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                                                             Exhibit No. (10)(i)



                        GREAT LAKES CHEMICAL CORPORATION
                          SUPPLEMENTAL RETIREMENT PLAN

                      (RESTATED EFFECTIVE JANUARY 1, 1993)
3/30/93
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                        GREAT LAKES CHEMICAL CORPORATION
                          SUPPLEMENTAL RETIREMENT PLAN
                      (RESTATED EFFECTIVE JANUARY 1, 1993)

                                Table of Contents

<TABLE>
<CAPTION>
ARTICLE I

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

ARTICLE II

        PARTICIPATION                                                      2
        2.1 Eligibility and Participation                                  2
        2.2 Duration                                                       2

ARTICLE III

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

ARTICLE IV

        FUNDING                                                            4
        4.1 Funding                                                        4

ARTICLE V

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

ARTICLE VI

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

APPENDIX A
</TABLE>
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                        GREAT LAKES CHEMICAL CORPORATION
                          SUPPLEMENTAL RETIREMENT PLAN
                      (RESTATED EFFECTIVE JANUARY 1, 1993)

                                    ARTICLE I
                                  ESTABLISHMENT

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

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

                                                                          Page 1
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                                   ARTICLE II

                                  PARTICIPATION

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

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

                                                                          Page 2
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                                   ARTICLE III
                                BENEFIT; PAYMENT

3.1      Accrued Benefit.

         (a)      If at any time any benefit otherwise payable under the
                  provisions of the Pension Plan in respect of a Participant,
                  including any benefit payable with RESPECT THE PARTICIPANT'S
                  SPOUSE OR other beneficiary entitled thereto, shall be REDUCED
                  BY REASON OF THE LIMITATIONS on maximum benefits under Section
                  415 of the Code, and/or the limitation on the amount of
                  compensation of a PARTICIPANT that may be considered under
                  Section 401(a)( 17) of the Code, the Participant or his spouse
                  or other beneficiary shall be entitled to receive a retirement
                  benefit, subject to the terms and conditions of the Plan,
                  equal to the excess, if any, of - -

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

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

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

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

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

                                                                          Page 3
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                                   ARTICLE IV
                                     FUNDING

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

                                                                          Page 4
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                                    ARTICLE V
                            AMENDMENT, ADMINISTRATION

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

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

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

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

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

                                                                          Page 5
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                                   ARTICLE VI
                                  MISCELLANEOUS

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

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

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

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

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

                                                                          Page 6
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IN WITNESS, WHEREOF , the Company has executed this restated Plan this    day of
       , 1993.


                                                GREAT LAKES CHEMICAL CORPORATION

                                                By: ____________________________

ATTEST:

______________________________
                                                                          Page 7
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                        GREAT LAKES CHEMICAL CORPORATION
                          Supplemental Retirement Plan

                                   APPENDIX A
                               Eligible Employees

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

Name of Employee                                            Date of Board Action
Emerson Kampen                                              03-09-93
<PAGE>   11
                        Great Lakes Chemical Corporation
                          Supplemental Retirement Plan
                                   Appendix A
                               Eligible Employees

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

NAME OF EMPLOYEE                                            DATE OF BOARD ACTION

John Little                                                       05-04-94

Robert Jeffares                                                   05-04-94

David Hall                                                        05-04-94

Robert McDonald                                                   05-04-94

John Talpas                                                       05-04-94

Donald Simpson                                                    05-04-94

Marshall Bloom                                                    05-04-94

Larry Bloom                                                       05-04-94

David Bouchard                                                    05-04-94

Lowell Horwedel                                                   05-04-94

Gerd Schue                                                        05-04-94
<PAGE>   12
                        GREAT LAKES CHEMICAL CORPORATION
                          SUPPLEMENTAL RETIREMENT PLAN

                                   APPENDIX A
                               ELIGIBLE EMPLOYEES

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

NAME OF EMPLOYEE                                            DATE OF BOARD ACTION

Steve Clark                                                 March 1, 1995

John Lacci                                                  March 13, 1995

Bob Smith                                                   March 20, 1995

Joe Holson                                                  August 31, 1995

Dick Ferguson                                               February 27, 1996

J. Larry Robertson                                          February 28, 1996
<PAGE>   13
                        GREAT LAKES CHEMICAL CORPORATION
                          SUPPLEMENTAL RETIREMENT PLAN

                                   APPENDIX A
                               ELIGIBLE EMPLOYEES

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

NAME OF EMPLOYEE                                            DATE OF BOARD ACTION

Steve Clark                                                 March 1, 1995

John Lacci                                                  March 13, 1995

Bob Smith                                                   March 20, 1995
<PAGE>   14
                        GREAT LAKES CHEMICAL CORPORATION
                          SUPPLEMENTAL RETIREMENT PLAN

                                   APPENDIX A
                               ELIGIBLE EMPLOYEES

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

NAME OF EMPLOYEE                                            DATE OF BOARD ACTION

Steve Clark                                                 March 1, 1995

John Lacci                                                  March 13, 1995

Bob Smith                                                   March 20, 1995

Joe Holson                                                  August 31, 1995

Dick Ferguson                                               February 27, 1996

J. Larry Robertson                                          February 28, 1996

Yuichi Iikubo                                               December 10, 1996

Richard Boehner                                             June 2, 1997
<PAGE>   15
                        GREAT LAKES CHEMICAL CORPORATION
                          SUPPLEMENTAL RETIREMENT PLAN

                                   APPENDIX A
                               ELIGIBLE EMPLOYEES

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

NAME OF EMPLOYEE                                            DATE OF BOARD ACTION

Steve Clark                                                 March 1, 1995

John Lacci                                                  March 13, 1995

Bob Smith                                                   March 20, 1995

Joe Holson                                                  August 31, 1995

Dick Ferguson                                               February 27, 1996

J. Larry Robertson                                          February 28, 1996

Yuichi Iikubo                                               December 10, 1996

Richard Boehner                                             June 2, 1997

Mark Esselman                                               September 1, 1997