GREAT
LAKES CHEMICAL CORPORATION

    


    1998
STOCK COMPENSATION PLAN

    


    Approved
by the Shareholders

    on

    May
7, 1998

    


    (as
amended on July 11, 2003)

        

    
      
        

      

           

    

    1.      Shares Subject to Plan.
2,250,000 shares of common stock, par value $1.00 per share ("Common Stock") of
Great Lakes Chemical Corporation (the "Corporation") shall be reserved for
Awards granted under this Plan (the "1998 Plan").  If any Award
granted under this 1998 Plan shall terminate or expire without being fully
exercised for any reason prior to the end of the period under which Awards may
be granted, the shares of Common Stock to which such termination or expiration
relates shall again become available for Awards thereafter granted.

    


    2.      Effective Date and
Duration  This 1998 Plan shall become effective on May 7,
1998, upon its approval
by the holders of a majority of the Common Stock of the Corporation present and
voting (in person or by proxy) at the 1998 Annual Meeting of Stockholders, and
shall continue in effect for a period of ten (10) years from the date of such
stockholder approval.  Upon expiration of such ten-year period, no
further Awards shall be granted (although unexercised Awards theretofore granted
shall continue in effect).

    


    3.      Awards.  The Board
may grant Options, including Incentive Stock Options meeting the requirements of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") and
Non-Qualified Options, and other stock-based awards, collectively referred to as
"Awards."

    


    4.      Administration of the 1998
Plan. The Board of Directors of the Corporation (the "Board"), which may
act through its Compensation and Incentive Committee (the "Committee"), shall
administer this 1998 Plan.  It may in its sole discretion determine
the person or persons to whom Awards are to be granted and the number of shares
to be covered by each such Award, all within the limitations set forth in this
1998 Plan. Notwithstanding the immediately preceding sentence or any other
provision hereof, the Board or the Committee may from time to time grant to the
Chief Executive Officer of the Corporation authority to determine the person or
persons to whom Awards are to be granted, the number of shares to be covered by
each such Award, and the other terms and conditions of each such Award, which
terms and conditions shall be within the limitations set forth in this 1998
Plan.  It may interpret the provisions of this 1998 Plan and decide
all questions of fact arising out of its application, and all such
interpretations and determinations shall be conclusive and binding upon the
individual employees and directors involved and all persons claiming under
them.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    GREAT
LAKES CHEMICAL CORPORATION

    1998
STOCK COMPENSATION PLAN

    Approved
by the Shareholders on May 7, 1998

    and
amended on July 8, 2003

    Page  2.......

    


    5.      Persons Eligible for
Awards.  Individuals who are (a) executive officers, (b) other
key employees (including those who are also directors) or (c)
non-employee  directors, in  each case of the
Corporation  or  any of its subsidiaries, may be granted
Awards.  For this purpose, the term "subsidiary" shall mean any
corporation in which the Corporation owns stock having 50 percent or more of the
total combined voting power of all classes of such corporation's
stock.  A person is a key employee by virtue of meeting all of the
following standards: (i) such person is employed by the Corporation or its
subsidiaries, (ii) such person has managerial, supervisory, professional,
scientific, engineering or similar responsibilities and (iii) such person is not
covered by any collective bargaining agreement binding on the Corporation or its
subsidiaries.

    


    6.      Terms and Conditions of
Options. Options granted may be either Incentive Stock Options as defined
in Section 422 of the Code, (hereinafter referred to as "ISOs") or options which
are not within the 422 definition (hereinafter referred to as "Non-Qualified
Options") (ISOs and Non-Qualified Options are referred to collectively as
"Options").

    


    (a)         Incentive Stock Options. The
terms of each ISO granted shall include those terms which are required by
Section 422 of the Code, and other such terms, not inconsistent therewith as the
Board may determine.

    


    (b)         Non-Qualified
Options.  Subject to the minimum option price specified in
paragraph (c), the terms of each Non-Qualified Option granted, which may be
different in each case, shall be determined by the Board.

