the company's
401(k) Plan.

(12) Includes 4,400 shares held indirectly by Mr. Congleton through a trust for
Mr. Congleton's grandchildren. Mr. Congleton disclaims beneficial ownership
of these shares.

(13) Includes 320 shares owned indirectly by Dr. Day's wife.

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<PAGE> 8

(14) Includes 195,840 shares held by Mr. Hale as co-trustee and 1,000 shares
held by his wife as trustee for his children. Mr. Hale disclaims beneficial
ownership of these 196,840 shares.

(15) Includes 14,000 shares held indirectly by Mr. Johnstone as co-trustee of a
family limited partnership.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

SUMMARY COMPENSATION TABLE

The following table sets forth certain information regarding compensation
paid during each of the company's last three years to Emerson Kampen and Robert
B. McDonald, both of whom served as chief executive officer of the corporation
during 1994, with Mr. McDonald assuming that position on September 27, 1994, and
to each of the company's four other most highly compensated executive officers
("Named Officers").

<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS
------------
ANNUAL COMPENSATION SECURITIES
-------------------------- ALL UNDERLYING ALL OTHER
SALARY BONUS OTHER ANNUAL OPTIONS/ COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) COMPENSATION SARS(#)(1) ($)(2)
------------------------------- ---- ------- ------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Emerson Kampen (3)............. 1994 730,433 -- 70,000 1,125
former chairman, president 1993 865,558 500,000 70,000 2,358
and chief executive officer 1992 790,529 475,000 60,000 4,364

Robert B. McDonald............. 1994 350,900 250,000 10,000 1,125
president and chief executive 1993 253,031 95,000 7,000 2,358
officer 1992 238,173 70,000 8,000 3,562

Robert T. Jeffares............. 1994 319,500 115,000 12,000 1,125
executive vice president and 1993 261,115 105,000 10,000 2,358
chief financial officer 1992 231,231 80,000 9,000 3,562

John S. Little (4)............. 1994 282,808 95,000 138,590 11,000 1,125
senior vice president

David A. Hall.................. 1994 254,115 75,000 10,000 1,125
senior vice president 1993 217,615 90,000 8,000 2,358
1992 194,654 70,000 8,000 3,016
Robert L. Hollier (5).......... 1994 250,000 52,000 7,500 8,427
vice president 1993 223,517 60,000 7,000 18,134
1992 205,000 55,000 7,000 6,141
</TABLE>

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

(1) Options to acquire shares of common stock.

(2) Includes employer matching contributions on behalf of Messrs. Kampen,
McDonald, Jeffares, Little, and Hall under the company's 401(k) Plan.

(3) Dr. Kampen ceased serving as chairman, chief executive officer and president
on September 27, 1994. His salary reflects his compensation through
September 30, 1994, and includes fees of $31,875, $23,250, and $21,875 paid
in 1994, 1993, and 1992, respectively, for his service as a director of the
company. Dr. Kampen was placed on disability October 1, 1994.

(4) As a foreign service employee, Dr. Little was provided with certain
additional compensation, including $138,590 for taxes in excess of those
that he would have incurred in the United States, his base country.
Disclosure of Dr. Little's prior compensation is not required.

(5) All Other Compensation includes employer matching contributions on behalf of
Mr. Hollier in the amount of $1,125 for 1994, $2,358 for 1993, and $2,600
for 1992 under the company's 401(k) Plan. As an employee of OSCA, Inc., a
wholly-owned subsidiary of the company, Mr. Hollier does not

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<PAGE> 9

participate in the Great Lakes Chemical Pension Plan. OSCA employees
participate in a defined contribution plan. OSCA contributed $7,302,
$15,776 and $3,541 to this plan on behalf of Mr. Hollier in 1994, 1993 and
1992, respectively.

Note: The only type of Other Annual Compensation for each of the named
officers, other than Dr. Little, was in the form of perquisites and
was less than the level required for reporting for the years 1992
through 1994. No restricted stock awards or LTIP payouts were made
during the years 1992 through 1994.

STOCK OPTION PLANS

The company has two stock option plans which provide for grants of options
to key employees. Plan provisions allow grants of incentive stock options,
non-qualified stock options or other stock-based awards with terms not to exceed
10 years, at an option price which is not less than the market value of the
company's shares on the date of grant.

Proposals Two and Three in this proxy statement request stockholder
approval of certain amendments to the 1993 Employee Stock Compensation Plan and
the 1984 Employee Stock Option Plan, and of both amended plans in their
entirety.

OPTION GRANTS DURING 1994 FISCAL YEAR

The following table provides information related to options granted to the
named executive officers during the year 1994:

OPTION/SAR GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
NUMBER OF % OF TOTAL AT ASSUMED ANNUAL RATES
SECURITIES OPTIONS/SARS OF STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE OR FOR OPTION TERM(1)
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION ---------------------------
NAME GRANTED(2) 1994 PRICE($/SH)(3) DATE 5%($) 10%($)
--------------------------- ------------ ------------ -------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Emerson Kampen............. 70,000 29.1% $ 77.500 2/26/04 $3,417,750 $8,625,750
Robert B. McDonald......... 10,000 4.2% $ 77.500 2/26/04 $ 488,250 $1,232,250
Robert T. Jeffares......... 12,000 5.0% $ 77.500 2/26/04 $ 585,900 $1,478,700
John S. Little............. 11,000 4.6% $ 77.500 2/26/04 $ 537,075 $1,355,475
David A. Hall.............. 10,000 4.2% $ 77.500 2/26/04 $ 488,250 $1,232,250
Robert L. Hollier.......... 7,000 3.3% $ 77.500 2/26/04 $ 366,188 $ 924,188
Increase in Market Value to
Common Stockholders(4)... $3.4 Billion $8.6 Billion
</TABLE>

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

(1) The potential realizable value portion of the foregoing table illustrates
value that might be realized upon exercise of options immediately prior to
the expiration of their term, assuming the specified amount of compounded
rates of appreciation on the company's common stock over the term of the
options.

(2) All options granted in 1994 are exercisable in cumulative 33 percent
installments commencing no less than one year from date of grant, with full
vesting occurring on the third anniversary date or retirement of an employee
over 63 years of age. Each named executive officer received only a single
grant in 1994. For additional information regarding options, see "Employment
and Change-of-Control Agreements" and Proposals 2 and 3.

(3) The option exercise price may be paid in shares of common stock owned by the
executive officer, in cash, or in a combination of the foregoing.

(4) Calculated by using a common stock price of $77.50 and the average shares
outstanding for 1994, assuming 5 and 10 percent compounded growth rates.
Increase in market value to common stockholders is shown for comparative
purposes only and is not a prediction of future stock performance.

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<PAGE> 10

OPTION EXERCISES IN FISCAL YEAR 1994 AND VALUE OF OPTIONS AT DECEMBER 31, 1994

The following table provides information related to options exercised by
the named executive officers during the 1994 fiscal year and the number and
value of options held at the fiscal year-end. The company does not have any
stock appreciation rights.

OPTION EXERCISES IN FISCAL YEAR 1994 AND VALUE OF OPTIONS AT END OF FISCAL YEAR

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-THE
OPTIONS AT MONEY OPTIONS AT
SHARES DECEMBER 31, 1994 (#) DECEMBER 31, 1994 ($)(1)
ACQUIRED ON VALUE ---------------------------- ----------------------------
NAME EXERCISE (#) REALIZED ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------ --------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Emerson Kampen....... 54,800 2,978,550 416,134 136,666 11,828,211 112,489
Robert B. McDonald... -- -- 49,627 17,333 1,267,052 14,995
Robert T. Jeffares... -- -- 107,333 21,667 3,759,502 16,873
John S. Little....... 12,162 188,391 8,226 20,112 184,596 92,321
David A. Hall........ -- -- 27,437 17,999 455,718 30,002
Robert L. Hollier.... -- -- 61,000 14,500 1,932,126 13,124
</TABLE>

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

(1) Value based on market value of the company's common stock at date of
exercise or end of fiscal year minus the exercise price multiplied by the
number of shares to which the exercise relates.

