Exhibit (10)(vii)

***Portions
marked with asterisks within brackets have been omitted pursuant to a request for confidential treatment, and have been filed separately in connection with such request.

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:

(a)   "Beneficial
Owner" means a "beneficial owner, as defined in Rule 13d-3 under the Exchange Act.

(b)   "Board"
means the Company's Board of Directors.

(c)   "Cause"
means, with respect to the Executive, the Executive's (i) act of fraud, embezzlement, theft, or other intentional material violation of the law in
connection with or in the course of his employment, (ii) willful gross misconduct that is likely to materially injure the reputation, business, or a business relationship of the Company;
(iii) violation of the Confidentiality and Non-Competition Agreement, or (iv) willful and continued failure to perform his duties for the Company (other than a failure due to
Disability), after a demand for substantial performance to the Executive by the Board that specifically identifies the manner in which the Board believes that the Executive has not performed his
duties. For purposes of the preceding sentence, no act, or failure to act, on the part of the Executive shall be deemed "willful," unless it was done or omitted by the Executive not in good faith and
without reasonable belief that his act or omission was in or not opposed to the best interests of the Company. Notwithstanding the foregoing, the Executive's employment shall not be deemed to have
been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire

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membership
of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be
heard by the Board), finding that in the Board's good faith opinion, the Executive was guilty of conduct described in the first sentence of this Subsection and describing the specific acts or
omissions constituting such conduct.



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).

(e)   "Code"
means the Internal Revenue Code of 1986, as amended from time to time.

(f)    "Company"
means Great Lakes Chemical Corporation and any successor, to the extent provided in Section 13.

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(g)   "Confidentiality
and Non-Compete Agreement" means the confidentiality and non-compete agreement between the Company and the Executive.

(h)   "Date
of Termination" means, (i) if the Executive Terminates Employment for Good Reason, the date of termination specified in the Executive's resignation, and
(ii) if the Executive's Employment is Terminated for any other reason, the date on which a notice of termination is given.

(i)    "Exchange
Act" means the Securities Exchange Act of 1934, as in effect on the date of this Agreement.

(j)    "Good
Reason" means any of the following:



provided,
however, that (i) any Termination of Employment by the Executive shall not be considered a termination for Good Reason for purposes of this Agreement if such termination occurs after
the Executive has been absent from his work for a continuous period of at least six months as a result of his incapacity due to physical or mental illness ("Disability Period") and occurs while the
Executive is receiving benefits under the Company's (or any subsidiary's) long-term disability plan(s) in effect immediately before the Change in Control or Major Transaction; and
(ii) if the Executive returns to work following a Disability Period, clause (i) of this paragraph shall not apply in determining whether Good Reason exists following such return.

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).

(k)   "Major
Transaction" means, on or before [* * * * * * * * * *], the sale or disposition to a third party or parties of all or substantially all of
any two of the following groups of businesses (whether simultaneously or in series):



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If
a Major Transaction results from a series of transactions, the Major Transaction shall be deemed to have occurred on the date of the consummation of the last such transaction. For avoidance of
doubt, "sale or disposition" means that, upon the completion of a transaction of any legal form (including but not limited to a sale of assets, sale of stock, merger or consolidation, or formation of
joint venture), the Company no longer owns equity representing a controlling interest in the business. A sale or disposition described above shall not be considered a Major Transaction, if it is also
a Change in Control and payments are made pursuant to Section 5.

(l)    "Person"
means a "person" within the meaning of Subsection (d)(i).

(m)  "Potential
Change in Control" means, except as provided in Section 3, the occurrence and continuation of any of the following conditions:



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).

(n)   "Term"
means the term of this Agreement, as determined pursuant to Section 2.

(o)   "Terminates
Employment", "Terminate(s) the Executive's Employment", and "Termination of Employment" all refer to a complete termination of the employment relationship
between the Company and all employers required to be aggregated with the Company pursuant to Code Section 414(b) or (c).

2.Term.

(a)   This
Agreement shall commence as of December 2, 2004, and shall continue in effect through December 31, 2006; provided, however, that beginning
January 1, 2007, and each January 1 thereafter, the term of this Agreement shall automatically be extended for an additional year unless, not later than March 31 of the preceding
year, the Company shall have given the Executive notice that it does not wish to extend this Agreement or a Change in Control shall have occurred before such January 1; provided, however,
(i) if a Change in Control shall have occurred during the term of this Agreement, this Agreement shall continue for a period of not less than 36 months after the month in which the
Change in Control occurs, and (ii) this Agreement shall continue in effect during the pendency of a Potential Change in Control and for nine months thereafter.

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(b)   This
Agreement shall be immediately terminated, and the Executive shall have no right to payment of any compensation or benefits hereunder, if he incurs a Termination of
Employment before the occurrence of a Change in Control or Major Transaction; provided, however, if the Company Terminates the Executive's Employment without Cause, or the Executive Terminates
Employment for Good Reason, before a Major Transaction that occurs on or before [***], and the Executive is not entitled to any payment pursuant to Section 5 or 6, the
Executive's Termination of Employment shall be disregarded in determining whether he is entitled to a payment pursuant to Section 7. Nothing in this Agreement shall confer on the Executive any
right to continue in the employ of the Company or interfere with or restrict in any way the rights of the Company, which are expressly reserved, to discharge the Executive at any time before a Change
in Control or Major Transaction for any reason.

