<PAGE>   1
                                                               Exhibit (10)(iii)








                        GREAT LAKES CHEMICAL CORPORATION
                            SUPPLEMENTAL SAVINGS PLAN
                           (EFFECTIVE JANUARY 1, 1995)




<PAGE>   2
                                TABLE OF CONTENTS

ARTICLE I                  ................................................1
         Establishment     ................................................1
                  1.1      Establishment and Purpose.......................1
                  1.2      Applicability...................................1
                  1.3      Definitions.....................................1

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

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

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

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

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

ARTICLE V                  ...............................................12
         Amendment, Administration........................................12
                  7.1      Amendment and Termination......................12
                  7.2      Administration.................................12
                  7.3      Deduction of Taxes from Amounts Payable........12
                  7.4      Indemnification................................12
                  7.5      Expenses.......................................12
                  7.6      Claims.........................................12
<PAGE>   3
ARTICLE VIII               ...............................................13
         Miscellaneous     ...............................................13
                  8.1      Interests not Transferable.....................13
                  8.2      Contract of Employment.........................13
                  8.3      Headings.......................................13
                  8.4      Invalidity.....................................13
                  8.5      Law Governing..................................13

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

<PAGE>   4
                        GREAT LAKES CHEMICAL CORPORATION
                            SUPPLEMENTAL SAVINGS PLAN
                           (Effective January 1. 1995)

                                    ARTICLE I
                                  Establishment

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

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

1.3      Definitions. Capitalized terms herein shall have the same meaning as
         the Savings Plan except as defined herein.
<PAGE>   5
                                   ARTICLE II
                                  Participation

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

2.2      Duration. Any person who became a Participant shall continue to be a
         Participant as long as he is entitled to benefits hereunder.
<PAGE>   6
                                   ARTICLE III
                                  Contributions

3.1      Deferral Election.

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

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

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

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

3.2      Matching Contribution. The Employer shall make a deemed contribution to
         a Participant's Deferred Compensation Account equal to the amount of
         Matching Contribution to which the Participant would have been entitled
         under the Savings Plan, had the Participant's Deferral Amount under
         this Plan been contributed to the Savings
<PAGE>   7
         Plan without regard to the Code Limitations. The Employer Matching
         Contribution shall be credited to the Participant's Deferred
         Compensation Account on the same date as matching contributions are
         credited to Participants' accounts under the Savings Plan.


                                   ARTICLE IV
<PAGE>   8
                             Participant's Accounts

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

         Completed Years of                       Vested Interest in
               Service                          Matching Contributions

             Less than 2                                0%

                 2                                     20%

                 3                                     40%

                 4                                     60%

                 5                                     80%

              6 or more                               100%


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

(a)      The Deferred Compensation Account of a Participant shall be credited
         with earnings and losses from the date it was established through the
         date the entire Deferred Compensation Account is distributed to the
         Participant or his Beneficiary. A Participant's Deferred Compensation
         Account shall be credited with earnings or charged with losses in
         accordance with procedures and at a rate adopted from time to time by
         the Committee.
<PAGE>   9
(b)      The Committee reserves the right, in its sole discretion, to increase
         or decrease the rate at which earnings are credited to Participants'
         accounts, but the earnings rate shall not be decreased for periods
         prior to such action.

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

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

4.5      Investment Funds.

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

(b)      In the event the Committee exercises its discretion as described above,
         a Participant's Deferred Compensation Account shall be credited with
         earnings or charged with losses in accordance with the investment funds
         in which such Investment Fund is invested. The Participant's Account
         shall be charged with
<PAGE>   10
         distributions and losses and credited with contributions and earnings
         in accordance with procedures adopted by the Committee in consultation
         with any manager of the Investment Funds.