PENSION PLAN

The company has a non-contributory defined benefit pension plan covering
substantially all U.S. employees. The company also has non-qualified
Supplemental Retirement Plans ("SERPs"). These SERPs provide for benefits which,
except for the application of the limits of Section 415 and Section 401(a)(17)
of the Internal Revenue Code, would have been payable to employees under the
pension plan, and gives an employee approximately the same retirement benefits
he would have received had he been with the company 35 years at the time of his
retirement. Payments under the SERPs will be paid by the company out of its
general assets. The table below shows the estimated annual straight life annuity
benefits payable to participants of both the defined benefit plan and SERPs upon
retirement at age 65. The benefits indicated in the table reflect a reduction
for Social Security benefits, as provided in the plan benefit formula.

The following table shows the estimated annual benefits payable upon normal
retirement under the pension plan as augmented by SERPs.

<TABLE>
<CAPTION>
ESTIMATED ANNUAL BENEFITS
HIGHEST CONSECUTIVE NUMBER OF YEARS OF SERVICE
FIVE-YEAR AVERAGE --------------------------------------------------------------------
ANNUAL COMPENSATION 15 20 25 30 35 40
-------------------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$ 200,000....................... $ 46,973 $ 62,630 $ 78,288 $ 93,946 $109,603 $125,261
300,000...................... 71,723 95,630 119,538 143,446 167,353 191,261
400,000...................... 96,473 128,630 160,788 192,946 225,103 257,261
500,000...................... 121,223 161,630 202,038 242,446 282,853 323,261
600,000...................... 145,973 194,630 243,288 291,946 340,603 389,261
700,000...................... 170,723 227,630 284,538 341,446 398,353 455,261
800,000...................... 195,473 260,630 325,788 390,946 456,103 521,261
900,000...................... 220,223 293,630 367,038 440,446 513,853 587,261
1,000,000...................... 244,973 326,630 408,288 489,946 571,603 653,261
1,100,000...................... 269,723 359,630 449,538 539,446 629,353 719,261
</TABLE>

Annual Compensation covered by the plan is defined as gross pay, which is
essentially identical to the total salary and bonus compensation reported for
the six named individuals as shown in the Summary Compensation Table. Credited
years of service under the plans as of December 31, 1994, were: Dr. Kampen, 43;
Mr. McDonald, 26; Mr. Jeffares, 11; Dr. Little, 13; and Mr. Hall, 11. Mr.
Hollier is not a participant in the company's Pension Plan.

8
<PAGE> 11

SAVINGS PLANS

Substantially all U.S. employees of the company are eligible to
participate, immediately upon employment, in a Savings Plan ("401(k) Plan")
maintained by the company. Employees may elect to contribute up to 15 percent of
their pay into the Plan, subject to certain limits prescribed by Section 402(g)
of the Internal Revenue Code. The company makes a matching contribution of $.50
for each dollar of an employee's contribution of the first two percent of pay.
An additional matching contribution of $.50 for each dollar that an employee
contributes on the next two percent of pay is made if the company's after-tax
profits for the year exceed 130 percent of the annual average after-tax profits
for the two preceding years. Employees determine how their salary deferrals and
matching contributions are invested by selecting from investment alternatives,
including the company's stock. All deferrals and contributions are placed in
individual accounts and held in trust.

A non-qualified Supplemental Savings Plan provides participants with the
benefits which, except for the limitations of OBRA '93, they would have received
under the Great Lakes Savings Plan, as amended. Payments under this supplemental
plan are paid by the company out of its general assets.

EMPLOYMENT AND CHANGE-IN-CONTROL AGREEMENTS

The company recognizes that establishing and maintaining a strong
management team is essential to protecting and enhancing the interests of the
company and its stockholders. In order to ensure management stability and the
continuity of key management personnel, the company has entered into agreements
with each of the named individuals in the Summary Compensation Table and with
other executive officers of the company. The material terms and conditions of
these agreements provide that if, following a Change-in-Control of the company,
the company or a successor terminates the employment of any covered executive
officer other than for cause or disability, or any such executive officer
terminates his employment with the company for Good Reason, then such executive
officer will, with certain limitations, receive a payment equal to three times
the sum of his then annual salary and the highest annual bonus paid or awarded
to him in the year in which such termination occurs or either of the two full
calendar years immediately preceding the year of termination. In addition, all
stock options issued to such executive officer will become immediately
exercisable. The company will also continue the participation of such executive
officer in the company's or a successor's life, disability, health and other
benefit plans (or provide equivalent benefits) for a maximum period of three
years after termination. These agreements may be terminated by the company at
any time except in the event there is a Change-in-Control of the company.

9
<PAGE> 12

REPORT OF THE COMPENSATION AND INCENTIVE COMMITTEE
OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION

The Compensation and Incentive Committee (the "Committee"), which is
comprised of three independent non-employee directors, is committed to
maintaining a strong, positive link between business performance, strategic
goals, and employee compensation and benefit programs. It is responsible for
approving the overall compensation of the chief executive officer and other key
executives, and providing them with the opportunity to earn total compensation
commensurate with their contributions to the success of the company. The
Committee administers and grants awards under all executive compensation plans
and ensures that compensation levels are externally competitive and internally
equitable. The Committee recognizes that the company's future success depends
upon attracting and retaining superior performance-oriented key executives to
enhance stockholder value through the development, production and sale of high
quality products at competitive prices. A well-trained, highly-motivated and
innovative team of employees is a key element in the company's ability being
able to achieve its goals.

COMPENSATION COMPONENTS

Corporate and individual performances are recognized through both
short- and long-term incentive compensation plans, designed to align and
satisfy the interests of executives and stockholders. The total compensation
program consists of three components: base salary, annual incentive
compensation awards in the form of cash bonuses, and long-term incentive
compensation in the form of stock options.

BASE SALARIES

The Committee reviews each executive officer's salary annually. When
determining the base salaries of the executive officers, the Committee considers
level and scope of responsibility, experience, company and business unit
performance, individual performance, and competitive market conditions. In
addition, the Committee reviews various compensation surveys of similarly-sized
industrial and specialty chemical companies. The specialty chemical compensation
surveys are prepared by consultants using information available to them and
would include largely the same companies as are included in the following
performance graph. Also during 1994, an independent compensation and benefits
consulting firm evaluated the competitiveness of the executives' salaries and
total compensation packages as compared to industry-wide practices. The
Committee is satisfied that the company's compensation policy is reasonable and
competitive in light of the size of the company, the industry it serves, its
profitability and overall return to stockholders. The Committee also considers
recommendations from the chief executive officer regarding the compensation
levels for other executive officers. Base salaries are targeted to be between
the market median and the 75th percentile.

ANNUAL AWARDS (BONUSES)

Annual incentive compensation in the form of cash bonuses provides
additional incentive for superior performance. A Management Incentive
Compensation Plan was established by the Committee in 1994 and provides for
awards based on the attainment of pre-determined corporate, business unit and
individual performance goals. For 1994, the Committee approved a corporate goal
based on pre-tax earnings per share and business unit goals based on operating
income.

LONG-TERM INCENTIVE COMPENSATION

Long-term incentive compensation is comprised of annual grants of stock
options to key employees which are designed to motivate executives to achieve
strategic business objectives and to improve the long-term performance of the
company's stock and total return to stockholders. Since options are only granted
at the market value at the time of grant, the Committee believes that the
ultimate value of stock options is closely linked to the company's future
success in that the awards will only result in value to the executive if the
price of the company's stock appreciates. In 1994, stock option grant levels
were based on an evaluation of each executive's contributions and his position
and responsibilities within the organization.

