Exhibit (10)(vii)

CHANGE IN CONTROL AGREEMENT

This Change in Control Agreement ("Agreement") is entered into, effective as of December 2, 2004, by and between John J. Gallagher III ("Executive") and
Great Lakes Chemical Corporation ("Company").

Background

A.    The
Company considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of the Company and
its stockholders. In this connection, the Company recognizes that, as is the case with many publicly held corporations, the possibility of a change in control exists and that such possibility, and the
uncertainty and questions that it may raise among management, could result in the departure or distraction of key management personnel to the detriment of the Company and its stockholders.
Accordingly, the Company's Board of Directors has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company's
management, including the Executive, to their assigned duties without distraction and disruption in the event of a threatened or actual change in control or other major corporate transaction.

B.    This
Agreement does not constitute an employment contract, nor does it alter the Executive's status as an at-will employee of the Company. This Agreement
merely sets out the severance benefits that the Company will provide if, but only if, the Executive's employment with the Company terminates or is deemed to terminate after the occurrence of an actual
or potential change in control or other major transaction under the circumstances described herein or as otherwise provided in Section 7 following a major transaction.

In
consideration of the premises and the Executive's employment by the Company, the Executive and the Company agree as follows:

Agreement

1.Defined Terms.The following terms, when capitalized, shall have the meanings
specified below for purposes of this Agreement:



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For
purposes of this Agreement, where a Change in Control results from a series of related transactions, the Change in Control shall be deemed to have occurred on the date of the
consummation of the first such transaction. For purposes of paragraph (i), the stockholders of another corporation (other than the Company or a corporation described in clause (D) of
paragraph (i)) 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.

Termination
of the Executive's Employment during or following a Potential Change in Control shall be considered to have occurred following a Change in Control to the extent provided in
Section 2(c).

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To
Terminate Employment for Good Reason, the Executive must provide his written resignation to the Company within 90 days from the event (or from the last in a series of events)
relied upon the Executive as a basis for termination for Good Reason, and such notice must specify such event(s).

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2.Term.



3.Exception for Certain Spin-Off Transactions.Notwithstanding the
definitions in Section 1, neither a "Change in Control" nor a "Potential Change in Control" shall 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 this Agreement, a "Continuing Director" shall mean any member of the Board of Directors of the Company who is a member of the Board of Directors as of the date
of this Agreement and any person who subsequently becomes a member of the Board of Directors, if such person's nomination for election or election to the Board of Directors is recommended or approved
by a majority of the Continuing Directors.

4.Relationship of Sections 5, 6, and 7.Except as provided in this Section, the payment
of benefits pursuant to Section 5, 6, or 7 shall make the Executive ineligible for benefits under any other Section of this Agreement or under the same Section of this Agreement as a result of
a later Change in Control or Major Transaction. If the Executive receives benefits pursuant to Section 7, and a Change

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in
Control occurs at least 18 months thereafter, the prior payment of benefits under Section 7 shall not make the Executive ineligible for benefits under Section 5.

5.Benefits Upon Termination of Employment Following a Change in Control.



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6.Benefits Upon Termination of Employment Following a Major Transaction.



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7.Benefits Payable Following Major Transaction.If the Executive has not incurred a
Termination of Employment on or before the 366th day following a Major Transaction ("Pay Out Date"), the Company shall pay to the Executive as a bonus (and without regard to the
provisions of any benefit plan) in a lump sum payment, an amount equal to the product of (i) the sum of (A) the Executive's annual base salary at the rate in effect immediately before
the Major Transaction, plus (B) the greater of (I) the Executive's target annual bonus (assuming 100% fulfillment of all elements of the formula under which such bonus would have been
calculated) in the year in which the Pay-Out Date occurs, and (II) the average of the annual bonuses paid or payable to the Executive for the three calendar years immediately before
the year in which the Pay-Out Date occurs, multiplied by (ii) three. Upon such payment, all of the Company's obligations with respect to the Major Transaction shall have been
fulfilled. Under no circumstances shall the Executive be entitled to a payment pursuant to this Section and Section 6 as a result of a Major Transaction.

8.No Obligation to Mitigate.The Executive shall not be required to mitigate the amount
of any payment or benefits provided for in Section 5 or 6 by seeking other employment or otherwise, nor (except as provided in paragraph 5(d)(i) or 6(d)(i)) shall the amount of
any payment or benefits provided for in
Section 5 or 6 be reduced by any payments or benefits received by the Executive as the result of employment by another employer after the Date of Termination, or otherwise; provided, however,
that the amount payable under Section 5 or 6 shall be reduced by the amount of any severance, termination, or notice pay (or any other similar amounts) required by law to be paid to the
Executive by the Company or its subsidiaries and by any salary or other amounts paid to the Executive during any notice period that the Company or its subsidiaries is required by law to provide.