(c)      Despite the establishment of an Investment Fund or of specific
         investment funds, a Participant shall have no claim to such specific
         assets and such funds shall serve merely as a mechanism for assisting
         the Employer in meeting its obligations under the Plan and measuring
         the value of a Participant's Account.
<PAGE>   11
                                    ARTICLE V
                        Payment of Deferred Compensation

5.1      Payments Upon Retirement.

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

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

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

         5.2      Payment Upon Disability. If a Participant suffers a
                  disability, within the meaning of the Employer's long-term
                  disability plan, deferrals and matching contributions that
                  otherwise
<PAGE>   12
                  would have been credited to the Participant's Deferred
                  Compensation Account under this Plan shall cease. The
                  Participant's Deferred Compensation Account will continue to
                  be credited with earnings under Article IV during the period
                  of 60 days beyond the date deferrals and contributions cease,
                  the Participant shall be treated for purposes of this Plan as
                  if he had separated from service, and his Deferred
                  Compensation Account shall be distributed pursuant to Section
                  5.1.

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

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

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

         5.6      Beneficiaries. A Participant's "Beneficiary" shall be the
                  person or persons, including a trustee, designated in writing
                  pursuant to practices of, or rules prescribed by, the
<PAGE>   13
                  Committee, as the recipient of a benefit payable under the
                  Plan following the Participant's death. To be effective, a
                  Beneficiary designation must be filed with the Committee
                  during the Participant's life on a form prescribed by the
                  Committee; provided, however, that a finalized divorce or
                  marriage (other than a common law marriage) shall
                  automatically revoke a previously filed Beneficiary
                  designation, unless in the case of divorce, the ex-spouse was
                  not designated as Beneficiary or in the case of marriage, the
                  Participant's new spouse is already the designated
                  Beneficiary. If no person has been designated as the
                  Participant's Beneficiary, if a Participant's Beneficiary
                  designation has been revoked by marriage or divorce, or if no
                  person designated as Beneficiary survives the Participant, the
                  Participant's estate shall be his Beneficiary.
<PAGE>   14


                                   ARTICLE VI
                                     Funding

6.1      Funding. All benefits under this Plan shall be paid directly from the
         general funds of the Employer, and no special or separate fund shall be
         established and no other segregation of assets shall be made to assure
         payment. No Participant, spouse, or beneficiary shall have any right,
         title or interest whatever in or to any investments which Employer may
         make to aid the Employer in meeting its obligation hereunder. Nothing
         contained in this Plan, and no action taken pursuant to its provisions,
         shall create or be construed to create a trust of any kind, or a
         fiduciary relationship, between an Employer and any Participant,
         spouse, or beneficiary of a Participant. Notwithstanding the foregoing,
         the Employer may at its sole discretion establish the Investment Fund
         described in Section 4.5 as a vehicle for accumulating the assets
         needed to pay the promised benefit. To the extent that any person
         acquires a right to receive payments from the Employer hereunder, such
         rights shall be no greater than the right of an unsecured creditor of
         the Employer.
<PAGE>   15
                                   ARTICLE VII
                            Amendment, Administration

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

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

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

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

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

7.6      Claims. Claims for benefits shall be considered by the Committee in
         accordance with the claims procedures set forth in the Savings Plan.
<PAGE>   16
                                  ARTICLE VIII
                                  Miscellaneous

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

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

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

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

8.5      Law Governing. The Plan shall be construed and enforced according to
         the laws of Indiana other than its laws respecting choice of law.
<PAGE>   17
IN WITNESS WHEREOF, the Company has executed this Plan this 2nd day of December,
1994


                                              GREAT LAKES CHEMICAL CORPORATION


                                              BY: _____________________________



ATTEST:


_______________________________

<PAGE>   18
                                 Amendment No. 1

                                       to

           Great Lakes Chemical Corporation Supplemental Savings Plan
                           (Effective January 1, 1995)

Great Lakes Chemical Corporation hereby adopts this Amendment No. 1 to the Great
Lakes Chemical Corporation Supplemental Savings Plan (effective January 1,
1995). The provisions of this Amendment shall be effective as of January 1,
1995.

1.       Section 4.5(a) of the Plan is hereby amended by deleting the first
         sentence of such Section and substituting in place thereof the
         following:

         Notwithstanding Section 4.2, 4.3 and 4.4, the Committee, Its sole
         discretion, may elect to establish on its books a separate investment
         account in the name of the Employer (Investment Fund) to assist the
         Employer in accumulating the assets needed to pay the promised
         benefits.