10
<PAGE> 13

The Committee recently approved a Stock Option Grant Guideline which
provides clear and consistent guidance for the granting of stock options under
the provisions of the 1993 Employee Stock Compensation Plan. The Guideline
provides direction on participation eligibility, administration of the program,
timing of option grants and size of grants. Stock option awards are based on
company and individual performance, and the grant ranges were developed based on
competitive surveys. The Committee does not take into consideration options
already outstanding in determining the number of stock options granted to a
particular employee in any year.

CHIEF EXECUTIVE COMPENSATION

On May 1, 1994, Dr. Kampen's base compensation was increased by 11.4
percent to $975,000 based on the Company's financial results in 1993 versus
1992, as well as the level of his positions, his scope of responsibility, and
his many years of outstanding service to the company. Dr. Kampen's compensation
and stock option award were based on the judgement of the Committee, which took
into consideration his contributions over the years and the anticipation that he
would recover from his illness and reassume his responsibilities as chief
executive officer. Narrow quantitative measures and formulas were not viewed as
sufficiently comprehensive for this determination. The Committee considered that
Dr. Kampen's compensation and stock option grant were appropriate relative to
those of other chief executive officers of companies similar in size to Great
Lakes. Due to continuing ill health, Dr. Kampen, who had served as chief
executive officer from 1977 through September 27, 1994, was placed on disability
on October 1, 1994.

Mr. McDonald assumed the position of chief executive officer on September
27, 1994. Following a survey of the median salaries for chief executive officers
in the overall chemical industry and in particular of those companies with sales
in the $2 billion plus range, Mr. McDonald's base compensation was increased to
$525,000 per year in consideration of his expanded responsibilities. On March 6,
1995, he was granted a bonus of $250,000 in recognition of his and the company's
performance in 1994. The Committee believes that Mr. McDonald's compensation is
merited by his performance and contributions to the company's success.

The Committee also considered the effect the Revenue Reconciliation Act of
1993 had on executive compensation. None of the company's officers received
covered compensation in excess of $1 million dollars in 1994. The Committee will
continue to review the company's compensation program on a year-by-year basis.

The Compensation and Incentive Committee is composed of three members, none
of whom is or has been a former employee of the company and there are no
Compensation and Incentive Committee interlocks. This report is submitted by the
members of the Compensation and Incentive Committee.

Compensation and Incentive Committee
John S. Day
Leo H. Johnstone
Richard H. Leet

COMPENSATION COMMITTEE
INTERLOCKS AND INSIDER PARTICIPATION

Mr. Hale is executive vice president and a director of Hellman Jordan
Management Company, Inc. ("Hellman"), a wholly-owned subsidiary of United Asset
Management Company. Great Lakes uses several companies including Hellman to
manage its pension assets. Hellman received $72,634 in fees for its services
during 1994. The amount of fees paid to Hellman were well below five percent of
its revenues.

11
<PAGE> 14

STOCK PRICE PERFORMANCE GRAPH

The graph below compares the cumulative total return to stockholders on the
common stock of the company for the last five years to the cumulative total
return on the S&P 500 Composite and S&P Specialty Chemical Indices over the same
period.

GREAT LAKES CHEMICAL CORPORATION VS. S&P EQUITY INDICES
TOTAL RETURN TO SHAREHOLDERS OVER FIVE YEARS

<TABLE>
<CAPTION>
S&P SPE-
S&P 500 CIALTY GREAT LAKES
MEASUREMENT PERIOD COMPOSITE CHEMICAL CHEMICAL CO
(FISCAL YEAR COVERED) INDEX INDEX RPORATION
<S> <C> <C> <C>
12/89 100.00 100.00 100.00
12/90 96.90 96.10 135.99
12/91 126.42 136.66 245.46
12/92 138.05 143.72 298.66
12/93 149.78 163.87 323.38
12/94 151.74 143.06 248.63
</TABLE>

12
<PAGE> 15

PROPOSAL TWO: TO APPROVE AMENDMENTS TO PARAGRAPHS 6 AND 13A OF THE
COMPANY'S 1993 EMPLOYEE STOCK COMPENSATION PLAN,
AND TO APPROVE THE AMENDED 1993 PLAN IN ITS ENTIRETY.

INTRODUCTION

On March 6, 1995, the Board of Directors of the company amended and
restated the company's 1993 Employee Stock Compensation Plan (the "1993 Plan")
subject to approval by the company's stockholders of the amendments adopted by
the Board, and the amended 1993 Employee Stock Compensation Plan in its entirety
(Exhibit A).

The primary purposes of the amendments encompassed in Proposal Two are (a)
to provide the company's dedicated, long-term employees with the potential of
increased flexibility in exercising their stock awards when considering
retirement and estate planning, (b) to ensure full and continued deductibility
of executive compensation received under the 1993 Plan pursuant to Section
162(m) of the Internal Revenue Code of 1986, as amended, and (c) to satisfy the
requirements of Section 16(b) of the Securities Exchange Act of 1934 and Rule
16b-3 of the Securities and Exchange Commission ("SEC"), promulgated thereunder.

These amendments, if approved, will:

(a) allow on a case-by-case basis, and subject to the discretion of the
Board (or, by delegation, the Compensation and Incentive Committee), a period of
three years after retirement or death for an option holder, or his or her
estate, to exercise options (Paragraph 13A); and

(b) limit the maximum number of shares that may be awarded to any employee
in any year to 150,000 [Paragraph 6(d)], subject to any adjustment provided for
in Paragraph 11 of the 1993 Plan.

BACKGROUND AND PURPOSE OF THE PLAN

The purpose of the 1993 Plan is to attract and retain executives and other
key employees with outstanding ability and to motivate these employees to
promote the interests of the company by granting them a significant financial
interest in the company's future success through stock ownership.

The 1993 Plan, which was approved by the stockholders on May 6, 1993, and
will terminate on May 6, 2003, authorized the issuance of 2,000,000 shares of
common stock. From May 6, 1993, to March 1, 1995, the company awarded options to
executives and key employees covering a total of 503,810 shares of its common
stock. No options have yet been exercised. 1,496,190 shares are available for
future Awards.

All options granted pursuant to the 1993 Plan will be governed by the terms
thereof.

PRINCIPAL FEATURES OF THE 1993 PLAN (as amended)

General Provisions

1. The 1993 Plan may be administered by the Board of Directors or by the
Compensation and Incentive Committee of the Board of Directors (the
"Committee"), either of which shall have complete authority to interpret the
1993 Plan and to make all determinations necessary or advisable for the
administration of the Plan.

2. The Committee may grant "incentive stock options" meeting the
requirements of Section 422(a) of the Internal Revenue Code and non-qualified
stock options or other stock-based awards, collectively referred to as "Awards".

3. The maximum number of shares of common stock that are reserved for
issuance under the 1993 Plan is 2,000,000 shares of common stock of the company.

4. Only executive officers and other key employees (as defined in the
1993 Plan) of the company or any of its subsidiaries may be granted Awards. The
Board may, in its sole discretion, determine the person or persons to whom
Awards are to be granted and the number of shares to be covered by each such
Award.

13
<PAGE> 16

Except for the limitation to be imposed under new Paragraph 6(d) of the 1993
Plan, it is not possible at the present time to state the total number of
officers and key employees who may be selected to receive Awards or the number
of shares of common stock which will be covered by any such Awards.

5. The maximum number of shares that may be awarded to any employee in
any year shall not exceed 150,000, subject to adjustment as provided for in
Paragraph 11 of the 1993 Plan.

6. The 1993 Plan shall remain in effect for ten (10) years from the
effective date thereof.

7. The Board has complete power and authority to amend, modify or
terminate the 1993 Plan, except that any amendment that would increase the
number of shares available for Awards under the 1993 Plan would require approval
of the company's stockholders. No termination or amendment may, without the
consent of the individual to whom any Award shall have been granted under the
1993 Plan, adversely affect the right of such individual under such Award.

Although the 1993 Stock Compensation Plan provides the Board with full
authority to amend the Plan (other than to increase the total number of shares
available for grant to optionees under the Plan), in order for the company to
meet the requirements of Section 162(m) of the Internal Revenue Code of 1986, as
amended, regarding the deductibility of executive compensation and to satisfy
the requirements of Section 16(b) of the Securities Exchange Act of 1934 and SEC
Rule 16b-3, promulgated thereunder, stockholder approval is required.

