Exhibit (10)(xix)

GREAT LAKES CHEMICAL CORPORATION  CORPORATE GUIDELINES AND PROCEDURES

|Subject:Severance Plan for Employees Covered Under the Corporate Change in Control Agreements |  | Effective Date:May 3,1996  
|--------------------------------------------------------------------------------------------- |  | ---------------------------
|Approved By: /s/ RBM                                                                          |  | Revision Date: June 1, 1997

1.    Purpose

The purpose of the Great Lakes Chemical Corporation ("Company") Severance Plan for Employees Covered Under the Corporate Change in Control Agreements ("Plan") is
to provide financial assistance to eligible involuntarily terminated employees following cessation of active employment under conditions set forth in the Plan. Such financial assistance is intended as
income transition while the eligible employee is actively seeking employment elsewhere.

II.    Plan Document

The ERISA plan document for this Plan is the controlling document for questions relating to the Plan. This document is maintained by the Corporate Director, Human
Resources.

III.    Eligibility

IV.    Severance Payment and Benefit Schedule

The Plan provides for severance payments ("Severance Payments") and Comp2 standard medical and dental benefits ("Benefits") to eligible employees. Eligible
employees will receive Severance Payments on a regular pay date, just as when employed. For example, if the eligible employee's pay date is bi-weekly on every other Friday, Severance
Payments will follow the same schedule until the Severance Payments have been exhausted. The weekly salary equivalent is equal to the annual base pay in effect at the time employment terminates,
divided by 52. Eligible employees will receive Benefits under the Plan commencing on the first day of the month following termination. *

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An
involuntarily terminated employee who meets the Plan's eligibility standards and who signs an Agreement and Release form provided by the Company will be eligible for the Severance
Payments and Benefits for the periods set forth below:

|Eligible Employee                               |  | Base Level
Severance
Payment
Period** |  | Base Level
Benefit
Period
|----------------------------------------------- |  | ------------------------------------- |  | -------------------------
|Chief Executive Officer                         |  | 18 months                             |  | 18 months                
|Business Unit Leader or Chief Financial Officer |  | 12 months                             |  | 12 months                
|Corporate Vice President                        |  | 9 months                              |  | 9 months                 

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Benefits
under the Plan will terminate prior to the period set forth in the schedule in this Section IV on the date any alternative medical and/or dental coverage becomes
available to the eligible employee. All benefits other than Comp2 standard medical and dental coverage shall cease on the date of termination, including but not limited to pension, life insurance and
401(k) eligibility. Severance Payments and Benefits provided under this Plan are not considered compensation for purposes of the Company's benefit plans and no benefit service credit will be granted
following the date of termination.

Benefits
provided under the Plan will apply toward the maximum allowable COBRA period. For example, if an employee is eligible for 18 months of COBRA coverage and Benefits are
provided for one year under the Plan, 6 additional months of COBRA eligibility would remain after the expiration of the Benefits provided under the Plan. COBRA participation after expiration of the
Benefits requires payment of COBRA premiums by the separated employee. If the Benefit period available under the Plan exceeds the COBRA period, Benefits will be provided in a manner to be determined
by the Company.

In
addition to the base level Severance Payments and base level Benefits, one additional week of Severance Payments and Benefits will also be provided for each Year of Service. A Year of
Service will be accrued for every 12 consecutive month period of the eligible employee's service which will be computed based upon date of hire.

Severance
Payments will terminate in the event, and as of the effective date, employment with another employer is obtained. In the event of the death of an eligible employee prior to the
completion of all Severance Payments and Benefits due under the terms of the Plan, all Severance Payments remaining to be paid pursuant to Section IV hereof will be paid to the eligible
employee's estate and if applicable, Benefits will be payable to the employee's dependents. Severance Payments will be reduced by any unemployment compensation received by the eligible employee while
such Severance Payments are being made under the Plan.

Any
Severance Payments and Benefits payable under this Plan will be reduced by any notification period or pay in lieu thereof under the Worker Adjustment and Retraining Notification Act
(WARN), implementing regulations thereunder, and/or any state statute or regulation requiring layoff or termination notice or pay in lieu thereof.

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V.    Outplacement Services/Assistance

Outplacement services, which include employee counseling and reemployment assistance, will be provided at the Company's expense for a period of time as determined
by the Company. Such outplacement services will be provided by a consulting agency which specializes in such services and will be selected by the Company.

VI.    Change of Control

In the event compensation becomes due under the eligible employee's change in control agreements following a change in control of the Company or potential change
in control of the Company (as defined in the eligible employee's change in control agreements), no Severance Payments, Benefits or outplacement services will be provided under this Plan. Nothing in
this Plan will be interpreted to modify, alter, or in any way change the benefits otherwise available under the change in control agreements.

VII.    Employment Agreement

With respect to any eligible employee who has an employment or other similar agreement with the Company that is not a change in control agreement ("employment
agreement") in effect as of his termination, to the extent such employment agreement provides for severance, termination or similar post-termination payments, no Severance Payments,
Benefits or outplacement services will be payable under the Plan.

VIII.    Administration

The Company reserves the exclusive right to determine the scope, application and interpretation of this Plan. The Company's decision on any question arising under
this Plan will, subject to the claims procedure established in the Plan, be final. The Company reserves the right in its sole discretion to amend, modify, change or terminate the Plan whenever it will
deem such action to be appropriate.

Any
questions concerning the contents of the Plan should be directed to the attention of the Corporate Director, Human Resources.

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