IN WITNESS WHEREOF, the Company has executed this Amendment No. 1 to the Plan
this 28th day of July, 1995.


                                              GREAT LAKES CHEMICAL CORPORATION



                                              By: _____________________________


ATTEST:


___________________________________

<PAGE>   19
                                SECOND AMENDMENT

                        GREAT LAKES CHEMICAL CORPORATION
                            SUPPLEMENTAL SAVINGS PLAN
                           (Effective JANUARY 1, 1995)

         WHEREAS, Great Lakes Chemical Corporation (the "Company") established
the Great Lakes Chemical Corporation Supplemental Savings Plan (the "Plan")
effective January 1, 1995; and

WHEREAS, Section 7.1 of the Plan reserves to the Company the right to amend the
Plan; and

         WHEREAS, the Board of Directors of the Company has authorized the
extension of coverage under the Plan to additional executives of the Company.

         NOW, THEREFORE, the following amendments to the Plan are hereby adopted
effective as of January 1, 1996:

1.       In the Table of Contents replace "Participant's Accounts" under Article
1V with "Participants' Accounts" and change Article V, "Amendment,
Administration" to Article VII.

2.       Add the word "in" after the words "same meaning as" in Section 1.3,
"Definitions".

3.       Replace the language in Section 2.1, "Eligibility and Participation"
with the following:

                  2.1 Eligibility and Participation. Each person (a) who is a
Participant in the Savings Plan, (b) whose annual base rate of earnings in a
Plan Year after 1995 is at least $100,000 and (c) whose right to contribute to
or receive an allocation under the Savings Plan is reduced by the limitations
(i) on benefits imposed by Section 41 5(c) of the Code, (ii) on pre-tax
deferrals imposed by Section 401 (k) of the Code and Section 402(g) of the Code,
or (iii) on matching contributions and after-tax contributions under Section 401
(m) of the Code (such limitations are collectively referred to as the "Code
Limitations") shall be eligible to become a Participant in the Plan. Such a
person shall become a Participant on the first day of the calendar quarter that
is coincident with or immediately follows the 30th day after the day on which
the Participant satisfies the conditions described in (a), (b) and (c) above.
The Employer shall establish for each Participant a Deferred Compensation
Account.

                  Notwithstanding the foregoing provisions of this Section 2.1
and the provisions of Section 3.1, an individual who is employed by the Company
after December 31, 1995 and whose annual base rate of earnings in a Plan Year
after 1995 is at least $100,000 may participate in the Plan although he has not
satisfied all the conditions set forth above. Such an individual shall become a
Participant as of the first day of the calendar quarter after he is employed by
the Company by making an annual advance written election to defer up to 15% of
his Compensation, as described in the first sentence of Section 3.1, prior to
the first day of said calendar quarter. Once said individual becomes eligible to
participate in the Savings Plan his
<PAGE>   20
eligibility in this Plan will continue, but he must meet all the conditions
contained in the prior paragraph of this Section 2.1 and in Section 3.1 in order
to continue to make deferrals under Section 3.1 of this Plan and to receive
Matching Contributions under Section 3.2.

4.       In the Heading of Article 1V change "Participant's" to "Participants".

5.       In the second sentence of Section 4.3, "Valuation of Accounts" replace
         "changed" with

        IN WITNESS WHEREOF, the Company has executed this Second Amendment to
        the Great Lakes Chemical Corporation Supplemental Savings Plan as of the
        25th the day of April, 1996.

Attest:


                                             Great Lakes Chemical Corporation

                                             By _______________________________
<PAGE>   21
                                 Amendment No. 3

                                       to

                        Great Lakes Chemical Corporation
                            Supplemental Savings Plan
                          (Effective February 11, 1997)

Great Lakes Chemical Corporation hereby adopts this Amendment No. 3 to the Great
Lakes Chemical Corporation Supplemental Savings Plan (effective February 11,
1997). The provisions of this Amendment shall be effective as of February 11,
1997.

