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                                                            Exhibit No. (10)(ii)

                        GREAT LAKES CHEMICAL CORPORATION
                           DEFERRED COMPENSATION PLAN
                 (AMENDED AND RESTATED EFFECTIVE JANUARY 1,1997)

1.       PURPOSE

         The purpose of the Great Lakes Chemical Corporation Deferred
Compensation Plan (the "Plan") is to provide an opportunity for certain
employees of Great Lakes Chemical Corporation (the "Company"), to elect to defer
all or part of the compensation payable by the Company on account of service
rendered in the employ of the Company ("Compensation"). The Plan is intended as
a means of maximizing the effectiveness and flexibility of compensation
arrangements, and as an aid in attracting and retaining individuals of
outstanding abilities for employment as Executives with the Company.

2.       EFFECTIVE DATE

         The Plan was originally effective with respect to Compensation paid for
services performed after March 1, 1994. Certain employees have previously
deferred Compensation that was payable for services rendered prior to the
adoption of the Plan. With respect to such Deferred Compensation, the Plan
memorializes the understanding between the Company and the Participant. This
amendment and restatement of the Plan is effective for services rendered on or
after January 1, 1997. Election made to defer Compensation for services prior to
January 1, 1997 shall be governed by the terms of the Plan then in effect,
unless subsequent payment elections are made as provided therein.

3.       PLAN ADMINISTRATION

         The Plan will be administered by the Board of Directors of the Company
(the "Board"), 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 participation, and to delegate all or any portion of
its authority hereunder to a committee of the Board, or to designated officers
or employees of the Company. The Board's interpretations and construction
thereof, and actions hereunder, including any valuation of accounts, or
determination of amounts or recipients of any payment hereunder, shall be
binding and conclusive on all persons for all purposes. The expense of
administering the Plan shall be borne by the Company and shall not be charged
against amounts payable hereunder. No member of the Board shall be liable to any
person for any action taken or omitted in connection with the interpretation and
administration of the Plan unless attributable to his own willful misconduct or
lack of good faith.

4.       ELIGIBILITY

         Any officer or key employee of the Company to whom participation herein
is offered by the Board (each such individual hereinafter referred to as an
"Executive") is eligible to participate
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in the Plan. Any such Executive shall be a participant in the Plan
("Participant") as of the effective date of his or her first election to defer
Compensation in accordance with Section 5 hereof, and his or her status as a
Participant shall continue until the date of the last payment pursuant to
Section 7 hereof.

5.        ELECTION TO DEFER

         (a) In General. Each Executive shall be entitled to make an irrevocable
election (a "Deferral Election") to defer receipt of some or all of Compensation
otherwise payable to him or her after the date of such election. Such election
shall continue in effect for the period set forth therein until the Executive
delivers to the Board a written revocation or modification of such election with
respect to the Compensation that relates to services to be performed and are
payable thereafter. Compensation with respect to which a Deferral Election has
been made (and shall not have been revoked) shall be referred to hereinafter as
"Deferred Compensation".

         (b) Manner of Election. Deferral Elections shall be made only with
respect to such amounts of Compensation as the Board shall in its sole
discretion determine. Deferral Elections shall be made in accordance with such
rules and procedures on such form(s) as the Board may prescribe, provided that
each Deferral Election shall set forth the amount to be deferred, expressed
either as a stated dollar amount or as a percentage of Compensation to be
payable, and may be made separately with respect to base pay and to the annual
bonus. All Deferral Elections must be made before the calendar year for which
the Compensation is payable; provided, however, that in the first year in which
an executive becomes eligible to participate in the Plan, the newly eligible
Executive may make the applicable Deferral Election for services to be formed
subsequent to such election within thirty (30) calendar days after the date on
which such Executive becomes eligible. Any Deferral Elections made after the
times specified in this Section 5(b) shall be effective for the following
calendar year. Each Deferral Election shall remain effective for all subsequent
calendar years unless and until revoked.

