Exhibit 10(i)


 


GREAT LAKES CHEMICAL
CORPORATION


 


SUPPLEMENTAL
RETIREMENT PLAN


 


(Restated Effective March 7, 2005)


 





















 


Great Lakes Chemica1 Corporation

Supplemental Retirement Plan

(Restated Effective March 7, 2005)


 


Table of Contents


 


	
  ARTICLE I.

  	
  History and Purpose

  	
   

  
	
  1.1.

  	
  History

  	
   

  
	
  1.2.

  	
  Purpose.

  	
   

  
	
  1.3.

  	
  Applicability

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE II.

  	
  Participation

  	
   

  
	
  2.1.

  	
  Eligibility and Participation

  	
   

  
	
  2.2.

  	
  Duration

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE III.

  	
  Determination and Payment of Benefits

  	
   

  
	
  3.1.

  	
  Accrued Benefit.

  	
   

  
	
  3.2.

  	
  Payments Before a Change in Control

  	
   

  
	
  3.3.

  	
  Payments Upon Change in Control.

  	
   

  
	
  3.4.

  	
  Supplemental Payment.

  	
   

  
	
  3.5.

  	
  Transfer to Rabbi Trust.

  	
   

  
	
  3.6.

  	
  Interest on Delayed Payments

  	
   

  
	
  3.7.

  	
  Cessation of Benefit Accruals on Change in
  Control

  	
   

  
	
  3.8.

  	
  Definition of Change in Control

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV.

  	
  Funding

  	
   

  
	
  4.1.

  	
  Funding

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE V.

  	
  Amendment, Administration

  	
   

  
	
  5.1.

  	
  Amendment and Termination

  	
   

  
	
  5.2.

  	
  Administration

  	
   

  
	
  5.3.

  	
  Deduction of Taxes from Amounts Payable

  	
   

  
	
  5.4.

  	
  Indemnification

  	
   

  
	
  5.5.

  	
  Expenses

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI.

  	
  Miscellaneous

  	
   

  
	
  6.1.

  	
  Interests not Transferable

  	
   

  
	
  6.2.

  	
  Contract of Employment

  	
   

  
	
  6.3.

  	
  Headings

  	
   

  
	
  6.4.

  	
  Invalidity

  	
   

  
	
  6.5.

  	
  Law Governing

  	
   

  
	
   

  	
   

  	
   

  
	
  Appendix A Eligible Employees

  	
   

  
	
   

  	
   

  	
   

  
	
  Appendix B Eligible Positions

  	
   

  
	
   

  	
   

  	
   

  
	
  Appendix C Participants and Beneficiaries
  Receiving Benefits as of March 7, 2005

  	
   

  



 


i





















 


This Restatement of Great Lakes Chemical Corporation Supplemental
Retirement Plan is adopted by Great Lakes Chemical Company (“Company”),
effective March 7, 2005.


 


ARTICLE I.

History and Purpose


 


1.1.          History.  The Company first adopted the Plan, effective
January 1, 1983, and it has amended and/or restated the Plan on several
occasions since that time.  By this
restatement, the Company restates and continues the Plan as provided
herein.  The effective date of this
Restatement is March 7, 2005.


 


1.2.          Purpose.
The purpose of the Plan is to provide each Participant with the benefits that the
Participant would have received under the Great Lakes Chemical Corporation Retirement
Plan, as amended from time to time (“Pension Plan”), except for the limitations
on compensation and benefits imposed by Sections 401(a)(17) and 415 of the
Internal Revenue Code of 1986, as amended (“Code”) or any successor thereto,
and to provide certain other benefits as set out herein.  Any entity which, with the approval of the
Board of Directors of the Company, adopts the plan and the Company shall be
referred to hereinafter as “Employer.”  The Plan is intended to constitute an unfunded
plan maintained for the purpose of providing deferred compensation for a select
group of  management or highly compensated
employees of the Employer (within the meaning of Title I of the Employee
Retirement Income Security Act of 1974, as amended).


