Great Lakes - Exhibit 4.3




EXHIBIT 4.3






                                                      
FORM OF
 REGISTRATION RIGHTS AGREEMENT







        This REGISTRATION
RIGHTS AGREEMENT (this "Agreement") is entered into as of May , 2003, by and between
Great Lakes Chemical Corporation, a Delaware corporation (the "Company"), and the
Investment Committee of the Company, in its capacity as duly appointed and acting
investment manager (the "Manager") of the assets held in the Great Lakes Chemical
Corporation Retirement Plan Supplemental Trust (the "Trust"), for the account and on
behalf of the Trust (which has consented to the terms of this Agreement and shall thereby
be deemed a party to this Agreement). Capitalized terms used and not otherwise defined
herein shall have the respective meanings set forth in Section 1. 


     
RECITALS:




        WHEREAS, the Company
intends to contribute 300,000 shares of its Common Stock to the Trust;




        WHEREAS, such shares
of Common Stock immediately following such contribution will be held in a single
segregated account in the Trust (the "Segregated Account");




        WHEREAS, the Manager
has been appointed as a "fiduciary" of the Great Lakes Chemical Corporation Retirement
Plan (the "Plan"), as defined in Section 3(21) of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), with the authority to act on behalf of the Plan with
respect to all assets held in the Trust;




        WHEREAS, the Company
has agreed to grant the Manager certain registration rights with respect to the
Registrable Securities (as defined below) held in the Trust, on the terms and subject to
the conditions herein set forth; and




        WHEREAS, the Manager
has full power and authority to execute and deliver this Agreement for the account and on
behalf of the Trust and to bind the Trust.




        NOW, THEREFORE, in
consideration of the mutual covenants and obligations set forth in this Agreement, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


AGREEMENT:



SECTION 1.        DEFINITIONS.




        In addition to those
terms that are defined elsewhere in this Agreement, the following terms shall have the
following meanings as used in this Agreement:





        "Affiliate" means with
respect to any Person, any other Person (i) who is controlling, controlled by or under
common control with such Person or (ii) who is a director, officer or employee or a
former director, officer or employee of such Person.




        "Blackout Period"
means (i) any holdback period during which Transfers are not permitted by operation of
Section 4(b) and (ii) the period of time during which Transfers are not permitted by
operation of Section 3(a).




        "Board of Directors"
means the Board of Directors of the Company and any authorized committee thereof.




        "Business Day" means
any day on which the New York Stock Exchange is open for trading.




        "Code" means the
Internal Revenue Code of 1986, as amended.




        "Common Stock" means
the Company's common stock, par value $1.00 per share.




        "Exchange Act" means
the Securities Exchange Act of 1934, as amended, and any successor thereto, and the rules
and regulations promulgated thereunder.




        "Form S-3" means Form
S-3 as promulgated by the SEC or any successor form that is substantially similar thereto.




        "Person" means an
individual, partnership, corporation, trust or unincorporated organization, other
business entity or a government, or agency or political subdivision thereof.




        "Prospectus" means the
prospectus included in any Registration Statement, as amended or supplemented by any
prospectus supplement, with respect to the terms of the offering of any portion of the
Registrable Securities covered by such Registration Statement and all other amendments
and supplements to the Prospectus, including post-effective amendments and all material
incorporated by reference in such Prospectus.




        "Registrable
Securities" means all of the shares of Common Stock contributed to the Trust by the
Company as described in the recitals hereto, any other shares of Common Stock acquired
from time to time by the Trust from the Company by purchase, contribution or otherwise,
and any Common Stock of the Company issued in respect thereof or in exchange or
replacement for the Common Stock so purchased, contributed or otherwise acquired;
provided, however, that a security ceases to be a Registrable Security upon its Transfer
pursuant to Section 3 or Section 6 hereof.




        "Registration" means
the registration contemplated by Section 2 hereof, as the same may be delayed,
interrupted or resumed.




        "Registration
Statement" means any registration statement of the Company in a Registration which covers
any of the Registrable Securities pursuant to the provisions of Section 2 of this
Agreement, including the Prospectus, amendments and supplements to such Registration
Statement, post-effective amendments, all exhibits and all material incorporated by
reference in such Registration Statement.