(c)   Notwithstanding
Subsection (b), if the Executive incurs a Termination of Employment during a Potential Change in Control or within nine months following the conclusion
of a Potential Change in Control, such termination shall be deemed to be a termination after a Change in Control entitling the Executive to the severance and other benefits set out herein as if the
Executive had Terminated Employment after a Change in Control.

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 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.

(a)   The
Executive shall be entitled to benefits under this Section, rather than under any other severance program of the Company, if he incurs a Termination of Employment
under the circumstances described in this Section following a Change in Control.

(b)   If
the Company Terminates the Executive's Employment for Cause, the Company shall be obliged to pay the Executive his full base salary through his termination date at
the rate in effect at the time the notice of termination is given, and the Company shall have no further obligations under this Agreement.

(c)   If
the Company Terminates the Executive's Employment for other than Cause, or if the Executive Terminates Employment for Good Reason, then the Company shall pay to the
Executive as

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severance
pay (and without regard to the provisions of any benefit plan) in one or more payments within 30 days following the Executive's Date of Termination, the sum of the following amounts:



(d)   If
the Company Terminates the Executive's Employment for other than Cause, or if the Executive Terminates Employment for Good Reason, then the Company shall, in addition
to paying the amounts owed to the Executive pursuant to Subsection (c):



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(e)   This
Agreement and all payments pursuant hereto are intended to comply with Code Section 409A and the guidance thereunder, and this Agreement shall be construed
accordingly. To the extent that compliance with Section 409A(a)(2)(B)(i) would require any payment otherwise provided for by this Agreement to be delayed, such payment shall be made as
soon as administratively feasible after the period of delay required by Code Section 409A(a)(2)(B)(i).

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

(a)   The
Executive shall be entitled to benefits under this Section, rather than under any other severance program of the Company, if he incurs a Termination of Employment
under the circumstances described in this Section following a Major Transaction.

(b)   If
the Company Terminates the Executive's Employment for Cause, the Company shall be obliged to pay the Executive his full base salary through his termination date at
the rate in effect at the time the notice of termination is given, and the Company shall have no further obligations under this Agreement.

(c)   If
the Company Terminates the Executive's Employment for other than Cause, or if the Executive Terminates Employment for Good Reason, then the Company shall pay to the
Executive as severance pay (and without regard to the provisions of any benefit plan) in one or more payments within 30 days following the Executive's Date of Termination, the sum of the
following amounts:



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(d)   If
the Company Terminates the Executive's Employment for other than Cause, or if the Executive Terminates Employment for Good Reason, then the Company shall, in addition
to paying the amounts owed to the Executive pursuant to Subsection (c):



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(e)   This
Agreement and all payments pursuant hereto are intended to comply with Code Section 409A and the guidance thereunder, and this Agreement shall be construed
accordingly. To the extent that compliance with Section 409A(a)(2)(B)(i) would require any payment otherwise provided for by this Agreement to be delayed, such payment shall be made as
soon as administratively feasible after the period of delay required by Code Section 409A(a)(2)(B)(i).

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

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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 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.

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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 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.

(a)   The
Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or
assets of the Company, by agreement in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement before the effectiveness of any such succession shall be a breach of this
Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as the Executive would be entitled hereunder if he Terminated Employment for Good
Reason after a Change in Control, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. As used in
this Agreement, "Company" shall mean the Company as hereinbefore defined, and any successor to its business and/or assets as aforesaid that executes and delivers the agreement provided for in this
Subsection or otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

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(b)   The
Company shall require any successor to a business acquired in a Major Transaction, by agreement in form and substance satisfactory to the Executive, to expressly
assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place, if the Executive's
employment with the Company is to be terminated as a result of the transaction but the Executive is offered employment with such successor on substantially the same terms and conditions as existed
immediately before the Major Transaction. Failure of the Company to obtain such agreement before the effectiveness of any such Major Transaction shall be a breach of this Agreement and shall entitle
the Executive to compensation from the Company in the same amount and on the same terms as the Executive would be entitled hereunder if he Terminated Employment for Good Reason after a Major
Transaction, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. As used in this Agreement,
"Company" shall mean the Company as hereinbefore defined, and party to a Major Transaction that executes and delivers the agreement provided for in this Subsection or otherwise becomes bound by all
the terms and provisions of this Agreement by operation of law.

(c)   This
Agreement shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs,
distributees, devisees, and legatees. If the Executive should die while any amounts would still be payable to him hereunder if he had continued to live, all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this Agreement to the Executive's devisee, legatee, or other designee or, if there be no such designee, to the Executive's estate.

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 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,

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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:                             
|Date: February 8, 2005                        |  | Date: February 8, 2005          

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