Exhibit (10)(vii)(a)

Great Lakes Chemical CorporationDeath Benefit Only PlanMaster Plan Document

Effective April 1, 2003    Copyright (c) 2003  By Clark/Bardes Consulting, Inc.  Executive Benefits Practice  All Rights Reserved

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TABLE OF CONTENTS

|          |  |                                                               |  | Page
|--------- |  | ------------------------------------------------------------- |  | ----
|          |  |                                                               |  |     
|ARTICLE 1 |  | Definitions                                                   |  | 1   
|ARTICLE 2 |  | Selection, Enrollment, Eligibility                            |  | 3   
|2.1       |  | Selection by Committee                                        |  | 3   
|2.2       |  | Enrollment Requirements                                       |  | 3   
|2.3       |  | Eligibility; Commencement of Participation                    |  | 3   
|2.4       |  | Termination of Participation                                  |  | 3   
|ARTICLE 3 |  | Benefits                                                      |  | 3   
|3.1       |  | Death during Employment or after Retirement                   |  | 3   
|3.2       |  | Payment of Benefits                                           |  | 4   
|3.4       |  | Certain Limitations                                           |  | 4   
|ARTICLE 4 |  | Beneficiary Designation                                       |  | 4   
|4.1       |  | Designation of Beneficiary; Change of Beneficiary Designation |  | 4   
|4.2       |  | Acceptance                                                    |  | 4   
|4.3       |  | No Beneficiary Designation                                    |  | 4   
|4.4       |  | Doubt as to Beneficiary                                       |  | 4   
|4.5       |  | Discharge of Obligations                                      |  | 4   
|ARTICLE 5 |  | Termination, Amendment or Modification                        |  | 5   
|5.1       |  | Termination                                                   |  | 5   
|5.2       |  | Amendment                                                     |  | 5   
|ARTICLE 6 |  | Administration                                                |  | 5   
|6.1       |  | Committee Duties                                              |  | 5   
|6.2       |  | Agents                                                        |  | 5   
|6.3       |  | Binding Effect of Decisions                                   |  | 5   
|6.4       |  | Indemnity of Committee                                        |  | 5   
|6.5       |  | Employer Information                                          |  | 5   
|ARTICLE 7 |  | Other Benefits and Agreements                                 |  | 6   
|7.1       |  | Coordination with Other Benefits                              |  | 6   
|ARTICLE 8 |  | Claims Procedures                                             |  | 6   
|8.1       |  | Presentation of Claim                                         |  | 6   
|8.2       |  | Notification of Decision                                      |  | 6   
|8.3       |  | Review of a Denied Claim                                      |  | 7   
|8.4       |  | Decision on Review                                            |  | 7   
|8.5       |  | Legal Action                                                  |  | 7   
|ARTICLE 9 |  | Miscellaneous                                                 |  | 7   
|9.1       |  | Status of Plan                                                |  | 7   
|9.2       |  | Unsecured General Creditor                                    |  | 7   
|9.3       |  | Employer's Liability                                          |  | 8   
|9.4       |  | Nonassignability                                              |  | 8   
|9.5       |  | Not a Contract of Employment                                  |  | 8   
|9.6       |  | Furnishing Information                                        |  | 8   
|9.7       |  | Terms                                                         |  | 8   
|9.8       |  | Captions                                                      |  | 8   
|9.9       |  | Governing Law                                                 |  | 8   
|9.10      |  | Notice                                                        |  | 8   
|9.11      |  | Successors                                                    |  | 9   
|9.12      |  | Spouse's Interest                                             |  | 9   
|9.13      |  | Validity                                                      |  | 9   
|          |  |                                                               |  |     

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|9.14 |  | Incompetent |  | 9
|---- |  | ----------- |  | -
|9.15 |  | Court Order |  | 9
|9.16 |  | Insurance   |  | 9

iii

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GREAT LAKES CHEMICAL CORPORATION  DEATH BENEFIT ONLY PLANEffective April 1, 2003

Purpose

The purpose of this Plan is to provide additional welfare benefits similar to term life insurance, to a select group of management or highly compensated employees
of the Company and any Employer, who have devoted full time and attention to the business of the Company and/or any Employer. The Plan is subject to Part 1 (Reporting and Disclosure) and
Part 5 (Enforcement, Claims and Preemption Provisions) of Title I of ERISA. The requirements of Part 1 may be satisfied under the alternative compliance approach under the Department of
Labor and Regulations.

ARTICLE 1Definitions

For the purposes of this Plan, unless otherwise clearly apparent from the context, the following phrases or terms shall have the following indicated meanings:

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2

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ARTICLE 2Selection, Enrollment, Eligibility

ARTICLE 3Benefits



3

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| | $150,000.54 | 
| | ----------- | 

ARTICLE 4Beneficiary Designation

4

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ARTICLE 5Termination, Amendment or Modification

ARTICLE 6Administration

5

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ARTICLE 7Other Benefits and Agreements

ARTICLE 8Claims Procedures

6

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ARTICLE 9Miscellaneous

7

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8

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The
Company has signed this Plan document as of April 14, 2003.



9

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