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        "Rule 144" means Rule
144 under the Securities Act, or any successor or similar rule.




        "Rule 415" means Rule
415 under the Securities Act, or any successor or similar rule.




        "SEC" means the United
States Securities and Exchange Commission.




        "Securities Act" means
the Securities Act of 1933, as amended, and any successor thereto, and the rules and
regulations promulgated thereunder.




        "Transfer" means any
sale, transfer or other disposition (including any pledge and any disposition upon the
foreclosure of any pledge) of the Registrable Securities or any agreement to do any of
the foregoing.


SECTION 2.        REQUIRED REGISTRATION.




        (a)        
Shelf Registration Rights. Subject to Section 4(b), as promptly as reasonably practicable after the date
hereof, the Company shall use reasonable efforts to effect the Registration of all of the
Registrable Securities on a continuous basis under Rule 415 by preparing and filing with
the SEC a Registration Statement on Form S-3 (the "Registration Statement"); provided,
however, that if, prior to the effective date of such Registration, circumstances arise
which would, after such date, constitute a Permitted Interruption (as defined below), the
Company shall be entitled to delay the Registration for the period of such Permitted
Interruption. The Company shall use reasonable efforts to remain eligible to register its
securities on Form S-3, including, without limitation, filing, in a timely fashion, any
required filings under the Exchange Act.




        (b)        Duration of
Registration. The Company shall use reasonable efforts (subject to any Permitted
Interruption) to cause the Registration to become effective as soon as practicable after
the date of this Agreement and to remain in effect for one (1) year from the later of (i)
the effective date of the Registration Statement, or (ii) the last date on or prior to
the first anniversary of such effective date that Registrable Securities are purchased,
contributed or otherwise acquired by the Trust from the Company (the "Registration
Period"). The Registration Period shall not be extended due to any Permitted Interruption
except as set forth in Section 2(c) below.




        (c)         Permitted
Interruptions. In the event that the Company is required to invoke the Permitted
Interruption under the circumstances set forth in Section 4(a)(i) for a period longer
than ninety (90) days, then after the expiration of such 90-day period, the Company shall
use its reasonable efforts to effect the Registration of the portion (but no less than
50% of the Registrable Securities outstanding on the date hereof, as adjusted to reflect
any recapitalization or stock split) of the Registrable Securities indicated in a request
from the Manager submitted at least ninety (90) days prior to the end of the Registration
Period. The Company shall use reasonable efforts to effect such registration within
thirty (30) days of receipt of such request and to maintain such Registration effective
for the period, not to exceed ninety (90) days, indicated in the plan of distribution.






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SECTION 3.        LIMITATIONS ON TRANSFERS.




        (a)         The Trust shall
not make any Transfer of any Registrable Securities other than pursuant to (i) the
Registration Statement and in accordance with the plan of distribution described therein,
(ii) Rule 144, (iii) a Transfer to the Company or a wholly-owned direct or indirect
subsidiary of the Company pursuant to a self-tender offer or otherwise, (iv) a Transfer
in response to a tender offer permitted under Section 3(c) below, (v) a Negotiated
Transfer permitted under Section 6 below, or (vi) a Transfer pursuant to a merger or
consolidation in which the Company is a constituent corporation. All such Transfers
shall, in addition, be subject to the provisions of this Section 3 and all other
applicable provisions of this Agreement.




        (b)         The Manager shall
provide the Company with a notice of a proposed Transfer, which notice shall state (i)
the section of this Agreement pursuant to which the Trust proposes to Transfer any
Registrable Securities, (ii) the maximum number of Common Shares that the Trust proposes
to Transfer, and (iii) whether the Transfer or Transfers will occur on a date specified
in such notice or during a period of time specified in the notice. Each notice of a
proposed Transfer pursuant to this Section 3(b) shall be delivered a reasonable period of
time before such proposed Transfer and, in any event, as to (i) Transfers under the
Registration Statement or Rule 144, not less than two (2) Business Days before such
proposed Transfer, (ii) Transfers under Section 6, not less than ten (10) Business Days
before such proposed Transfer, and (iii) all other Transfers, not less than ten (10)
Business Days. The Manager shall establish, to the reasonable satisfaction of the
Company, that such proposed Transfer is in compliance with ERISA, federal and state
securities laws and regulations, and all other applicable laws and regulations.
Notwithstanding the foregoing, the Manager shall not effect any such Transfer (x) during
any period of time when officers, directors or other insiders of the Company are not
permitted to purchase or sell the Company's shares pursuant to the Company's insider
trading policy as in effect from time to time; or (y) if the Company's legal counsel
advises the Company and the Manager in writing that such Transfer would constitute a
"prohibited transaction" (within the meaning of Section 4975(c)(1) of the Code), unless
the Trust establishes to the reasonable satisfaction of the Company that an exemption
from Section 4975(c)(1) applies.