 


1.3.          Applicability. The provisions of this Restatement shall
apply to all Participants; provided, however, except as provided in Section 3.3,
this Restatement shall not affect the amount of the benefit payable with
respect to a Participant who terminated employment with the Employers before March
7, 2005.


 





















 


ARTICLE II.

Participation


 


2.1.          Eligibility
and Participation.  Each
person who is both a participant in the Pension Plan and has been named by the
Board of Directors of the Company as an eligible employee (“Eligible Employee”)
by having his or her name set out in Appendix A, or by holding a position
listed in Appendix B, has become or shall become a Participant in the Plan.  In addition, persons receiving benefits as of
March 7, 2005, are Participants or the beneficiaries of deceased
Participants.  Such persons are listed in
Appendix C.  (Each person who has become
or becomes a Participant shall be referred to hereinafter as a “Participant,”
until such person ceases to be a Participant pursuant to Section 2.2.)  The Board of Directors shall, in its sole and
absolute discretion, determine those persons eligible to participate and shall
take appropriate action to have the Appendices appropriately revised.


 


2.2.          Duration.  Any person who became a Participant shall
continue to be a Participant until such time as he is no longer entitled to
benefits hereunder.


 


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ARTICLE III.

Determination and Payment of Benefits


 


3.1.          Accrued
Benefit.


 


(a)           A
Participant’s Accrued Benefit under this Plan, as of any date, shall be equal
to the excess, if any, of


 


(1)           the
benefit that would be his accrued benefit under the Pension Plan, if


 


(i)            the
limitations imposed by Code Sections 401(a)(17) and 415 were disregarded;


 


(ii)           the
definition of “Plan Compensation” under the Pension Plan were the same as the
definition of “Pay” set out in Subsection (b) below (provided, however, that
the reference to “Plan” in the definition of Pay below is a reference to this
Plan and not the Pension Plan), and


 


(iii)          only
for the Eligible Employees named in Appendix B, the definition of “Final
Average Pay” in the Pension Plan were the definition set forth in Subsection (c)
below;


 


(iv)          over


 


(2)           the
amount of the accrued benefit under the Pension Plan (regardless of whether
vested), as limited by Sections 401(a)(17) and 415 of the Code.


 


(b)           For
purposes of this Section, “Pay” with respect to a Participant, shall mean,
except as excluded below, the Participant’s total direct compensation,
including bonus, (provided, however, that bonuses shall be recognized as Pay
when accrued not when paid), overtime pay, and special allowances or
compensation received from the Employer in a Plan Year and any salary reduction
amounts contributed in a Plan Year by an Employer for the Participant’s benefit
to any cash or deferred arrangement under Section 401(k) and/or cafeteria plan
under Section 125 of the Code maintained by an Employer and any amounts
deferred by a Participant under a non-qualified deferred compensation plan of
the Employer.  The Pay of a Participant
shall not include compensation or other income received or recognized by the
Participant upon the issuance or exercise of any stock option granted by an
Employer, payments of deferred bonuses (and accrued interest) where such bonus
was previously recognized as Pay at the time accrued and payments of amounts
previously deferred under the Company’s non-qualified deferred compensation
savings plan where such amount was previously recognized as Pay.  The Pay of a Participant also shall not
include any payments to the Participant (i) under this Plan, (ii) under any
other plan or program of the Company or an Employer, or under any contract or
arrangement between the Participant and an Employer that result from a change
in control of the Company or the Participant’s termination of service with the
Company or any Employer, including all of the Company’s severance plans, major
transaction agreements, and change in control agreements,


 


3





















 


or (iii) that are additional compensation paid to retain the services
of the Participant under special retention agreements.