8. Awards granted under the 1993 Plan will be exercisable only during the
optionee's employment by the company, except that in the Board's (or, if such
authority is delegated by the Board, the Compensation and Incentive Committee's)
discretion an option may be exercisable for a period of up to three years after
retirement or death, and up to three months after the termination of an
optionee's employment for any other reason. An option may be exercised after the
termination of an optionee's employment only to the extent that (i) the optionee
was entitled to do so on the date of termination, and (ii) the option would not
otherwise have expired had the optionee continued to be employed by the company.
The Board (or, if such authority is delegated by the Board, the Compensation and
Incentive Committee) may, in its discretion, determine that an authorized leave
of absence or disability shall be deemed to satisfy the Plan's employment
requirements.

Stock Options

1. The option price in each instance will not be less than 100 percent of
the market value of the common stock at the time the option is granted. The
option price will be the closing price of the company's stock the preceding
trading day on the New York Stock Exchange and will remain constant during the
life of such option (subject to adjustment in the event of a recapitalization or
a similar change), regardless of the changes in the market value of the common
stock.

2. Upon exercise, the option purchase price is to be paid in full with
cash or, in the discretion of the Board, with common stock already owned by the
employee or with a combination of cash and common stock.

Other Stock-Based Awards

The Committee may grant other stock-based awards either alone or in
addition to other Awards under the 1993 Plan. The Committee may place such
restrictions on such Awards as the Committee determines to be necessary.

Federal Tax Consequences

a. Incentive Stock Option: An employee who has been granted an incentive
stock option will not realize taxable income, and the company will not be
entitled to a deduction at the time of the grant or exercise of such option. If
the employee makes no disposition of shares acquired pursuant to an incentive
stock option within two years from the date of grant of such option, or within
one year of the transfer of the shares to such employee, any gain or loss
realized on a subsequent disposition of such shares will be treated as a
long-term capital gain or loss. Under such circumstances, the company will not
be entitled to any deduction for federal

14
<PAGE> 17

income tax purposes. If the foregoing holding period requirements are not
satisfied, the employee will generally realize ordinary income at the time of
disposition in an amount equal to the lesser of (i) the excess of the fair
market value of the shares on the date of exercise over the option price or (ii)
the excess of the amount realized upon disposition of the shares, if any, over
the option price, and the company will be entitled to a corresponding deduction
for federal income tax purposes.

b. Non-Qualified Stock Option: An employee will not realize taxable
income at the time of the grant of an option which does not qualify as an
incentive stock option. Upon exercise, of such non-qualified stock option,
however, the employee will realize ordinary income in an amount measured by the
excess, if any, of the fair market value of the shares on the date of exercise
over the option price, and the company will be entitled to a corresponding
deduction for federal income tax purposes. Upon a subsequent disposition of such
shares, the employee will realize short-term or long-term capital gain or loss
with the basis for computing such gain or loss equal to the option price plus
the amount of ordinary income realized upon exercise.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF PROPOSAL TWO.

PROPOSAL THREE: TO APPROVE AN AMENDMENT TO PARAGRAPH 12A OF THE 1984
EMPLOYEE STOCK OPTION PLAN, AND TO APPROVE THE
AMENDED 1984 PLAN IN ITS ENTIRETY

INTRODUCTION

On March 6, 1995, the Board of Directors of the company amended and
restated the company's 1984 Employee Stock Option Plan (the "1984 Plan") subject
to approval by the company's stockholders of the amendment adopted by the Board,
and of the amended 1984 Employee Stock Option Plan in its entirety (Exhibit B).

The purpose of the amendment encompassed in Proposal Three is to provide
the company's dedicated, long-term employees with the potential of increased
flexibility in exercising their stock options when considering retirement and
estate planning. The proposed amendment to Paragraph 12A of the 1984 Plan, if
approved, will allow on a case-by-case basis, and subject to the discretion of
the Board (or, by delegation, the Compensation and Incentive Committee), a
period of three years after retirement or death for an option holder, or his or
her estate, to exercise options.

BACKGROUND AND PURPOSE OF THE PLAN

The purpose of the 1984 Plan was to attract and retain executives and other
key employees with outstanding ability and to motivate employees to have a
significant financial interest in the company's future success through stock
ownership.

The 1984 Plan, approved by the stockholders on May 3, 1984 and terminated
on May 3, 1994, authorized the issuance of 3,600,000 shares of common stock
(after adjustments for the 100 percent stock dividends in 1989 and 1991). From
May 3, 1984, to May 3, 1994, the company granted options to executives and key
employees covering a total of 3,600,000 shares of its common stock. Of that
total, options covering 1,978,763 shares have been exercised. Options totaling
1,613,237 shares remain outstanding under the 1984 Plan.

All options granted pursuant to the 1984 Plan will be governed by the terms
thereof.

PRINCIPAL FEATURES OF THE 1984 PLAN (as amended)

General Provisions

1. The 1984 Plan is administered by the Board of Directors or by the
Compensation and Incentive Committee of the Board of Directors (the
"Committee"), either of which shall have complete authority to interpret the
1984 Plan and to make all determinations necessary or advisable for the
administration of the Plan.

15
<PAGE> 18

2. The Committee granted "incentive stock options" meeting the
requirements of Section 422(a) of the Internal Revenue Code and non-qualified
stock options.

3. The number of shares of common stock reserved for issuance under the
1984 Plan was 3,600,000 shares (after adjustments for the 100 percent stock
dividends in 1989 and 1991) of common stock of the company.

4. Only executive officers and other key employees (as defined in the
1984 Plan) of the company or any of its subsidiaries were granted options under
the 1984 Plan. The Board, in its sole discretion, determined the person or
persons to whom options were to be granted and the number of shares to be
covered by each such option.

5. The 1984 Plan was in effect for ten (10) years from the effective date
thereof and terminated on May 3, 1994. While no further options will be granted
under this Plan, certain outstanding options issued under the Plan will remain
exercisable until 2004.

6. The Board has complete power and authority to amend, modify or
terminate the 1984 Plan, with the exception of any amendment that would increase
the number of shares available for grants under the 1984 Plan, and has the
authority to grant or amend any terms and conditions contained in the stock
option agreements covering options issued thereunder. No amendment may, without
the consent of the individual to whom any option has been granted under the 1984
Plan, adversely affect the rights of such individual under such option.

Although the 1984 Stock Option Plan provides the Board with full authority
to amend the Plan (other than to increase the total number of shares available
for grant under the Plan) and amend any terms or conditions contained in stock
option agreements, in order for the company to meet the requirements of Section
162(m) of the Internal Revenue Code of 1986, as amended, regarding the
deductibility of executive compensation and to satisfy the requirements of
Section 16(b) of the Securities Exchange Act of 1934 and SEC Rule 16b-3,
promulgated thereunder, stockholder approval is required.

7. Options granted under the 1984 Plan will be exercisable only during
the optionee's employment by the company or subsidiary, except that in the
Board's or Committee's discretion an option may be exercisable for a period of
up to three years after retirement or death, and up to three months after the
termination of an optionee's employment for any other reason. An option may be
exercised after the termination of an optionee's employment only to the extent
that the optionee was entitled to do so on the date of termination, and the
option would not otherwise have expired had the optionee continued to be
employed by the Company. The Board or the Committee may, in its discretion,
determine that an authorized leave of absence or disability shall satisfy the
Plan's employment requirements.

Stock Options

1. The option price for options granted under the 1984 Plan was not less
than 100 percent of the market value of the common stock at the time the option
was granted. The option price was determined by the closing price of the
company's stock the preceding trading day on the New York Stock Exchange and
remains constant during the life of such option (subject to adjustment in the
event of a recapitalization or a similar change), regardless of the changes in
the market value of the common stock.