        (c)         Notwithstanding
the provisions of this Agreement to the contrary, but subject to the last sentence of
Section 3(b), the Manager may effect a Transfer by tendering all or any portion of the
Registrable Securities into a bona fide exchange offer, a tender offer or a request or
invitation for tenders (as such terms are used in Sections 14(d) or 14(e) of the Exchange
Act) for Common Stock.



        
(d)         No Transfer of
Registrable Securities in violation of this Agreement shall be made or recorded on the
books of the Company, and any such attempted Transfer shall be void and of no effect.
Subject to Section 3(e) below, each certificate representing the Registrable Securities
shall conspicuously bear legends in substantially the following form:


	 	
                  THE  SECURITIES  REPRESENTED  BY THIS  CERTIFICATE  HAVE NOT BEEN  REGISTERED  UNDER THE
                  SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"), OR ANY STATE SECURITIES LAW
                  AND,  UNLESS SO REGISTERED,  MAY NOT BE OFFERED OR SOLD EXCEPT  PURSUANT TO AN EXEMPTION
                  FROM,  OR IN A  TRANSACTION  NOT  SUBJECT  TO,  THE  REGISTRATION  REQUIREMENTS  OF  THE
                  SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.












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                  THE SECURITIES  REPRESENTED  BY THIS  CERTIFICATE  ARE SUBJECT TO A REGISTRATION  RIGHTS
                  AGREEMENT,  DATED  AS OF  _______________,  2003  THAT  CONTAINS,  AMONG  OTHER  THINGS,
                  CERTAIN  RESTRICTIONS ON THE TRANSFER OF SUCH  SECURITIES.  A COPY OF SUCH  REGISTRATION
                  RIGHTS  AGREEMENT  WILL BE FURNISHED  WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF
                  UPON WRITTEN REQUEST.









        (e)         The Company will
instruct its transfer agent that the legends set forth in Section 3(d) shall be removed
upon the Plan's Transfer of shares of Common Stock if such Transfer is made in accordance
with all applicable provisions of this Agreement; provided, however, that if such
Transfer is a Negotiated Transfer (as defined below) that is not registered under the
Securities Act, the first legend shall remain on the certificates representing such
shares until such time as the restrictions set forth in such legend cease to be
applicable.


SECTION 4.       INTERRUPTIONS OF CONTINUOUS REGISTRATION.




        (a)         Permitted
Interruptions. The Company shall be entitled, effective immediately upon notice given in
conformity with Section 9(d) (an "Interruption Notice"), to require the Plan to cease to
make any offers or sales of the Registrable Securities under any Registration Statement
then in effect in the event that:


	 	
        (i)
        
the Company is no longer entitled to maintain a Registration on Form S-3 under Rule 415; or









	 	
        (ii)
        
the Company determines, as evidenced by a certificate of two of the Company's
executive officers, in its good faith and reasonable judgment, that the offering
of any Registrable Securities would require disclosure of material, nonpublic
information not otherwise proposed to be disclosed; provided, however, that in
each such case the interruption shall not exceed ninety (90) days from the date
of the Interruption Notice.









        Each of the foregoing
events or any combination thereof shall be hereinafter referred to as a "Permitted
Interruption." In no event (other than pursuant to Section 4(a)(i)) shall the Manager be
required to cease offers and sales under the Registration Statement for more than an
aggregate of six months in any consecutive twelve-month period pursuant to Permitted
Interruptions.



        
(b)        Holdback
Agreements. In the event the managing underwriter in any registration effected by the
Company that gives rise to a Permitted Interruption so requests, the Manager will agree
not to effect any public sale or distribution of the shares of Registrable Securities
held by the Plan (including a sale pursuant to Rule 144) for a period up to 180 days
following the effective date of such registration that so gives rise to a Permitted
Interruption.