9.Gross-Up for Excise Taxes.If any payment or benefit received or to be
received by the Executive in connection with a Change in Control or or the termination of the Executive's employment (whether pursuant to the terms of this Agreement or any other plan, arrangement, or
agreement with the Company) (all such payments and benefits being hereinafter called "Total Payments") would be subject (in whole or part) to the excise tax imposed under Code Section 4999
("Excise Tax"), the Company shall pay the Executive an additional amount ("Gross-Up Payment") such that the net amount retained by the Executive, after deduction of any Excise Tax on the
Total Payments and any federal, state, and local income tax and Excise Tax upon the payment provided for by this Subsection, shall be equal to the Total Payments. For purposes of determining whether
any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax, (i) the Executive's Total Payments shall be treated as "parachute payments" within the meaning of
Code Section 280G(b)(2); and all "excess parachute payments" within the meaning of Code Section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion of tax
counsel selected by the accounting firm that was, immediately before the actual or deemed Change in Control, the Company's independent auditor ("Auditor") and reasonably acceptable to the Executive,
such other payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of Code Section 280G(b)(4)(A), or such excess parachute payments (in whole or in
part) represent reasonable compensation for services actually rendered, within the meaning of Code Section 280G(b)(4)(B), in excess of the base amount allocable to such reasonable compensation,
or are otherwise not subject to the Excise Tax, (ii) the amount of the Total Payments that shall be treated as subject to the Excise Tax shall be equal to the lesser of (1) the total
amount of the Total Payments or (2) the amount of excess parachute payments within the meaning of Code Section 280G(b)(1) (after applying clause (i) above) and (iii) the
value of any non-cash benefits or any deferred payment or benefit shall be determined by the Auditor in accordance with the principles of Code Sections 280G(d)(3) and (4). For purposes of
determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income taxes at the

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highest
marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation
in the state and locality of the Executive's residence (or, if higher, in the state and locality of the Executive's principal place of business) on the Date of Termination, net of the maximum
reduction in federal income taxes that could be obtained from deduction of such state and local taxes. In the event that the Excise Tax is later determined to be less than the amount taken into
account hereunder at the time of Termination of Employment, the Executive shall repay to the Company, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of
the Gross-Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the Excise Tax and federal, state, and local income tax imposed
on the Gross-Up Payment being repaid by the Executive to the extent that such repayment results in a reduction in Excise Tax and/or a federal, state, or local income tax deduction) plus
interest on the amount of such repayment at 120% of the rate provided in Code Section 1274(b)(2)(B). If the Excise Tax is determined to exceed the amount taken into account hereunder at the
time of Termination of Employment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an
additional Gross-Up Payment to the Executive with respect to such excess (plus any interest, penalties, or additions payable by the Executive with respect to such excess) at the time that
the amount of such excess is finally determined. The Executive and the Company shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning
the existence or amount of liability for Excise Tax with respect to the Severance Payments. Except as otherwise expressly provided, the Company shall pay the amounts required by this Section within
30 days of the Date of Termination. For purposes of this Section, a
Major Transaction shall be deemed a Change in Control.

10.Default in Payment.Any payment not made within ten days after it is due in
accordance with this Agreement shall thereafter bear interest, compounded quarterly, at the prime rate from time to time in effect at the Chase Manhattan Bank of New York.

11.Rights and Waivers.All rights and remedies of the parties hereto are separate and
cumulative, and no one of them, whether exercised or not, shall be deemed to exclude, limit, or prejudice any other right or remedy that either of the parties hereto may have. No party to this
Agreement shall be deemed to waive any right or remedy under this Agreement, unless such waiver is in writing and signed by such party. No delay or omission on the part of either party in exercising
any right or remedy shall operate as a waiver of such right or remedy or any other right or remedy. A waiver on any one occasion shall not be construed as a bar to or a waiver of any right or remedy
on any future occasion.