         (c) Designation of Beneficiary. Participants shall designate in
writing, in accordance with such rules and procedures as the Board may
prescribe, the beneficiary or beneficiaries who are to receive the Participant's
Deferred Compensation Account in the event of the Participant's death.

6.        RECORDS AND CREDITING OF DEFERRED AMOUNTS

         (a) In General. The Company shall credit to a memorandum account for
the benefit of the Participant (his or her "Deferred Compensation Account") the
amount of any Deferred Compensation as of the date such Compensation would
otherwise have been payable to the Participant.

         (b) Valuation of Account. Each Participant's Deferred Compensation
Account shall be valued each calendar quarter; it shall be increased by any
Deferred Compensation credited to the account, decreased by any distribution
made to the Participant from the account and credited with earnings based on 90%
of the prime rate of Chase Manhattan Bank as of the last business
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day of each calendar quarter, or at such other rate as may be adopted from time
to time by the Board. A change in the rate credited under this Plan shall not
require an amendment to this Plan.

         (c) Unsecured Obligations. The obligation of the Company to make
payments of amounts credited to the Participant's Deferred Compensation Account
shall be a general obligation of the Company, and such payments shall be made
from general assets and property of the Company. The Participant's relationship
to the Company under the Plan shall be only that of a general unsecured creditor
and neither this Plan nor any agreement entered into hereunder or action taken
pursuant hereto shall create or be construed to create a trust or fiduciary
relationship of any kind.

         (d) The credits in Deferred Compensation Accounts are bookkeeping
entries only, and do not represent actual assets or cash. The Company shall
furnish each Participant with quarterly statements of activity and balances in
his or her Deferred Compensation Account.

         (e) Vesting of Deferred Compensation Account. A Participant shall be
one hundred. percent (100%) vested in his or her Deferred Compensation Account.

7.       PAYMENT OF DEFERRED COMPENSATION ACCOUNT

         (a) In General. No withdrawal or payment shall be made from the
Participant's Deferred Compensation Account except as provided in this Section
7.

         (b) Payment Options. The value of a Participant's Deferred Compensation
Account shall be payable under two alternative options, at the election of the
Participant, as follows:

         [OPTION ONE: in cash as a single sum payment as soon as practicable
following January 1 of the calendar year following the calendar year in which
the Participant separated from service, or in the case of a Participant who is
or was a covered employee within the meaning of Section 1 62(m)(3) of the
Internal Revenue Code as of the later of the date described above or as soon as
practicable following January 1 after such Participant is no longer
characterized as a covered employee.]

         [OPTION TWO: in annual installments over 10 years, provided, however,
that the Board in its sole and absolute discretion may elect at any time after a
Participant separates from service to distribute the remaining balance in the
Participant's Deferred Compensation Account in a single sum in full settlement,
payments shall be payable annually and shall commence as soon as practicable
following January 1 of the calendar year following the calendar year in which
the Participant separated from service, or in the case of a Participant who is
or was a covered employee within the meaning of Section 162(m)(3) of the
Internal Revenue Code as of the later of the date described above or as soon as
practicable following the January 1 after such Participant is no longer
characterized as a covered employee.]

         (c) Election of Payment Options. Each Participant shall make an
election in respect of payments from his or her Deferred Compensation Account (a
"Payment Election"). Payment Elections shall be effective on the beginning of
the calendar year commencing at least one year
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after the election is made; provided, however, that in the first year in which
an Executive becomes eligible to participate in the Plan, the newly eligible
Executive may make the Payment Election within thirty (30) calendar days after
the date on which such Executive becomes eligible, which election shall become
effective immediately. Any Payment Election made after the time specified in
this Section 7(c) shall be effective beginning the calendar year commencing at
least one year after the Payment Election is made. Each Payment Election shall
remain effective unless and until revoked or amended. Subject to the foregoing,
Payment Elections shall be made on such form(s) as the Board may prescribe. In
the absence of an Effective Payment Election, the Executive shall be deemed to
have elected Option One pursuant to Section 7(b).