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        (c)         Cessation Of
Offers. The Manager hereby agrees that, upon receipt of any notice (including any
Interruption Notice) from the Company of:


	 	
        (i)
        
      any Permitted Interruption;









	 	
        (ii)
        
     any request by the SEC for  amendments or  supplements  to a  Registration  Statement or Prospectus or for
         additional information;









	 	
        (iii)
        
    the issuance by the SEC of any stop order  suspending the  effectiveness  of a  Registration  Statement or
         the initiation of any proceedings for that purpose;









	 	
        (iv)
        
     the  representations  and  warranties of the Company made in any  underwriting  agreement  relating to the
         Registration ceasing to be true and correct in any material respect;









	 	
        (v)
        
     the receipt by the Company of any  notification  with respect to the  suspension of the  qualification  of
         any  Registrable  Securities  registered  in  such  Registration  for  sale  in  any  jurisdiction  or the
         initiation or  threatening  of any proceeding for such purpose (in which case the cessation of sales shall
         pertain only to the applicable jurisdiction);









	 	
        (vi)
        
     the happening of any event which makes any statement made in a Registration  Statement,  Prospectus or any
         document  incorporated  therein by reference  untrue in any material  respect or which requires the making
         of any changes in any such  Registration  Statement or Prospectus so that they will not contain any untrue
         statement  of a  material  fact or omit to state  any  material  fact  required  to be stated  therein  or
         necessary to make the statements therein not misleading; or









	 	
        (vii)
        
    the Company's reasonable  determination that a post-effective  amendment to a registration statement would
         be appropriate;










the Manager will
forthwith discontinue disposition of any Registrable Securities covered by such
Registration Statement until the Trust's receipt of any required supplemental or amended
materials or of advice in writing that use of the applicable Prospectus may be resumed.
In such event, the Company will use its reasonable efforts promptly to correct or
supplement the Registration Statement, to obtain the lifting of any stop order or
otherwise to remove the circumstances preventing the Manager from continuing to make
offers and sales under the Registration Statement, subject to the duration provided in
Section 4 of any Permitted Interruption.


SECTION 5.        REGISTRATION PROCEDURES.




        (a)         State Law
Compliance. The Company shall use reasonable efforts to cause the Registrable Securities
covered by such Registration to be registered in a reasonable number of United States
state jurisdictions as requested by the Manager, provided that the Company shall not be
obligated to file a general consent to service of process or to qualify to do business as
a foreign corporation or otherwise to subject itself to taxation in connection with any
such registration.






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        (b)         Underwritten
Offering. If any of the Registrable Securities covered by the Registration are to be sold
in an underwritten offering, the investment bankers and managers that will administer the
offering will be selected by the Manager; provided, however, that such investment bankers
and managers must be approved in writing by the Company, such approval not to be
unreasonably withheld. The Company will enter into such agreements (including an
underwriting agreement) and take all such other actions reasonably necessary in
connection therewith in order to expedite or facilitate the disposition of such
Registrable Securities, and in such connection:


	 	
        (i)
        
      make  such  representations  and  warranties  to the  underwriters  in form,  substance  and  scope as are
         customarily  made by issuers to underwriters  in  underwritten  offerings and confirm the same if and when
         requested;









	 	
        (ii)
        
     obtain  opinions of counsel to the  Company and updates  thereof  (which  counsel and  opinions  (in form,
         scope  and  substance)  shall  be  approved  by  the  Manager  and  the  Trust,  such  approval  not to be
         unreasonably  withheld)  addressed  to the  Trust  and the  underwriters,  if any,  covering  the  matters
         customarily  covered in opinions  requested in  underwritten  offerings  and such other  matters as may be
         reasonably requested by the Plan and underwriters, if any;









	 	
        (iii)
        
    enter into an indemnity agreement in form, scope and substance as is customary in underwritten offerings;









	 	
        (iv)
        
     obtain  "cold  comfort"  letters  and  updates  thereof  as  appropriate  from the  Company's  independent
         certified public accountants  addressed to the underwriters,  if any, such letters to be in customary form
         and  covering  matters of the type  customarily  covered in "cold  comfort"  letters  to  underwriters  in
         connection  with  underwritten  offerings  (provided  that no more than one such cold comfort  letter (and
         updates  thereof)  shall be  required  to be  provided  at the  expense of the  Company  pursuant  to this
         Agreement); and









	 	
        (v)
        
     deliver such documents and  certificates as may be reasonably  requested by the Plan and the  underwriter,
         if any.