12.Effect on Other Plans, Agreements, and Benefits.Except to the extent expressly set
forth herein, any benefit or compensation to which the Executive is entitled under any agreement between the Executive and the Company or any of its subsidiaries or under any plan maintained by the
Company or any of its subsidiaries in which the Executive participates or participated shall not be modified or lessened in any way, but shall be payable according to the terms of the applicable plan
or agreement. The terms of this Agreement shall supersede and terminate any prior change in control severance agreement, or the provisions of any other agreement providing benefits following a change
in control, entered into between the Executive and the Company or any subsidiary thereof. Notwithstanding the above, any benefits received by the Executive pursuant to this Agreement shall be in lieu
of any severance benefits to which the Executive would otherwise be entitled under any general severance policy maintained by the Company or the relevant subsidiary for its management personnel or
under any employment contract between the Executive and the Company or any subsidiary thereof.

13.Unsecured Obligation.All rights of the Executive or any beneficiary of the
Executive who succeeds to the Executive's rights to payments or benefits under this Agreement shall at all times be entirely unfunded and no provision shall at any time be made with respect to
segregating any assets of

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the
Company or payment of any amounts due hereunder. Neither the Executive nor any such beneficiary shall have any interest in or rights against any specific assets of the Company or any of its
subsidiaries, and the Executive and any such beneficiary shall have only the rights of a general unsecured creditor of the Company.

14.Successors.



15.Burden of Proof.In any judicial or other proceedings in which the Executive's right
to, or the amount of, benefits hereunder is disputed, the ultimate burden of proof shall be on the Company.

16.Arbitration.Any dispute or controversy arising under or in connection with this
Agreement shall be settled exclusively by arbitration in Indianapolis, Indiana by three arbitrators, one of whom shall be appointed by the Company, one of whom shall be appointed by the Executive, and
the third of whom shall be appointed by the first two arbitrators. If either the Company or the Executive fails to appoint an arbitrator within 20 days of a request in writing by the other to
do so, or if the first two arbitrators cannot agree on the appointment of a third arbitrator within 20 days after the second

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arbitrator
is designated, then such arbitrator shall be appointed by the Chief Judge of the United States District Court located in the city of Indianapolis, or upon his failure to act, by the
American Arbitration Association so as to enable the arbitrators to render an award within 90 days after the three arbitrators have been appointed. Following the selection of arbitrators as set
forth above, the arbitration shall be conducted promptly and expeditiously and in accordance with the rules of the American Arbitration Association. Pending the resolution of such dispute or
controversy, the Company will continue to pay the Executive without interruption his full base salary at the rate in effect immediately before the notice giving rise to the dispute was given and
continue the Executive as a participant in all thrift, incentive, compensation, pension, life insurance, health and accident or disability plans in which the Executive was participating when the
notice giving rise to the dispute was given at the level in effect immediately before such notice. Judgment may be entered on the arbitrator's award in any court having jurisdiction; provided,
however, that the Executive shall be entitled to seek specific performance of his right to be paid during the pendency of any dispute or controversy arising under or in connection with this Agreement.
The Company shall bear all of the expenses relating to any arbitration under this Agreement.

17.Amendment.No provision of this Agreement may be amended or waived, except by
written agreement signed by both the Company and the Executive.

18.Entire Agreement.This Agreement contains the entire agreement and understanding of
the parties regarding the transaction contemplated herein and supersedes all prior agreements, arrangements, or understandings, whether written or oral, relating to the subject matter hereof,
including, without limitation, any letters, agreements, or understandings between the Executive and the Company or any subsidiary thereof before the date hereof. Execution of this Agreement shall
supersede and terminate any prior change in control severance agreement, or the provisions of any other agreement providing benefits following a change in control, entered into between the Executive
and the Company or any subsidiary thereof.

19.Severability.If any provision of the Agreement is held to be invalid, illegal, or
unenforceable, the remainder of this Agreement shall not be affected thereby. If any provision of this Agreement is held by a court of competent jurisdiction to conflict with any federal, state, or
local law, such provision is hereby declared to be of such force and effect as is permissible in such jurisdiction.

20.Governing Law.The provisions of this Agreement shall be construed in accordance
with, and governed by, the laws of the State of Indiana without regard to principles of conflict of laws.

21.Counterparts.This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which together will constitute one and the same instrument.

|                                              |                  |     | GREAT LAKES CHEMICAL CORPORATION
|--------------------------------------------- | ---------------- | --- | --------------------------------
|/s/JOHN J. GALLAGHER IIIJohn J. Gallagher III |                  | By: | Nigel T. Andrews                
|Date:                                         | February 8, 2005 |     | Date:                           
|                                              |                  |     |                                 

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