    


    (c)         Minimum Option Price. The
option price payable for the shares of Common Stock subject to each Option
granted shall not be less than the fair market value of the Corporation's Common
Stock at the time of the grant of that Option.  The fair market value
of the Corporation's Common Stock at the time of the grant of an Option shall be
deemed to be equal to the closing price on the preceding trading day on the New
York Stock Exchange; provided, however, that during the 60-day period from and
after a change in control of the Corporation, "fair market value" shall mean,
other than in the case of shares of Common Stock subject to ISOs, the higher of
(X) the highest closing price of the Common Stock on the New York Stock Exchange
during the 60-day period prior to the change in control of the Corporation and
(Y) if the change in control of the Corporation is the result of a transaction
or series of transactions described in paragraphs (a), (b) or (c) of Section
13(A)(v) hereof, the highest price for shares of Common Stock paid in such
transaction or series of transactions, which in the case of such paragraph (a)
shall be the highest price for shares of Common Stock as reflected in a Schedule
13D filed under the Exchange Act (as defined in Section 13(A)(v)(a) hereof) by
the person having made the acquisition.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    GREAT
LAKES CHEMICAL CORPORATION

    1998
STOCK COMPENSATION PLAN

    Approved
by the Shareholders on May 7, 1998

    and
amended on July 8, 2003

    Page  3.......

    


    (d)         Maximum Number of
Shares.  Subject to the provisions of Paragraph 11 hereof, the
maximum number of shares that may be awarded to any participant in any year
hereunder shall not exceed 150,000.

    


    7.      Terms and Conditions of Other
Stock-Based Awards.  The Committee may grant other stock-based
Awards either alone or in addition to other Awards under the 1998
Plan.  The Committee will place such restrictions on such awards as
the Committee determines to be necessary; provided however, that restricted
stock awarded to any participant who is also a participant in the Corporation’s
Management Incentive Compensation Plan may not vest solely based upon the
continued employment of the participant for a specified period of
time.  Subject to the provisions of Paragraphs 1 and 11 hereof, the
maximum number of shares  with respect to which awards may be granted
under this Paragraph 7 shall not exceed 450,000.

    


    8.      Transfer
Limitations.  Except as may be determined by the Board or the
Committee, no Award granted shall be transferable otherwise than by will or the
laws of descent and distribution, and no Award granted may be exercised by any
person other than the person to whom the Award shall initially have been granted
during the lifetime of such initial Awardee.

    


    9.      Exercise of
Awards.  Awards shall be exercised by written notice to the
Corporation, which written notice must be accompanied by payment in full of the
option price.  Options may be exercised in one or more
installments.  Payment of the option price may be made as specified in
each Award Agreement (as discussed below), (a) in cash, (b) by exchanging Common
Stock of the Corporation already owned by the optionee for at least six months
prior to the date of exercise, (c) by delivery of a combination of cash and
Common Stock, (d) through the delivery of a notice that the optionee has placed
a market sell order with a broker with respect to shares of Common Stock then
issuable to the optionee upon exercise of the Option, and that the broker has
been directed to pay a sufficient portion of the net proceeds of the sale to the
Corporation in satisfaction of the aggregate exercise price of the Option or the
exercised portion thereof or (e) by such other method as the Committee may
determine.  The exchanged shares, plus cash, if any, must be equal to
the aggregate option price of the shares acquired upon exercise of the
Option.  The value to be used for any exchanged shares shall be the
closing market price of the Corporation's Common Stock on the preceding trading
day on the New York Stock Exchange.  Notwithstanding the foregoing,
during the 60-day period from and after a change in control of the Corporation,
all optionees, with respect to any or all of their respective Options, shall,
unless the Committee shall determine otherwise at the time of grant, have the
right, in lieu of the payment of the full Option price of the shares of Common
Stock being purchased under the Options and by giving written notice to the
Corporation in form satisfactory to the Committee, to elect (within such 60-day
period) to surrender all or part of the Options to the Corporation and to
receive in cash an amount equal to the amount by which the fair market value of
shares of Common Stock on the date of exercise exceeds the option price per
share of Common Stock under the Options multiplied by the number of shares of
Common Stock granted under the Options as to which the right granted by this
sentence shall have been exercised.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    GREAT
LAKES CHEMICAL CORPORATION

    1998
STOCK COMPENSATION PLAN

    Approved
by the Shareholders on May 7, 1998

    and
amended on July 8, 2003

    Page  4.......