Federal Tax Consequences

The federal tax implications for the employee and the company with respect
to the grant of incentive stock option and non-qualified stock options granted
under the 1984 Plan are the same as those detailed with respect to the 1993
Plan.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF PROPOSAL THREE.

16
<PAGE> 19

PROPOSAL FOUR: STOCKHOLDER PROPOSAL ON THE CERES PRINCIPLES

Four stockholders have given notice that they will introduce a proposal and
supporting statements (the "Proposal") for action at the Annual Meeting. The
names and addresses of the stockholders submitting the Proposal, as well as the
number of shares held by each such stockholder, will be furnished by the
company, either orally or in writing as requested, promptly upon receipt of any
oral or written request. The Proposal as submitted reads as follows:

WHEREAS WE BELIEVE:

The responsible implementation of a sound, credible environmental policy
increases long-term shareholder value by raising efficiency, decreasing clean-up
costs, reducing litigation, and enhancing public image and product
attractiveness;

Adherence to public standards for environmental performance gives a company
greater public credibility than following standards created by industry alone.
For maximum credibility and usefulness, such standards should reflect what
investors and other stakeholders want to know about the environmental records of
their companies;

Companies are increasingly being expected by investors to do meaningful,
regular, comprehensive and impartial environmental reports. These help investors
and the public to understand environmental progress and problems;

Uniform standards for environmental reports permits comparisons of
performance over time. It also allows companies to attract new capital from
investors seeking investments which are environmentally responsible and
responsive and which minimize risk of environmental liability.

WHEREAS:

The Coalition for Environmentally Responsible Economies (CERES) -- which
comprises large institutional investors (including shareholders of this Company)
with $160 billion in stockholdings, public interest representatives, and
environmental experts -- consulted with corporations and produced comprehensive
public standards for both environmental performance and reporting. Over 80
companies, including Sun [Oil], General Motors, H. B. Fuller, Polaroid, and
Arizona Public Service Company have endorsed the CERES Principles to demonstrate
their commitment to public environmental accountability. Fortune-500 endorsers
speak enthusiastically about the benefits that flow from working with CERES:
increasing public credibility; adding 'value' to the company's environmental
initiatives; and advancing the company's own environmental plans and agenda.

In endorsing the CERES Principles, a company commits to work toward:

1. Protection of the biosphere
2. Sustainable use of natural resources
3. Waste reduction & disposal
4. Energy conservation
5. Risk reduction
6. Safe products and services
7. Environmental restoration
8. Informing the public
9. Management commitment
10. Audits and reports

[Full text of the CERES Principles and the accompanying CERES Report Form
obtainable from CERES, 711 Atlantic Avenue, Boston MA 02110, tel: 617/451-0927.]

RESOLVED: Shareholders request the Company to endorse the CERES Principles
as a part of its commitment to be publicly accountable for its environmental
impact.

SUPPORTING STATEMENT

Concerned investors are asking the Company to be publicly accountable for
its environmental impact, including collaborating with this
corporate-environmental-investor-community coalition to develop: standards for
environmental performance and disclosure; methods for measuring progress toward
these goals; and

17
<PAGE> 20

a format for public reporting of progress. We believe this is comparable to the
European Community regulation for voluntary participation in verified and
publicly-reported eco-management and auditing.

We invite our Company to endorse the CERES Principles by (1) stating its
endorsement in a letter signed by a senior officer; (2) committing to implement
the Principles; and (3) annually publishing an environmental report in the
format of the CERES Report. This will complement -- not supplant -- internal
corporate environmental policies and procedures.

Without such public scrutiny, corporate environmental policies and reports
lack the critical component of adherence to standards upheld by management and
stakeholders alike. Shareholders are asked to vote FOR this resolution to
encourage our Company to demonstrate environmental leadership and
accountability.

THE BOARD RECOMMENDS THAT YOU VOTE "AGAINST" THIS PROPOSAL

The company shares the proponents' commitment to environmental stewardship
and accepts its responsibility for protecting human health, the environment and
natural resources. The company also shares the proponents' belief that
responsible implementation of sound environmental policy increases long-term
stockholder value. It is precisely for these reasons that after careful
consideration of various environmental stewardship programs, the company adopted
the guiding principles and codes of conduct developed by the Chemical
Manufacturers Association (CMA) known as Responsible Care(R).

The Responsible Care(R) initiative developed stringent guiding principles
and codes of conduct designed specifically for the chemical industry. The
initiative calls for meeting baseline commitments in health, safety and
environmental matters, and continuing progress in all criteria covered by the
code. Adoption of any other environmental stewardship programs, in addition to
Responsible Care(R), would not, in the opinion of management, alter or enhance
the company's commitment to its environmental responsibility.

Great Lake's Board believes that its scrutiny of the environmental
practices and policies of the company, and the responsibilities charged to, and
carried out by its chief executive officer and president, vice president
- environment and engineering, and corporate director of environmental affairs,
together with the company's participation in the Responsible Care(R) program of
the CMA, provide the most specific and focused approach for achieving
environmental compliance, enhancing environmental accountability, and thereby
achieving long-term stockholder value.

ACCORDINGLY, THE BOARD RECOMMENDS A VOTE AGAINST THE RESOLUTION PROPOSING
ADOPTION OF THE CERES PRINCIPLES.

SECTION 16(A) REQUIREMENTS

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the company's directors and officers, and persons who own more than 10 percent
of a registered class of the company's equity securities, to file initial
reports of ownership and reports of changes in ownership of the company's equity
securities with the SEC and the New York Stock Exchange. Such persons are
required by SEC regulations to furnish the company with copies of all Section
16(a) forms they file.

Based upon a review of the copies of the forms furnished to the company,
and written representations from certain reporting persons that no Forms 5 were
required, the company believes that during the fiscal 1994 year all filing
requirements applicable to its officers and directors were met with the
exception of (i) three items on Dr. Kampen's Form 5, reflecting two
distributions of shares to his family revocable trust and one distribution of
shares to his charitable foundation, which were reported late, (ii) one item on
Dr. Little's Form 5, reflecting his acquisition of shares through the company's
401(k) Plan, which was reported late, and (iii) one item on Mr. McDonald's Form
5, reflecting the grant of a stock option, which was reported late.

INFORMATION RESPECTING THE COMPANY'S
INDEPENDENT PUBLIC ACCOUNTANTS

The principal independent public accountants of the company, selected by
the Board of Directors for 1995, are Ernst & Young LLP, Indianapolis, Indiana.
Representatives of Ernst & Young LLP are expected to

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<PAGE> 21

be present at the Annual Meeting of Stockholders, and will have the opportunity
to make a statement if they should desire to do so. They are also expected to be
available to respond to appropriate questions.

STOCKHOLDER PROPOSALS FOR THE 1996 ANNUAL MEETING

Any stockholder proposal to be considered by the company for inclusion in
the proxy material for the 1996 Annual Meeting of Stockholders must be received
by the secretary of the company at its principal office in West Lafayette,
Indiana, no later than November 30, 1995.

OTHER MATTERS

As of the date of this proxy statement, management is not aware of any
matters to be presented at the meeting other than the matters specifically
stated in the Notice of Meeting and discussed in the proxy statement. If any
other matter or matters are properly brought before the meeting, the persons
named in the enclosed proxy have discretionary authority to vote the proxy on
each such matter in accordance with their judgment.