         (d) The Payment Date. The Payment Date for payment from the Deferred
Compensation Account shall commence on the date as provided in Section 7(b). The
amount of each installment elected under Option Two in Section 7(b) shall be
equal to the quotient obtained by dividing the Participant's account balance as
of the date of such installment payment by the number of installment payments
remaining to be made to such Participant at the time of calculation. The
remaining balance of the Deferred Compensation Account shall earn interest at
the rate specified in Section 6(b) until paid.

         (e) Acceleration for Hardship. The Board in its sole discretion may
accelerate payments of amounts credited to a Participant's Deferred Compensation
Account if requested to do so and if the requirements of this paragraph (e) are
met. Such acceleration may occur only in the event of unforeseeable financial
emergency or severe hardship from one or more recent events beyond the control
of the Participant and is limited to the amount deemed reasonably necessary to
satisfy the emergency or hardship. Payments may not be made to the extent that
such hardship is or may be relieved: (i) through reimbursement or compensation
by insurance or otherwise, (ii) by liquidation of the Participant's assets (to
the extent the liquidation of such assets would not itself cause a severe
financial hardship), or (iii) by cessation of participation in the Plan.

         (f) Death of Participant. In the event that a Participant shall die at
any time prior to distribution of his or her Deferred Compensation Account, the
unpaid balance of the Participant's Deferred Compensation Account shall be paid
in a lump sum to the Participant's designated beneficiary or beneficiaries (or,
in absence of such designation, to his or her heirs in accordance with his or
her last will and testament or, in the absence of a will, by the laws of
intestate succession).

         (g) Disability of Participant. In the event of Disability of a
Participant before attainment of age 65 and prior to termination of service, a
Disabled Participant may petition the Board to receive a benefit equal to the
remaining balance, if any, of the Participant's Deferred Compensation Account
determined under Section 6(b). Such benefit shall be payable pursuant to
elections made by the Participant in the manner provided in Section 7(b). Such
benefit shall be paid until the earliest of the following events: (i) there is
no longer any balance in the Participant's Deferred Compensation Account; (ii)
the Participant ceases to be a Disabled Participant and resumes employment with
the Company; or (iii) the Participant dies. Disability benefits shall be treated
as distributions from the Participant's Deferred Compensation Account.
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         For purposes of this paragraph (g), "Disability" means a condition, as
determined by the Board, that totally and continuously prevents the Participant,
for at least six consecutive months, from engaging in an "occupation" for
compensation or profit. During the first twenty-four (24) months of total
disability, "occupation" means the Participant's occupation at the time the
disability began. After that period, "occupation" means any occupation for which
the Participant is or becomes reasonably fitted by education, training or
experience.

8.        EFFECT OF CHANGE IN CONTROL

         If a single individual or entity acquires or offers to acquire more
than fifty percent of the outstanding stock of the Company, or if all or
substantially all of the assets of the Company are transferred (or the Company
agrees to transfer all or substantially all of its assets) to another entity by
way of a sale, merger, consolidation or other means (a "change in control"), the
entire unpaid balance of each Deferred Compensation Account then maintained by
the Company shall be paid in a lump sum to the Participant within 30 days after
the change in control

9.       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 Company 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 hereto under the
Plan, the Board, in its sole and absolute 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
in such manner as the Board may deem proper.

10.      DESIGNATION OF BENEFICIARIES

         Each Participant shall have the right to designate in writing, in
accordance with such rules and procedures as the Board may prescribe, the
beneficiary or beneficiaries who are to receive the payments from his or her
Deferred Compensation Account in the event of the Participant's death.

11.      BINDING PROVISIONS

         All of the provision of this Plan shall be binding upon all persons who
shall be entitled to any benefits hereunder and their heirs and personal
representatives. The Plan shall be binding
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upon and inure to the benefit of the Company, its successors and assigns and the
Participant and his heirs, executors, administrators and legal representatives.

12        INCAPACITY

         If the Board shall find that any person to whom any payment is payable
under the plan is unable to care for his affairs because of illness or accident,
or is a minor, any payment due (unless a prior claim therefor shall have been
made by a duly appointed guardian, committee or other legal representative) may
be made to the spouse, a child, a parent, or a brother or sister, or to any
person deemed by the Board to have incurred expense for such person otherwise
entitled to payment, in such manner and proportions as the Board may determine.
Any such payment shall be a complete discharge of the liabilities of the Company
under the plan.