    


    (a)         Mandatory Withholding
Taxes.  Whenever a Non-Qualified Option is exercised, the
Corporation may require as a condition of delivery that the optionee remit an
amount sufficient to satisfy all federal, state and local withholding tax
requirements related thereto.  The optionee may elect to pay the tax
by remitting (1) cash, (2) shares of Common Stock already owned by the optionee
for at least six months, (3) withholding a portion of the shares otherwise
deliverable to the optionee upon the exercise, or (4) by any combination of the
above.  The value to be used for any shares delivered or withheld
shall be the closing market price on the preceding trading day on the New York
Stock Exchange.

    


    (b)         Disqualifying Dispositions of ISO
Shares.  An optionee shall be required to notify the
Corporation of any disposition of shares issued pursuant to the exercise of an
ISO under the circumstances described in Section 421(b) of the Code (relating to
certain disqualifying dispositions), within ten days of such
disposition.

    


    10.
  Award
Agreement. Each Option will be evidenced by a Grant Form that will
specify:  (a) the Exercise Price, (b) the number of Shares subject to
the Option, (c) the expiration date of the Option, (d) the manner, time and rate
(cumulative or otherwise) of exercise of the Option, (e) the restrictions, if
any, to be placed upon the Option or upon Shares that may be issued upon
exercise of the Option, (f) the conditions, if any, under which a Participant
may transfer or assign Options, and (g) any other terms and conditions as the
Committee, in its sole discretion may determine.  No person shall have
any rights with respect to an Award unless and until the Corporation delivers to
the person to whom such Award shall have been granted a grant form or other
award agreement containing provisions setting forth the terms of the
Awards.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    GREAT
LAKES CHEMICAL CORPORATION

    1998
STOCK COMPENSATION PLAN

    Approved
by the Shareholders on May 7, 1998

    and
amended on July 8, 2003

    Page  5.......

    


    11.   Anti-Dilution
Provision.  If, prior to the complete exercise of any Award,
there shall be declared and paid a stock dividend upon the shares of Common
Stock of the Corporation or if the shares shall be split up, converted,
reclassified, changed into, or exchanged for, a different number or kind of
securities of the Corporation, the Award, to the extent that it has not been
exercised, shall entitle the holder upon the future exercise of such Award to
such number and kind of securities or other property subject to the terms of the
Award to which the holder would be entitled had such holder actually owned the
shares subject to the unexercised portion of the Award at the time of the
occurrence of such stock dividend, split-up, conversion, exchange,
reclassification or exchange; and the aggregate purchase price upon the future
exercise of the Award shall be the same as if originally optioned or awarded
shares were being purchased thereunder; or the Committee shall make such other
adjustment to such Award as it deems appropriate.  If any such event
should occur, the number of shares with respect to which Awards remain to be
issued, or with respect to which Awards may be reissued, shall be similarly
adjusted.

    


    In the event the outstanding shares of
Common Stock shall be changed into or exchanged for any other class or series of
capital stock or cash, securities or other property pursuant to a
recapitalization, reclassification, merger, consolidation, combination or
similar transaction (other than a transaction described in the previous
paragraph), then each Award shall thereafter become exercisable for the number
and/or kind of capital stock, and/or the amount of cash, securities or other
property so distributed, into which the shares subject to the Award would have
been changed or exchanged had the Award been exercised in full prior to such
transaction, provided that, if the kind or amount of capital stock or cash,
securities or other property received in such transaction is not the same for
each outstanding share, then the kind or amount of capital stock or cash,
securities or other property for which the Award shall thereafter become
exercisable shall be the kind and amount so receivable per share by a plurality
of the shares; or the Committee shall make such other adjustment to such Award
as it deems appropriate.  If any such event should occur, the number
of shares with respect to which Awards remain to be issued or with respect to
which Awards may be reissued, shall be similarly adjusted.

    


    12.    Awards Granted Under Option
Plans.  Options granted under the 1984 and 1993 Plans shall be
governed by the provisions of the respective Plan as amended.  Awards
granted under this 1998 Plan shall be governed by the provisions of this 1998
Plan.