The cost of preparing, assembling, and mailing the proxy material and of
reimbursing brokers or other persons holding stock in their names or in the
names of their nominees for their expenses in sending proxies and proxy material
to the beneficial owners will be borne by the company. Solicitations may further
be made by officers and regular employees of the company, without additional
compensation, by use of the mails, telephone, facsimile, or personal calls.
Morrow & Co., Inc., has been retained to assist in the solicitation of proxies
at a cost of $6,500 plus expenses.
By order of the Board of Directors,

MARY P. MCCLANAHAN
Secretary
March 28, 1995

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<PAGE> 22

EXHIBIT A

GREAT LAKES CHEMICAL CORPORATION
1993 EMPLOYEE STOCK COMPENSATION PLAN

1. SHARES SUBJECT TO PLAN. 2,000,000 shares of common stock, par value
$1.00 per share, shall be reserved for Awards granted under this Plan (the "1993
Plan"). That number does not include 251,900 shares which are reserved for
options granted under the company's 1984 Employee Stock Option Plan, as last
amended on March 6, 1995 (the "1984 Plan"), and which are not subject to
presently outstanding options granted under the 1984 and 1975 Plans. If any
Award granted under this 1993 Plan shall terminate or expire without being fully
exercised for any reason prior to the end of the period under which Awards may
be granted, the shares of common stock to which such termination or expiration
relates shall again become available for Awards thereafter granted.

2. EFFECTIVE DATE AND DURATION. This 1993 Plan became effective on May
6, 1993, upon its approval by the holders of a majority of the common stock of
the company present and voting (in person or by proxy) at the 1993 Annual
Meeting of Stockholders, and shall continue in effect for a period of ten (10)
years from the date of such stockholder approval. Upon expiration of such
ten-year period, no further Awards shall be granted (although unexercised Awards
theretofore granted shall continue in effect).

3. AWARDS. The Board may grant Options, including Incentive Stock
Options meeting the requirements of Section 422(a) of the Internal Revenue Code
of 1986, as amended, (the "Code") and Non-Qualified Options, or other
stock-based awards, collectively referred to as "Awards."

4. ADMINISTRATION OF THE 1993 PLAN. The Board of Directors (the
"Board"), which may act through its Compensation and Incentive Committee (the
"Committee"), shall administer this 1993 Plan. It may in its sole discretion
determine the person or persons to whom Awards are to be granted and the number
of shares to be covered by each such Award, all within the limitations set forth
in this 1993 Plan. It may interpret the provisions of this 1993 Plan and decide
all questions of fact arising out of its application, and all such
interpretations and determinations shall be conclusive and binding upon the
individual employees involved and all persons claiming under them.

5. PERSONS ELIGIBLE FOR AWARDS. Only executive officers and other key
employees (including those who are also directors) of the company or any of its
subsidiaries (the "Company") may be granted Awards. For this purpose, the term
"subsidiary" shall mean any corporation in which the company owns stock having
50 percent or more of the total combined voting power of all classes of such
corporation's stock. A person is a key employee by virtue of meeting all of the
following standards: (i) such person is employed by the company, (ii) such
person has managerial, supervisory, professional, scientific, engineering or
similar responsibilities, and (iii) such person is not covered by any collective
bargaining agreement binding on the company. No Award shall be granted to any
director of the company who is not also an executive officer or key employee of
the company on the date the Award is granted.

6. TERMS AND CONDITIONS OF OPTIONS. Options granted may be either
Incentive Stock Options as defined in Section 422(a) of the Code, (hereinafter
referred to as "ISOs") or options which are not within the 422(a) definition
(hereinafter referred to as "Non-Qualified Options") (ISOs and Non-Qualified
Options are referred to collectively as "Options").

(a) INCENTIVE STOCK OPTIONS. The terms of each ISO granted shall
include those terms which are required by Section 422(a) of the Code, and
other such terms, not inconsistent therewith as the Board may determine.

(b) NON-QUALIFIED OPTIONS. Subject to the minimum option price
specified in paragraph (c), the terms of each Non-Qualified Option granted,
which may be different in each case, shall be determined by the Board.

(c) MINIMUM OPTION PRICE. The option price payable for the shares
of stock subject to each Option granted shall not be less than the fair
market value of the company's common stock at the time of

20
<PAGE> 23

the grant of that Option. The fair market value of the company's stock at
the time of the grant of an Option shall be deemed to be equal to the
closing price on the preceding trading day on the New York Stock Exchange.

(d) MAXIMUM NUMBER OF SHARES. Subject to the provisions of
Paragraph 11 hereof, the maximum number of shares that may be awarded to
any employee in any year hereunder shall not exceed 150,000.

7. TERMS AND CONDITIONS OF OTHER STOCK-BASED AWARDS. The Committee may
grant other stock-based Awards either alone or in addition to other Awards under
the 1993 Plan. The Committee will place such restrictions on such Awards as the
Committee determines to be necessary.

8. TRANSFER LIMITATIONS. No Award granted shall be transferable
otherwise than by will or the laws of descent and distribution, and no Award
granted may be exercised by any person other than the person to whom the Award
shall initially have been granted during the lifetime of such initial Awardee.

9. EXERCISE OF AWARDS. Awards shall be exercised by written notice to
the company. Option exercise notices must be accompanied by payment in full of
the option price and may be exercised in one or more installments. Payment of
the option price may be made as specified in each Award Agreement (as discussed
below), in cash, by exchanging common stock of the company already owned by the
optionee for at least six months prior to the date of exercise, or by delivery
of a combination of cash and common stock. The exchanged shares, plus cash, if
any, must be equal to the aggregate option price of the shares acquired upon
exercise of the Option. The value to be used for any exchanged shares shall be
the closing market price of the company's common stock on the preceding trading
day on the New York Stock Exchange.

(a) MANDATORY WITHHOLDING TAXES. Whenever a Non-Qualified Option is
exercised, the company may require as a condition of delivery that the
optionee remit an amount sufficient to satisfy all federal, state and local
withholding tax requirements related thereto. The optionee may elect to pay
the tax by remitting (1) cash, (2) shares of common stock already owned by
the optionee for at least six months, (3) withholding a portion of the
shares otherwise deliverable to the optionee upon the exercise, or (4) by
any combination of the above. The value to be used for any shares delivered
or withheld shall be the closing market price the preceding trading day on
the New York Stock Exchange.

(b) DISQUALIFYING DISPOSITIONS OF ISO SHARES. An optionee shall be
required to notify the Company of any disposition of shares issued pursuant
to the exercise of an ISO under the circumstances described in Section
421(b) of the Code (relating to certain disqualifying dispositions), within
ten days of such disposition.

10. AWARD AGREEMENT. No person shall have any rights unless and until the
company and the person to whom such Award shall have been granted shall have
executed and delivered an Award Agreement containing provisions setting forth
the terms of the Award.

11. ANTI-DILUTION PROVISION. The number of shares subject to outstanding
Awards, the price for which shares may be purchased upon the exercise of
outstanding Awards, the maximum number of shares that may be granted in any year
to an employee pursuant to paragraph 6(d) hereof, and the number of shares
available for future Awards shall be appropriately adjusted to reflect any stock
dividend, stock split, combination or exchange of shares, merger, consolidation
or other similar changes in capitalization.

12. AWARDS GRANTED UNDER OPTION PLANS. Options granted under the 1975 and
1984 Plans shall be governed by the provisions of the respective Plan as
amended. Awards granted under this 1993 Plan shall be governed by the provisions
of this 1993 Plan.

13. ADDITIONAL PROVISIONS.

A. TERMINATION OF EMPLOYMENT. Any Award shall be exercisable only during
the Awardee's employment by the company, except that in the Board's (or, if such
authority is delegated by the Board, the Compensation and Incentive Committee's)
discretion, an Award may be exercisable for a period of up to three years after
retirement or death, and up to three months after the termination of such
employment for any other reason. An Award may be exercised after the termination
of an Awardee's employment with the Company only to the extent that (i) Awardee
was entitled to do so on the date of termination, and (ii) the Award would not
have expired had the optionee continued to be employed by the company. The Board

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<PAGE> 24

(or, if such authority is delegated by the Board, the Compensation and Incentive
Committee) may, in its discretion, determine that an authorized leave of absence
or disability shall be deemed to satisfy this Plan's employment requirements.

