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                                                                    EXHIBIT 10ii

                                  AMENDMENT TO
                        GREAT LAKES CHEMICAL CORPORATION
                           DEFERRED COMPENSATION PLAN


                  The Great Lakes Chemical Corporation Deferred Compensation
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 8 of the Plan is hereby amended and restated to
read as follows:

         8.       EFFECT OF CHANGE IN CONTROL OF THE COMPANY

         Notwithstanding any provision in the Plan to the contrary, in the event
of a change in control of the Company (as defined below), (a) 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 and (b)
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 thirty (30)
days of such 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:

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



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                  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 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



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                           (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 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





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         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.

                  2. Section 17 of the Plan is hereby amended and restated to
read as follows:

         17.      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, (i) the Company shall not cancel, reduce, or otherwise adversely
         affect the amount of benefits of any Participant 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 therein) without the
         written consent of 66 2/3 percent of the Participants. In the event
         that the Plan is terminated, the Participant shall be entitled to a
         Deferred Benefit equal to the amount of his or her Deferred
         Compensation Account determined under Section 6(a) and payable in
         accordance with Section 7.


                  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.




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                                   GREAT LAKES CHEMICAL CORPORATION

                                   By: /s/ Robert McDonald
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