         1.       Section 7.2 of the Plan is hereby amended as follows:

                  The Plan shall be administered by the Board of Directors of
                  the Company, which shall be authorized to interpret the Plan,
                  to adopt rules and practices concerning the administration of
                  the Plan, to resolve questions concerning eligibility for the
                  Plan, amounts credited to Deferred Compensation Accounts,
                  timing of distributions, crediting of earnings and other
                  matters regarding the administration of the Plan, and to
                  delegate all or any portion of its authority hereunder to a
                  committee of the Board of Directors or to designated officers
                  or employees of the Company.

IN WITNESS WHEREOF, the Company has executed this Amendment No. 3 to the Plan
this 17th day of March , 1997.

                                            GREAT LAKES CHEMICAL CORPORATION

                                            By _______________________________

ATTEST:


___________________________________

<PAGE>   22
                                  AMENDMENT TO
                        GREAT LAKES CHEMICAL CORPORATION
                            SUPPLEMENTAL SAVINGS PLAN

                  The Great Lakes Chemical Corporation Supplemental Savings Plan
(the "Plan"), is hereby amended, effective as of November 20, 1997, as set forth
below.

                  Any term which is not defined below shall have the meaning set
forth in the Plan.

                  1. Section 4.1 of the Plan is hereby amended by adding the
following phrase at the end thereof:

         provided, however, that the Participant's interest in that portion of
his Deferred Compensation Account attributable to the Employer's matching
contributions shall become fully vested upon the occurrence of a change in
control of the Company.

                  2. Article IV of the Plan is hereby amended by adding a
section 4.6 as follows:

         4.6 Funding of Rabbi Trust. Notwithstanding any provision in the Plan
to the contrary, in the event of a change in control of the Company (as defined
in Section 8.6 hereof), the Company shall immediately fully fund a rabbi trust
or similar instrument in an amount equal to the aggregate of each Participant's
entire Deferred Compensation Account.

                  3. Section 6.1 of the Plan is hereby amended and restated to
read as follows:

         Funding. Except as provided for in Section 4.6, all benefits under this
Plan shall be paid directly from the general funds of the Employer, and no
special or separate fund shall be established and no other segregation of assets
shall be made to assure payment. No Participant, spouse, or beneficiary shall
have any right, title or interest whatever in or to any investments which
Employer may make to aid the Employer in meeting its obligation hereunder.
<PAGE>   23
Nothing contained in this Plan, and no action taken pursuant to its provisions,
shall create or be construed to create a trust of any kind, or a fiduciary
relationship, between an Employer and any Participant, spouse, or beneficiary of
a Participant. Notwithstanding the foregoing, the Employer may at its sole
discretion establish the Investment Fund described in Section 4.5 as a vehicle
for accumulating the assets needed to pay the promised benefit. To the extent
that any person acquires a right to receive payments from the Employer
hereunder, such rights shall be no greater than the right of an unsecured
creditor of the Employer.

                  4. Section 7.1 of the Plan is hereby amended and restated to
read as follows:

Amendment and Termination. The Company reserves the right at any time to modify,
amend, or terminate the Plan; provided, that, (i) the Company shall not cancel,
reduce, or otherwise adversely affect the amount of benefits of any Participant
credited as of the date of any such modification, amendment, or termination,
without the written consent of the Participant and (ii) the Company shall not
adversely amend or modify the provisions hereof or terminate the Plan following
a change in control of the Company (as defined in Section 8.6 hereof) without
the written consent of 66 2/3 percent of the Participants.