B. LISTINGS, REGISTRATION AND COMPLIANCE WITH LAWS AND REGULATIONS.

(i) Each Award shall be subject to the requirement that if at any time
the Board shall determine, in its discretion, that the listing,
registration, or qualification of the shares subject to the Award upon any
securities exchange or under any state or federal securities or other law
or regulation, or the consent or approval of any governmental regulatory
body, is necessary or desirable as a condition to or in connection with the
granting of such Award or the issue or purchase of shares thereunder, no
such Award may be exercised or paid in common stock in whole or in part
unless such listing, registration, qualification, consent or approval shall
have been effected or obtained free of any conditions not acceptable to the
Board and the Awardee will supply the company with such certificates,
representations and information as the company shall request and shall
otherwise cooperate with the company in obtaining such listing,
registration, qualification, consent or approval. In the case of executive
officers and other persons subject to Section 16(b) of the Securities
Exchange Act of 1934, the Board may at any time impose any limitations upon
the exercise of an Award which, in the Board's discretion, are necessary or
desirable in order to comply with Section 16(b) and the rules and
regulations thereunder. If the company, as part of an offering of
securities or otherwise, finds it desirable because of federal or state
regulatory requirements to reduce the period during which any Award may be
exercised, the Board may, in its discretion and without the Awardee's
consent, so reduce such period on not less than 15 days written notice to
the Awardee.

(ii) Notwithstanding the terms of this paragraph, no Awardee shall
have the right to require the company to register, list or qualify said
Award or any of the stock underlying such Option.

C. AMENDMENT OF THE 1993 PLAN. Except as provided in the following
sentence and as required by law, the company's Board shall have complete power
and authority to amend this 1993 Plan at any time and no approval by the
company's stockholders or by any other person, committee or other entity of any
kind shall be required to make any such amendment effective. The Board shall
not, however, increase the maximum number of shares available for Awards granted
unless such increase shall either be approved by the company's stockholders or
shall be permitted by Paragraph 11. No termination or amendment may, without the
consent of the individual to whom any Award shall have been granted under the
1993 Plan, adversely affect the rights of such individual under such Award.

D. CAPTIONS. The captions (i.e., all boldfaced words) are for convenience
only, do not constitute a part of this 1993 Plan, and shall not be deemed to
limit, characterize or affect in any way any provisions of this 1993 Plan, and
all provisions shall be construed as if no captions had been used.

E. SEVERABILITY. Whenever possible, each provision in this 1993 Plan and
in every Award at any time granted under this 1993 Plan shall be interpreted in
such manner as to be effective and valid under applicable law, but if any
provision of this 1993 Plan or any Award at any time granted under this 1993
Plan shall be held to be prohibited by or invalid under applicable law, then (i)
such provision shall be deemed amended to accomplish the objectives of the
provision as originally written to the fullest extent permitted by law, and (ii)
all other provisions and every Award at any time granted under this 1993 Plan
shall remain in full force and effect.

F. NO STRICT CONSTRUCTION. No rule of strict construction shall be
applied against the company, the Board, or any other person in the
interpretation of any of the terms of this 1993 Plan, any Award granted under
this 1993 Plan or any rule or procedure established by the Board.

G. APPLICABLE LAW. Every Award at any time granted under this 1993 Plan
shall be deemed to be a contract made under the laws of the State of Indiana.
For all purposes, both this 1993 Plan and every Award granted under this 1993
Plan shall be construed in accordance with and governed by the laws of the State
of Indiana.

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<PAGE> 25

EXHIBIT B

GREAT LAKES CHEMICAL CORPORATION
1984 EMPLOYEE STOCK OPTION PLAN

1. Shares Subject to Option. 3,600.000 shares of common stock (after
adjustments for the 100 percent stock dividends in 1989 and 1991), par value
$1.00 per share, of the company (the "common stock") shall be reserved for
options granted under this Plan (the "Plan"). That number does not include
103,100 shares which are reserved for options granted under the company's 1975
Employee Stock Option Plan, as amended (the "1975 Plan"), and which are not
subject to presently outstanding options granted under the 1975 Plan. If any
option granted under this Plan shall terminate or expire without being fully
exercised for any reason prior to the end of the period under which options may
be granted under the Plan, the shares of common stock to which such termination
or expiration relates shall again become available for options thereafter
granted under this Plan.

2. Effective Date and Duration of Plan. This Plan shall become effective
upon its approval by the holders of a majority of the common stock of the
Company present and voting (in person or by proxy) at the 1984 Annual Meeting of
Stockholders, and shall continue in effect for a period of ten (10) years from
the date of such stockholder approval. Upon expiration of such 10-year period,
no further options shall be granted under this Plan (although unexercised
options theretofore granted under this Plan shall continue in effect).

3. Administration of the Plan. The Board of Directors (the "Board"), which
may act through its Compensation and Incentive Committee (previously the Stock
Option Committee) shall administer this Plan. It may in its sole discretion
determine the person or persons to whom options are to be granted and the number
of shares to be covered by each such option, all within the limitations set
forth in this Plan. It may interpret the provisions of the Plan and decide all
questions of fact arising in application of this Plan, and all such
interpretations and determinations shall be conclusive and binding upon the
individual employees involved and all persons claiming under them.

4. Persons Eligible for Options. Only officers and other key employees
(including those who are also directors) of the company or any of its
subsidiaries may be granted options under this Plan. A person is a key employee
by virtue of meeting all of the following standards: (i) such person is employed
by the company or subsidiary, (ii) such person has managerial, supervisory or
professional, scientific, engineering or similar responsibilities, and (iii)
such person is not covered by any collective bargaining agreement binding on
such person's employer. No option shall be granted to any director of the
company or subsidiary who is not also an officer or key employee of the company
or one of its subsidiaries on the date the option is granted. For this purpose,
the term "subsidiary" shall mean any corporation in which the company owns stock
having 50 percent or more of the total combined voting power of all classes of
such corporation's stock.

5. Terms and Conditions of Options. Options granted under this Plan may be
either Incentive Stock Options as defined in Section 422(a) of the Internal
Revenue Code of 1954, as amended (the "Code") (hereinafter referred to as
"ISOs") or options which are not within the Section 422(a) definition
(hereinafter referred to as "Nonstatutory Options") (ISOs and Nonstatutory
Options are hereinafter referred to collectively as "options").

(a) Incentive Stock Options. The terms of each ISO granted under this
Plan shall include those terms which are required by Section 422(a) of the
Code and such other terms not inconsistent therewith as the Board may
determine. The aggregate fair market value (determined as of the time of
the granting of each option) of the shares of stock for which any officer
or other key employee is granted such options (whether pursuant to this
Plan or the 1975 Plan) in any calendar year shall not exceed the
limitations provided by Section 422(a)(8) of the Code as the same may be
amended from time to time, said limit at this time being $100,000 plus any
unused limit carryover to such year (as defined in Section 422(a) of the
Code).

(b) Nonstatutory Options. Subject to the minimum option price
specified in paragraph (c), the terms of each Nonstatutory Option granted
under this Plan, which may be different in each case, shall be determined
by the Board.

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<PAGE> 26

(c) Minimum Option Price. The option price payable for the shares of
stock subject to each ISO or Nonstatutory Option granted under this Plan
shall not be less than the market value of the company's common stock on
the date of the grant of such option. The fair market value of the
company's stock at the time of the grant of an option shall be deemed to be
equal to the closing price on the preceding trading day on the American
Stock Exchange or the New York Stock Exchange, as the case may be.

6. Cash Payments. Any one or more of the Nonstatutory Options granted
under this Plan may, in the discretion of the Board, provide that, upon the
exercise of such option, the optionee will receive a cash payment equal to the
excess of the market value (on the date of exercise) of the shares of the
company's common stock purchased upon exercise of the option over the option
price.

7. Transfer Limitations. No option granted under this Plan shall be
transferable otherwise than by will or the laws of descent and distribution, and
no option granted under this Plan may be exercised by any person other than the
person to whom the option shall initially have been granted during the lifetime
of such initial optionee.