        (c)         Confidentiality.
Each of the parties to this Agreement will treat all notices of proposed Transfers and
all notices delivered pursuant to Section 4(c) received from the other party with the
strictest confidence and will not disclose or disseminate such information to any third
party without the prior consent of the other party, such consent not to be unreasonably
withheld. Nothing herein shall be construed to require the Company or any of its
Affiliates to make any public disclosure of information at any time.




        (d)        
 Information Regarding Plan. The Manager shall furnish to the Company such information regarding the
Trust's holdings of Common Stock and the proposed manner of distribution or Transfer
thereof and such other information as the Company may reasonably request and as shall be
required in connection with the Registration and with any qualification under state law
referred to in Section 5(a). The Company agrees that it will furnish to the Manager the
number of prospectuses, offering circulars or other documents, or any amendments or
supplements thereto, incident to such qualification under state law referred to in
Section 5(a) as the Manager from time to time may reasonably request.






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SECTION 6.        NEGOTIATED TRANSFERS.




        (a)         The Manager shall
deliver to the Company a written notice that the Manager proposes to make a Transfer of
Registrable Securities pursuant to a negotiated transaction or series of related
transactions with one or more transferees (each such transaction or series of related
transactions, whether registered or not, being referred to herein collectively as a
"Negotiated Transfer"). Each notice of a Negotiated Transfer shall be delivered a
reasonable period of time before the Negotiated Transfer and, in any event, not less than
ten (10) Business Days before the proposed commencement of such Negotiated Transfer. Each
notice of a Negotiated Transfer shall specify the approximate number of Registrable
Securities proposed to be Transferred, the proposed timetable for the transaction,
whether the Negotiated Transfer will be made pursuant to the Registration Statement, and
the anticipated per share price for such Negotiated Transfer. If the Registrable
Securities subject to any Negotiated Transfer are not registered under the Securities
Act, the Trust shall, prior to effecting such Negotiated Transfer, cause each transferee
in such Negotiated Transfer to represent and warrant to the Trust and the Company, in
writing, that (i) such transferee is acquiring such Registrable Securities for its own
account, or for one or more accounts, as to each of which such transferee exercises sole
investment discretion, for investment purposes only and not with a view to, or for resale
in connection with, any distribution (within the meaning of the Securities Act), (ii)
such transferee has such knowledge and experience in financial and business matters as to
be capable of evaluating the merits and risks of an investment in the Registrable
Securities, and (iii) such transferee acknowledges that such Negotiated Transfer has not
been and will not be registered under the Securities Act or any state securities law and
such Registrable Securities may not be resold unless registered under the Securities Act
or unless such resale is exempt therefrom.




        (b)         The Company shall
make available members of the management of the Company and its Affiliates for such
assistance as is reasonably requested by the Manager and its counsel in selling efforts
relating to any Negotiated Transfer.


SECTION 7.        EXPENSES OF REGISTRATION.



        The Company will bear
all expenses of the Registration (other than underwriting discounts and commissions and
brokerage commissions and fees, if any), including, without limitation, registration fees
and legal and accounting fees (subject to Section 4 regarding audited financial
statements and Section 5 regarding comfort letters) incurred by the Company in connection
with any such Registration and amendments or supplements in connection therewith.


SECTION 8.        INDEMNIFICATION.