                  5. Article VIII of the Plan is hereby amended by adding a
section 8.6 as follows:

         8.6      Definition of Change in Control. For purposes of the Plan, a
                  "change in control of the Company" shall be deemed to have
                  occurred if the conditions set forth in any one of the
                  following paragraphs shall have been satisfied:

                  (a)      any "person" (as such term is used in Section 13(d)
                           and 14(d) of the Securities Exchange Act of 1934, as
                           amended (the "Ex


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<PAGE>   24
                  change Act")) other than (i) the Company, (ii) a trustee or
                  other fiduciary holding securities under an employee benefit
                  plan of the Company, (iii) an underwriter temporarily holding
                  securities pursuant to an offering of such securities, or (iv)
                  a corporation owned, directly or indirectly, by the
                  stockholders of the Company in substantially the same
                  proportions as their ownership of shares of the Company (any
                  such person is hereinafter referred to as a "Person"), is or
                  becomes the "beneficial owner" (as defined in Rule 13d-3 under
                  the Exchange Act), directly or indirectly, of securities of
                  the Company representing more than 20` of the combined voting
                  power of the Company's then outstanding securities (not
                  including in the securities beneficially owned by such Person
                  any securities acquired directly from the Company);

         (b)      there is consummated a merger or consolidation of the Company
                  with or into any other corporation, other than a merger or
                  consolidation which would result in the holders of the voting
                  securities of the Company outstanding immediately prior
                  thereto holding securities which represent, in combination
                  with the ownership of any trustee or other fiduciary holding
                  securities under an employee benefit plan of the Company,
                  immediately after such merger or consolidation, more than 70`
                  of the combined voting power of the voting securities of
                  either the


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<PAGE>   25
                  Company or the other entity which survives such merger or
                  consolidation or the parent of the entity which survives such
                  merger or consolidation;

         (c)      the stockholders of the Company approve any plan or proposal
                  for the liquidation or dissolution of the Company or an
                  agreement for the sale or disposition by the Company of all or
                  substantially all the Company's assets; or

         (d)      during any period of two consecutive years (not including any
                  period prior to the date of the Plan), individuals who at the
                  beginning of such period constitute the Board and any new
                  director (other than a director designated by a Person who has
                  entered into an agreement with the Company to effect a
                  transaction described in clause (a), (b) or (c) of this
                  paragraph) whose election by the Board or nomination for
                  election by the Company's stockholders was approved by a vote
                  of at least two-thirds (2/3) of the directors then still in
                  office who either were directors at the beginning of the
                  period or whose election or nomination for election was
                  previously so approved, cease for any reason to constitute a
                  majority thereof.

For purposes of the Plan, where a change in control of the Company results from
a series of related transactions, the change in control of the Company shall be
deemed to have occurred on the date of the consummation of the first such
transaction. For purposes of clause (a) of this subsection, the stockholders of
another


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<PAGE>   26
corporation (other than the Company or a corporation described in subclause (iv)
of clause (a) of this subsection) shall be deemed to constitute a Person.
Further, it is understood by the parties that the sale, transfer, or other
disposition of a subsidiary of the Company shall not constitute a change in
control of the Company giving rise to payments or benefits under the Plan.

Notwithstanding any other provision hereof, a "change in control of the Company"
shall not be deemed to have occurred by virtue of the Company entering into any
agreement with respect to, the public announcement of, the approval by the
Company's stockholders or directors of, or the consummation of, any transaction
or series of integrated transactions (including any merger or other business
combination transaction) entered into in connection with, or expressly
conditioned upon the occurrence of, a spin-off (such transaction or series of
integrated transactions, the "Spin-Off Transaction") immediately following which
the recordholders of the common stock of the Company immediately prior to the
Spin-Off Transaction continue to have substantially the same proportionate
ownership in the spun-off entity as they had in the Company immediately prior to
the Spin-Off Transaction; provided that such Spin-Off Transaction (including any
related merger of other - business combination transaction) has been approved by
a vote of a majority of the Company's Continuing Directors (as defined below)
then in office. For purposes of the Plan, a "Continuing Director" shall mean any
member of the Board of the Company who is a member of the Board as of the date
of the Plan and any person who subsequently becomes a member of the Board, if
such person's nomination for election or election to the Board is recommended or
approved by a majority of the Continuing Directors.


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<PAGE>   27
                  IN WITNESS WHEREOF, Great Lakes Chemical Corporation has
caused this Amendment to be executed by a duly authorized officer of the Company
as of the day and year first above written.

                                           GREAT LAKES CHEMICAL CORPORATION

                                           By: _______________________________


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