8. Exercise of Options. Options shall be exercised by written notice to
the Company accompanied by payment in full of the option price and may be
exercised in one or more installments. Payment of the option price may be made
as specified in each Option Agreement (as discussed below), in cash (including
check, bank draft or money order), by exchanging common stock of the Company
already owned by the optionee, or by delivery of a combination of cash and
common stock. The exchanged shares, plus cash, if any, must have a market value
on the date of exercise equal to the aggregate option price of the shares
acquired upon exercise of the option. The market value shall be considered to be
the closing price the preceding trading day on the American Stock Exchange or
the New York Stock Exchange, as the case may be.

9. Option Agreement. No person shall have any rights under this Plan
unless and until the company and the person to whom such option shall have been
granted shall have executed and delivered an agreement expressly granting the
option to such person and containing provision setting forth the terms of the
option.

10. Anti-Dilution Provision. The number of shares subject to outstanding
options, the price for which shares may be purchased upon the exercise of
outstanding options, and the number of shares available for options subsequently
granted under this Plan shall be appropriately and proportionately adjusted to
reflect any stock dividend, stock spilt, combination or exchange of shares,
merger, consolidation or other change in capitalization determined by the Board
to be similar to any of the changes expressly indicated in this sentence in its
substantive effect upon this Plan or the options granted under this Plan.

11. Options Granted Under This Plan and 1975 Plan. Options which have been
or which may be granted under the 1975 Plan shall be governed by the provisions
of the 1975 Plan as amended. Options granted under this Plan shall be governed
by the provision of this Plan.

12. Additional Provisions.

A. Termination of Employment. Any option shall be exercisable only
during the optionee's employment by the company or a subsidiary, except that in
the Board's (or, if such authority is delegated by the Board, the Compensation
and Incentive Committee's) discretion, an option may be exercisable for a period
of up to three years after retirement or death, and up to three months after the
termination of such employment for any other reason. An option may be exercised
after the termination of an optionee's employment with the company (i) only to
the extent the optionee was entitled to do so on the date of termination, and
(ii) only to the extent that the option would not have expired had the optionee
continued to be employed by the company or a subsidiary. The Board may, in its
discretion, determine that an authorized leave of absence or disability shall be
deemed to satisfy this Plan's employment requirements.

B. Listings, Registration and Compliance With Laws and Regulations.

(i) Each option shall be subject to the requirement that if at any
time the Board shall determine, in its discretion, that the listing,
registration, or qualification of the shares subject to the option upon any
securities exchange or under any state or federal securities or other law or
regulation, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition to or in connection

24
<PAGE> 27

with the granting of such option or the issue or purchase of shares thereunder,
no such option may be exercised or paid in common stock in whole or in part
unless such listing, registration, qualification, consent or approval shall have
been effected or obtained free of any conditions not acceptable to the Board and
the optionee will supply the company with such certificates, representations and
information as the company shall request and shall otherwise cooperate with the
company in obtaining such listing, registration, qualification, consent or
approval. In the case of officers and other persons subject to Section 16(b) of
the Securities Exchange Act of 1934, the Board may at any time impose any
limitations upon the exercise of an option which, in the Board's discretion are
necessary or desirable in order to comply with Section 16(b) and the rules and
regulations thereunder. If the company, as part of an offering of securities or
otherwise, finds it desirable because of federal or state regulatory
requirements to reduce the period during which any options may be exercised, the
Board may, in its discretion and without the optionee's consent, so reduce such
period on not less than 15 days' written notice to the optionee.

(ii) Notwithstanding the terms of this paragraph, no optionee shall
have the right to require the company to register, list or qualify said option
or any of the stock underlying such option.

C. Amendment of the Plan. Except as provided in the following sentence
and as required by law, the company's Board shall have complete power and
authority to amend this Plan at any time and no approval by the company's
stockholders or by any other person, committee or other entity of any kind shall
be required to make any such amendment effective. The Board shall not, however,
increase the maximum number of shares available for options granted under this
Plan unless such increase shall either be approved by the company's stockholders
or shall be permitted by Paragraph 10. No termination or amendment of this Plan
may, without the consent of the individual to whom any option shall theretofore
have been granted under this Plan, adversely affect the rights of such
individual under such option.

D. Captions. The captions (i.e., all italicized words) used in this
Plan are for convenience only, do not constitute a part of this Plan, and shall
not be deemed to limit, characterize or affect in any way any provision of this
Plan, and all provisions in this Plan shall be construed as if no captions had
been used in this Plan.

E. Severability. Whenever possible, each provision in this Plan and in
every option at any time granted under this Plan shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this Plan or any option at any time granted under this Plan shall be held to
be prohibited by or invalid under applicable law, then (i) such provision shall
be deemed amended to accomplish the objectives of the provision as originally
written to the fullest extent permitted by law and (ii) all other provisions of
this Plan and every option at any time granted under this Plan shall remain full
force and effect.

F. No Strict Construction. No rule of strict construction shall be
applied against the company, the Board, or any other person in the
interpretation of any of the terms of this Plan, any option granted under this
Plan or any rule or procedure established by the Board.

G. Applicable Law. Every option at any time granted under this Plan
shall be deemed to be a contract made under the laws of the State of Indiana.
For all purposes, both this Plan and every option granted under this Plan shall
be construed in accordance with and governed by the laws of the State of
Indiana.

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<PAGE> 28
PROXY PROXY
1995 GREAT LAKES CHEMICAL CORPORATION 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints ROBERT B. MCDONALD, ROBERT T. JEFFARES, and
MARY P. MCCLANAHAN, and each of them with full power of substitution, as the
proxies of the undersigned, to attend the Annual Meeting of Stockholders to be
held on Thursday, May 4, 1995, at 11:00 a.m. and any adjournment thereof, and
to vote the stock the undersigned would be entitled to vote, if present, on the
items listed on the reverse side of this proxy card.

THIS PROXY WILL BE VOTED AS SPECIFIED, OR IF NO CHOICE IS SPECIFIED, WILL BE
VOTED FOR THE ELECTION OF ALL NOMINEES FOR DIRECTORS AND PROPOSALS 2 AND 3, AND
AGAINST PROPOSAL 4.

(TO BE SIGNED ON THE REVERSE SIDE.)
/ / Mark here for address change. WHEN SHARES ARE HELD BY JOINT TENANTS,
BOTH SHOULD SIGN. WHEN SIGNING AS
------------------------------------- ATTORNEY, EXECUTOR, ADMINISTRATOR,
New Address TRUSTEE OR GUARDIAN, PLEASE GIVE FULL
TITLE AS SUCH. IF A CORPORATION,
------------------------------------- PLEASE SIGN IN FULL CORPORATE NAME BY
PRESIDENT OR OTHER AUTHORIZED OFFICER.
------------------------------------- PLEASE SIGN IN PARTNERSHIP NAME BY
AUTHORIZED PERSON.

GREAT LAKES CHEMICAL CORPORATION
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. / /

[ ]

1995 THE BOARD RECOMMENDS A VOTE FOR ITEMS 1, 2, AND 3 For All
For Withheld Except
P 1. ELECTION OF DIRECTORS Nominees: William
H. Congleton, John S. Day and Louis E.
R Lataif / / / / / /

O 2. To approve Amendments to Paragraphs 6 For Against Abstain
and 13A of the 1993 Employee Stock
X Compensation Plan, and to approve the / / / / / /
Amended 1993 Plan in its entirety.
Y
Nominee Exception

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

3. To approve an Amendment to Paragraph 12A For Against Abstain
of the 1984 Employee Stock Option Plan,
and to approve the Amended 1984 Plan in / / / / / /
its entirety.

THE BOARD RECOMMENDS A VOTE AGAINST ITEM 4 For Against Abstain

/ / / / / /
4. SHAREHOLDER PROPOSAL - CERES Principles

5. In their discretion, the Proxies are
authorized to vote upon any other matter
which may properly come before the
meeting.

,1995
--------------------------------------------- --------------------------
Signature Date

STOCKHOLDERS ARE URGED TO MARK, DATE, SIGN AND RETURN THIS PROXY PROMPTLY USING
THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.