        (a)        
Indemnification by the Company. The Company agrees to indemnify and hold harmless, to the full extent
permitted by law, each of the Trust, the Manager and their agents (each a "Trust
Indemnified Party") against all losses, claims, damages, liabilities and expenses caused
by any untrue or alleged untrue statement of a material fact or any omission or alleged
omission of a material fact required to be stated in any Registration Statement or
Prospectus or preliminary prospectus or necessary to make the statements therein (in the
case of a Prospectus, in the light of the circumstances under which they were made) not
misleading, except insofar as the same are caused by or contained in any information
furnished in writing to the Company by any Trust Indemnified Party or any underwriter
thereof expressly for use therein. The Company will also agree to indemnify underwriters,
selling brokers, dealer managers and similar securities industry professionals
participating in the distribution, their officers and directors and each Person who
controls such Persons (within the meaning of the Securities Act) to the same extent as
provided above with respect to the indemnification of the Plan Indemnified Parties, if
requested. The Company shall be entitled to receive indemnities from underwriters,
selling brokers, dealer managers and similar securities industry professionals
participating in the distribution to the same extent as provided above with respect to
information so furnished in writing by such Persons specifically for inclusion in any
Prospectus or Registration Statement.






— 8 —





        (b)        
Indemnification by Holders of Registrable Securities. Each of the Plan
Indemnified Parties severally agrees to indemnify, to the full extent permitted
by law, the Company, its directors and officers and each Person who controls the
Company (within the meaning of the Securities Act) (each a "Company Indemnified
Party") against all losses, claims, damages, liabilities and expenses caused by
any untrue or alleged untrue statement of a material fact or any omission or
alleged omission of a material fact required to be stated in any Registration
Statement or Prospectus or preliminary prospectus or necessary to make the
statements therein (in the case of a Prospectus, in the light of the
circumstances under which they were made) not misleading, to the extent, but
only to the extent, that such untrue statement or omission is contained in any
information or affidavit so furnished in writing by any Trust Indemnified Party
specifically for inclusion in such Registration Statement or Prospectus. In no
event shall the liability of (i) the Trust hereunder be greater in amount than
the dollar amount of the proceeds received by the Trust upon the sale of the
Registrable Securities giving rise to such indemnification obligation or (ii)
the Manager hereunder be greater in amount than the aggregate fees received by
the Manager to date in connection with the Trust.




        (c)         Delivery of
Prospectus. The indemnification provisions in Sections 8(a) and (b) above are subject to
the condition that, insofar as they relate to any untrue statement (or alleged untrue
statement) or omission (or alleged omission) made in a preliminary prospectus or
Prospectus but are eliminated or remedied in the amended Prospectus on file with the SEC
at the time the Registration Statement becomes effective or in any amended Prospectus
filed with the SEC pursuant to Rule 424(b) or 424(c) of the Securities Act (the "Final
Prospectus"), such indemnity provisions shall not inure to the benefit of any
underwriter, the Trust, the Manager or its agents, if the Company has previously
delivered copies of such Final Prospectus to such underwriter, the Trust, the Manager or
its agents and if a copy of the Final Prospectus was not furnished by such underwriter,
the Trust, the Manager or its agents, as the case may be, to the Person asserting the
loss, liability, claim or damage prior to or concurrently with the sale of a Registrable
Security to such Person.




        
(d)         Conduct Of
Indemnification Proceedings. Any Person entitled to indemnification hereunder (each an
"Indemnified Party") will (i) give prompt notice to the party from whom it seeks
indemnification (each an "Indemnifying Party") of any claim with respect to which it
seeks indemnification and (ii) permit such Indemnifying Party to assume the defense of
such claim with counsel reasonably satisfactory to the Indemnified Party; provided,
however, that any Indemnified Party shall have the right to employ separate counsel and
to participate in the defense of such claim, but the fees and expenses of counsel shall
be at the expense of such Indemnified Party, unless (a) the Indemnifying Party has agreed
to pay such fees or expenses, (b) the Indemnifying Party shall have failed to assume the
defense of such claims and employ counsel reasonably satisfactory to the Indemnified
Party or (c) in the reasonable judgment of the Indemnified Party, based upon advice of
their counsel, a conflict of interest may exist between the Indemnified Party and the
Indemnifying Party with respect to such claims (in which case, if the Indemnified Party
notifies the Indemnifying Party in writing that the Indemnified Party elects to employ
separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall
not have the right to assume the defense of such claim on behalf of the Indemnified
Party). If such defense is not assumed by the Indemnifying Party, the Indemnifying Party
will not be subject to any liability for any settlement made without its consent (but
such consent will not be unreasonably withheld or delayed). No Indemnifying Party will
consent to entry of any judgment or enter into any settlement which does not include as
an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified
Party of a release from all liability in respect to such claim or litigation. An
Indemnifying Party who is not entitled to, or elects not to, assume the defense of a
claim will not be obligated to pay the fees and expenses of more than one counsel for all
parties indemnified by such Indemnifying Party with respect to such claim, unless in the
opinion of counsel to the Indemnified Party a conflict of interest exists between the
Indemnified Party and another Indemnified Party with respect to such claim.