    


    13.    Additional
Provisions.

    


    A.     Vesting, Termination of Employment or
Service.

    


    (i)  Upon
a change in control of the Corporation (as defined below), all Options shall
immediately vest and become exercisable and all restrictions on other Awards
shall immediately lapse.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    GREAT
LAKES CHEMICAL CORPORATION

    1998
STOCK COMPENSATION PLAN

    Approved
by the Shareholders on May 7, 1998

    and
amended on July 8, 2003

    Page  6.......

    


    (ii)  The
following provisions shall be applicable in the event of an Awardee's
termination of employment or service, except as may be otherwise determined by
the Board or the Committee.  An Award shall be exercisable only during
the Awardee's employment by or service with the Corporation and for up to three
months after the termination of such employment or service for any reason
(including but not limited to any such termination of employment or service
which occurs following a change in control of the Corporation), except that in
the Board's (or, if such authority is delegated by the Board, the Committee's or
the Chief Executive Officer's) discretion, an Award may be exercisable for a
period of up to three years after retirement or death, or for up to ten years
after mandatory retirement under the Executive Mandatory Retirement
Policy.

    


    (iii)  Except
as otherwise determined by the Board or the Committee, an Award may be exercised
after the termination of an Awardee's employment or service with the Corporation
only to the extent that (a) the Awardee was entitled to do so on the date of
termination (after giving effect to Section 13(A)(i) above), and (b) the Award
would not have expired prior to the date of such exercise had the Awardee
continued to be employed by (or to be in the service of ) the
Corporation.

    


    (iv)  The
Board (or if such authority is delegated by the Board, the Committee or the
Chief Executive Officer) may in its discretion determine that an authorized
leave of absence or disability shall be deemed to satisfy this 1998 Plan's
employment or service requirements.

    


    (v)  For
purposes of this 1998 Plan, a "change in control of the Corporation" shall be
deemed to have occurred if the conditions set forth in any one of the following
paragraphs shall have been satisfied:

    


    
      	
               
      

            	
              (a)

            	
              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 Corporation, (ii) a trustee or other fiduciary holding
      securities under an employee benefit plan of the Corporation, (iii) an
      underwriter temporarily holding securities pursuant to an offering of such
      securities, or (iv) a corporation owned, directly or indirectly, by the
      stockholders of the Corporation in substantially the same proportions as
      their ownership of shares of the Corporation (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 Corporation representing more than 20% of
      the combined voting power of the Corporation's then outstanding securities
      (not including in the securities beneficially owned by such Person any
      securities acquired directly from the
  Corporation);

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    GREAT
LAKES CHEMICAL CORPORATION

    1998
STOCK COMPENSATION PLAN

    Approved
by the Shareholders on May 7, 1998

    and
amended on July 8, 2003

    Page  7.......

    


    
      	
               
      

            	
              (b)

            	
              there
      is consummated a merger or consolidation of the Corporation with or into
      any other corporation, other than a merger or consolidation which would
      result in the holders of the voting securities of the Corporation
      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 Corporation,
      immediately after such merger or consolidation, more than 70% of the
      combined voting power of the voting securities of either the Corporation
      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 Corporation approve any plan or proposal for the
      liquidation or dissolution of the Corporation or an agreement for the sale
      or disposition by the Corporation of all or substantially all the
      Corporation's assets; or

            


    

    


    
      	
               
      

            	
              (d)

            	
              during
      any period of two consecutive years (not including any period prior to the
      date of this 1998 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
      Corporation 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 Corporation'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 this 1998 Plan, where a change in control of the Corporation results
from a series of related transactions, the change in control of the Corporation
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 Corporation or a corporation
described in subclause (iv) of clause (a) of this subsection) shall be deemed to
constitute a Person.  Further, the sale, transfer, or other
disposition of a subsidiary of the Corporation shall not constitute a change in
control of the Corporation giving rise to payments or benefits under this 1998
Plan.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    GREAT
LAKES CHEMICAL CORPORATION

    1998
STOCK COMPENSATION PLAN

    Approved
by the Shareholders on May 7, 1998

    and
amended on July 8, 2003

    Page  8.......

    


    Notwithstanding
any other provision hereof, a "change in control of the Corporation" shall not
be deemed to have occurred by virtue of the Corporation entering into any
agreement with respect to, the public announcement of, the approval by the
Corporation'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 Corporation 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 Corporation 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 Corporation's Continuing Directors
(as defined below) then in office.  For purposes of this 1998 Plan, a
"Continuing Director" shall mean any member of the Board of the Corporation who
is a member of the Board as of the date of this 1998 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.