13.       CONTINUED EMPLOYMENT

         Nothing contained herein shall be construed as conferring upon the
Participant the right to continue in the employ of the Company as an executive
or in any other capacity.

14.      CLAIMS FOR BENEFITS PROCEDURE

         (a) Claims for Benefits Procedure. Any claim for benefits under the
Plan shall be made in writing to any member of the Board. If such claim for
benefit is wholly or partially denied by the Board, the Board shall, within a
reasonable period of time, but not later than sixty (60) days after receipt of
the claim, notify the claimant of the denial of the claim. Such notice of denial
shall be in writing and shall contain:

                                    (i)      The specific reason or reasons for
                                             denial of the claim; (ii) A
                                             reference to the relevant Plan
                                             provisions upon which the denial is
                                             based;

                                    (iii)    A description of any additional
                                             material or information necessary
                                             for the claimant to perfect the
                                             claim, together with an explanation
                                             of why such material or information
                                             is necessary; and

                                    (iv)     an explanation of the Plan's claim
                                             review procedure.

If no such notice is provided, the claim shall be deemed granted.

         (b) REQUEST FOR REVIEW of a Denial of a Claim for Benefits. Upon the
receipt by the claimant of written notice of denial of the claim, the claimant
may within ninety (90) days file a written request to the Board, requesting a
review of the denial of the claim, which review shall include a hearing if
deemed necessary by the Board. In connection with the claimant's appeal of the
denial of his claim, he may review relevant documents and may submit issues and
comments in writing.

         (c) Decision Upon Review of Denial of Claim for Benefits. The Board
shall render a decision on the claim review promptly, but no more than sixty
(60) days after the receipt of the
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claimant's request for review, unless special circumstances (such as the need to
hold a hearing) require an extension of time, in which case, the sixty (60) day
period shall be extended to one hundred-twenty (120) days. Such decision shall:

                  (i)      Include specific reasons for the decision;
                  (ii)     Be written in a manner to be understood by the
                           claimant; and
                  (iii)    Contain specific references to the relevant Plan
                           provisions upon which the decision is based.

15.      WITHHOLDING TAXES.

         To the extent that the Company is required to withhold federal, state,
local or foreign taxes in connection with any payment made or benefit realized
by a Participant or other person under the Plan, and the amounts available to
the Company for such withholding are insufficient, it shall be a condition to
the receipt of such payment or the realization of such benefit that the
Participant or such other person make arrangements satisfactory to the Company
for payment of the balance of such taxes required to be withheld. At the
discretion of the Board, such arrangements may include relinquishment of a
portion of such benefit. The Company and any Participant or such other person
may also make similar arrangements with respect to the payment of any taxes with
respect to which withholding is not required.

16.      CONTROLLING LAW.

The Plan shall be construed in accordance with and governed by the law of the
State of Indiana.

17.       AMENDMENT AND TERMINATION

         (a) Amendment. The Plan may be amended in whole or in part by the Board
at any time. Notice of any such amendment shall be given in writing to the Board
and to each Participant and each Beneficiary of a deceased Participant. No
amendment shall decrease the value of a Participant's Deferred Compensation
Account, the benefits to which a Participant may be entitled under Section 7 or
other benefit entitlements existing prior to any such amendment.

         (b) Company's Right to Terminate. The Company reserves the sole right
to terminate the Plan and/or any Agreement pertaining to the Participant at any
time after the Plan Effective Date. In the event of any such termination, the
Participant shall be entitled to a Deferred Benefit equal to the amount of his
Deferred Compensation Account determined under Section 6(a) and payable in
accordance with Section 7.

         IN WITNESS WHEREOF, the Company has caused this Plan to be executed by
its duly authorized officers as of the date first above written.

                                      By: _____________________________________

                                      Date: ___________________________________


__________________________________
Secretary