— 9 —





        (e)        
Contribution. If
the indemnification provided for in this Section 8 from the Indemnifying Party is
unavailable to an Indemnified Party hereunder in respect of any losses, claims, damages,
liabilities or expenses referred to therein, then the Indemnifying Party, in lieu of
indemnifying such Indemnified Party, shall contribute to the amount paid or payable by
such Indemnified Party as a result of such losses, claims, damages, liabilities or
expenses in such proportion as is appropriate to reflect the relative fault of the
Indemnifying Party and Indemnified Party in connection with the actions which resulted in
such losses, claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations. The relative fault of such Indemnifying Party and Indemnified
Party shall be determined by reference to, among other things, whether any action in
question, including any untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact, has been made by, or relates to information
supplied by, such Indemnifying Party or Indemnified Party, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent such
action. The amount paid or payable by a party as a result of the losses, claims, damages,
liabilities and expenses referred to above shall be deemed to include, subject to the
limitations set forth in Section 8(d) hereof, any legal or other fees or expenses
reasonably incurred by such party in connection with any investigation or proceeding.




        The parties hereto
agree that it would not be just and equitable if contribution pursuant to this Section
8(e) were determined by pro rata allocation or by any other method of allocation which
does not take into account the equitable considerations referred to in the immediately
preceding paragraph. Notwithstanding the provisions of this Section 8(e), in no event
shall (i) the Trust be required to contribute any amount in excess of the amount by which
the total price at which the Registrable Securities sold by the Trust and distributed to
the public were offered to the public exceeds the amount of damages which such holder has
otherwise been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission, or (ii) the Manager hereunder be required to contribute any
amount in excess of the aggregate fees received to date by the Manager in connection with
the Trust. No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution or indemnification
from any Person who was not guilty of such fraudulent misrepresentation.






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SECTION 9.        GENERAL PROVISIONS.




        (a)         Succession. In the
event that the Registrable Securities are to be converted into or exchanged for (or
become the right to receive) securities of an issuer other than the Company in connection
with any transaction to which the Company is a party, the Company shall cause the New
Issuer of such securities to agree, effective as of such conversion or exchange, that all
rights, obligations and restrictions of the Company set forth in this Agreement shall
continue to apply to such securities. As of the time of such conversion or exchange,
subject to any Blackout Period, such New Issuer shall be bound by this Agreement and
shall succeed to all rights, restrictions and obligations of the Company set forth in
this Agreement, all references to the Company herein shall thereafter be deemed to be
references to such New Issuer, and the Company shall be released from all obligations
under this Agreement except for any obligations under Section 8 with respect to any
registration of securities issued by the Company. To evidence the foregoing, prior to the
time of such conversion or exchange, the Issuer may execute, and cause such New Issuer to
execute, a Succession Agreement setting forth such New Issuer's obligations pursuant to
this Section 9. Upon request, the Manager shall acknowledge and agree to any such
Succession Agreement as set forth therein. To the extent required and permissible under
applicable law, as soon as reasonably practicable after such conversion or exchange, the
New Issuer shall file with the SEC an amendment to the Registration Statement, if any,
then in effect to ensure that such Registration Statement shall continue to apply to such
securities.




        (b)         Termination. All
rights, restrictions and obligations of the Company and the Trust, except with respect to
any rights and obligations under Section 8, shall terminate and this Agreement shall have
no further force or effect on the earlier of either the date set forth in Section 3(b) or
the date the Trust no longer holds any Registrable Securities.




        (c)        Amendments
And Waivers. Except as otherwise provided herein, the provisions of this Agreement may
not be amended, modified or supplemented except in writing signed by both the Company and
the Manager.