    


    B.    Listings, Registration and Compliance
With Laws and Regulations.

    


    (i)  Each
Award shall be subject to the requirement that if at any time the Board shall
determine, in its discretion, that the listing, registration, or qualification
of the shares subject to the Award upon any securities exchange or under any
state or federal securities or other law or regulation, or the consent or
approval of any governmental regulatory body, is necessary or desirable as a
condition to or in connection with the granting of such Award or the issue or
purchase of shares thereunder, no such Award may be exercised or paid in Common
Stock in whole or in part unless such listing, registration, qualification,
consent or approval shall have been effected or obtained free of any conditions
not acceptable to the Board and the Awardee will supply the Corporation with
such certificates, representations and information as the Corporation shall
request and shall otherwise cooperate with the Corporation in obtaining such
listing, registration, qualification, consent or approval.  In the
case of executive officers and other persons subject to Section 16(b) of the
Securities Exchange Act of 1934, the Board may at any time impose any
limitations upon the exercise of an Award which, in the Board's discretion, are
necessary or desirable in order to comply with Section 16(b) and the rules and
regulations thereunder.  Prior to the occurrence of a change in
control of the Corporation, if the Corporation, as part of an offering of
securities or otherwise, finds it desirable because of federal or state
regulatory requirements to reduce the period during which any Award may be
exercised, the Board may, in its discretion and without the Awardee's consent,
so reduce such period on not less than 15 days written notice to the
Awardee.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    GREAT
LAKES CHEMICAL CORPORATION

    1998
STOCK COMPENSATION PLAN

    Approved
by the Shareholders on May 7, 1998

    and
amended on July 8, 2003

    Page  9.......

    


    (ii)  Notwithstanding
the terms of this paragraph, no Awardee shall have the right to require the
Corporation to register, list or qualify said Award or any of the stock
underlying such Option.

    


    C.     Amendment of the 1998
Plan.  Except as provided in the following sentence and as
required by law, the Corporation's Board shall have complete power and authority
to amend this 1998 Plan at any time and no approval by the Corporation's
stockholders or by any other person, committee or other entity of any kind shall
be required to make any such amendment effective.  The Board shall
not, however, increase the maximum number of shares available for Awards granted
unless such increase shall either be approved by the Corporation's stockholders
or shall be permitted by Paragraph 11.  No termination or amendment
may, without consent of the individual to whom any Award shall have been granted
under the 1998 Plan, adversely affect the rights of such individual under such
Award.

    


    D.     Captions.  The
captions (i.e., all boldfaced words) are for convenience only, do not constitute
a part of this 1998 Plan, and shall not be deemed to limit, characterize or
affect in any way any provisions of this 1998 Plan, and all provisions shall be
construed as if no captions had been used.

    


    E.      Severability.  Whenever
possible, each provision in this 1998 Plan and in every Award at any time
granted under this 1998 Plan shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this 1998 Plan
or any Award at any time granted under this 1998 Plan shall be held to be
prohibited by or invalid under applicable law, then (i) such provision shall be
deemed amended to accomplish the objectives of the provision as originally
written to the fullest extent permitted by law, and (ii) all other provisions
and every Award at any time granted under this 1998 Plan shall remain in full
force and effect.

    


    F.      No Strict
Construction.  No rule of strict construction shall be applied
against the Corporation, the Board, or any other person in the interpretation of
any of the terms of this 1998 Plan, any Award granted under this 1998 Plan or
any rule or procedure established by the Board or the Committee.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    GREAT
LAKES CHEMICAL CORPORATION

    1998
STOCK COMPENSATION PLAN

    Approved
by the Shareholders on May 7, 1998

    and
amended on July 8, 2003

    Page  10.......

    


    G.     Applicable
Law.  Every Award at any time granted under this 1998 Plan
shall be deemed to be a contract made under the laws of the State of
Indiana.  For all purposes, both this 1998 Plan and every Award
granted under this 1998 Plan shall be construed in accordance with and governed
by the laws of the State of Indiana.