        (d)        Notice. Each notice
relating to this Agreement shall be in writing and shall be delivered in person, by
overnight air carrier, by registered or certified mail, by facsimile transmission or by
telex, to the parties at the following addresses (or at such other address for a party as
shall be specified by like notice, provided that notices of a change of address shall be
effective only upon receipt thereof):






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If to the Company:



        Great Lakes Chemical Corporation

        500 East 96th Street, Suite 500

        Indianapolis, Indiana  46240

        Attention:  General Counsel

        Telecopy No.:  (317) 715-3040








	 	
         With a copy to:



        Ice Miller

        One American Square Box 82001

        Indianapolis, Indiana  46282

        Attention:  Stephen J. Hackman

        Telecopy No.:  (317) 236-2219








	 	
         If to the Manager:



        Great Lakes Chemical Corporation

        500 East 96th Street, Suite 500

        Indianapolis, Indiana  46240

        Attention:  Treasurer

        Telecopy No.:  (317) 715-3040









	 	
         With a copy to:



        Great Lakes Chemical Corporation

        500 East 96th Street, Suite 500

        Indianapolis, Indiana  46240

        Attention:  General Counsel

        Telecopy No.:  (317) 715-3040








        Unless otherwise
specifically provided in this Agreement, a notice shall be deemed to have been
effectively given if mailed by registered or certified mail to the proper address (with
such notice to be effective upon the earlier of actual receipt or five days after deposit
in the mail), if given in person or by overnight air carrier when delivered in person or
by overnight air carrier, if given by telex or telecopy upon receipt if confirmed by
return telecopy, telex or telephonic confirmation or otherwise; provided, however, that
no notice shall be deemed received on a day that is not a Business Day in the
jurisdiction in which notices are to be addressed to such party. Any such notice shall
not be effective until the next Business Day in such jurisdiction.



        (e)        
Governing Law. This Agreement shall be governed by, and construed and enforced in
accordance with, the internal law, and not the law pertaining to conflicts or choice of
law, of the State of Indiana.






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        (f)        
Counterparts. This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which shall constitute one and the same
instrument.




        (g)        
Complete Agreement. This Agreement contains the entire agreement between the parties
hereto with respect to the transactions contemplated herein and supersedes all previous
oral and written and all contemporaneous oral negotiations, commitments and
understandings.



        (h)        
Headings; Interpretation. The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of this
Agreement. No party hereto, nor its respective counsel, shall be deemed the drafter of
this Agreement for purposes of construing the provisions hereof. The language in all
parts of this Agreement shall in all cases be construed according to its fair meaning,
and not strictly for or against any party hereto.



        (i)        
Gender and Number. In this Agreement, unless the context otherwise requires, the
masculine, feminine and neuter genders and the singular and the plural include one
another.



        (j)        
No Third Party-Beneficiaries. This Agreement shall be for the sole and exclusive benefit
of the Company, the Trust, the Manager and any other-investment manager or managers
acting on behalf of the Plan with respect to the Registrable Securities, and their
respective successors, and directors, trustees, officers, employees, agents and
controlling Persons indemnified hereunder. Nothing in this agreement shall be construed
to give any other Person any legal or equitable right, remedy or claim under this
Agreement.



        (k)        
Cooperation. Each party hereto shall take such further action, and execute such
additional documents, as may be reasonably required by any other party hereto in order to
carry out the purposes of this Agreement.



        (l)        
Binding Effect; Assignment. This Agreement shall be binding upon and shall inure to the
benefit of and be enforceable by each of the parties and their successors and the
directors, trustees (including, without limitation, any successor trustee for the Plan),
officers, employees, agents and controlling Persons of the parties. Except for an
assignment to a successor trustee or to an investment manager as stated herein, and
except as contemplated in Section 9(a), none of the rights or obligations under this
Agreement shall be assigned by the Trust without the consent of the Company.






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        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective officers hereunto duly authorized, as of the date first above written.


	 	 	
GREAT LAKES CHEMICAL CORPORATION







By:  



Title:  






INVESTMENT COMMITTEE OF GREAT LAKES CHEMICAL CORPORATION, in
     its capacity as duly appointed and acting investment manager of the Great
Lakes Chemical Corporation Retirement Plan Supplemental Trust.







By:  

John Kunz, Authorized Signatory



	
Consented to this ___ day of

_________________, 2003





GREAT LAKES CHEMICAL CORPORATION

RETIREMENT PLAN SUPPLEMENTAL TRUST







By:  

John J. Gallagher III, Trustee









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