 


(c)           In
determining the benefit under Subsection (a)(1) with respect to Eligible
Employees listed in Appendix B, the definition of “Final Average Pay” in this
Subsection, rather than the definition in the Pension Plan shall be used.  For purposes of this Subsection, a
Participant’s “Final Average Pay” means the monthly average of a his Pay
(within the meaning of Subsection (b)) for the period of three consecutive
complete calendar years during which he received the largest total amount of
Pay.  For this purpose, calendar years
before and after a Break in Service shall be considered consecutive
periods.  If a Participant was not an
Employee for at least three complete calendar years, Final Average Pay means
the monthly average of his Pay obtained by dividing the total of such Pay
during his entire period of service by the number of months during the period
of his service (computed to the nearest one-tenth of a month).  Notwithstanding the foregoing regarding
complete calendar years, the last partial calendar year, if any, during which
the Participant received Pay shall be treated as a complete calendar year when
such treatment will increase the Participant’s Final Average Pay.


 


3.2.          Payments
Before a Change in Control. 
If, at any time before a Change in Control, benefits are payable with
respect to the Participant under the Pension Plan, a benefit shall be paid to
the Participant (or the Participant’s beneficiary, if he is deceased) under
this Plan, based on the Participant’s Accrued Benefit (as defined in Section 3.1).  Such benefit shall be paid in the same form
and at the same time as the benefit payable under the Pension Plan.  In determining actuarial equivalence for
benefits paid in a form other than a single life annuity to the Participant
beginning as of the first day of the month following his 65th
birthday, the actuarial factors specified in the Pension Plan shall be used.
Payments pursuant to this Section shall cease upon a Change in Control, and the
payment, if any, required by Section 3.3 shall be made.


 


3.3.          Payments
Upon Change in Control.


 


(a)           As
soon as administratively feasible following a Change in Control, the Company
shall pay to each Participant living on the date of the Change in Control a lump
sum payment in the amount specified in paragraph (1) or (2), as applicable:


 


(1)           If
distribution of the Participant’s benefits under the Plan has not begun as of
the Change in Control date, the amount payable to the Participant shall be equal
to the excess of (1) the present value of the benefit described in Section 3.1(a)(1),
when such benefit is expressed as a single life annuity beginning as of the
first day of the month following the Participant’s 65th birthday,
and the present lump sum value is determined using the lump sum actuarial
factors specified in the Pension Plan for a participant terminating employment
on the date of the Change in Control, over (2) the present value of the benefit
described in Section 3.1(a)(2), when such benefit is expressed as a single life
annuity beginning as of the first day of the month following the Participant’s
65th birthday, and the present lump


 


4





















 


sum value is determined using the lump sum
actuarial factors specified in the Pension Plan for a participant terminating
employment on the date of the Change in Control.


 


(2)           If
distribution of the Participant’s benefits under the Plan has begun as of the
Change in Control date, the amount payable to the Participant shall be equal to
the present value of all future payments to the Participant and his beneficiary
under the Plan, using the lump sum actuarial factors specified in the Pension
Plan for a participant terminating employment on the date of the Change in
Control.


 


(b)           As
soon as administratively feasible following a Change in Control, the Company
shall pay to the beneficiary of each Participant who is deceased on the date of
the Change in Control a lump sum payment in the amount specified in paragraph
(1) or (2), as applicable:


 


(1)           If
distribution of the Participant’s benefits under the Plan has not begun as of
the Change in Control date, the amount payable to the beneficiary shall be
equal to the excess of (1) the present value of the benefit that would be
payable to the beneficiary under the Pension Plan, if the Participant’s Accrued
Benefit under the Pension Plan were calculated as provided in Section 3.1(a)(1),
and the present lump sum value were determined using the lump sum actuarial
factors specified in the Pension Plan for a participant terminating employment
on the date of the Change in Control, over (2) the present value of the benefit
that would be payable to the beneficiary under the Pension Plan, if the
Participant’s Accrued Benefit were the amount described in Section 3.1(a)(2),
such Accrued Benefit were fully vested, and the present lump sum value were determined
using the lump sum actuarial factors specified in the Pension Plan for a
participant terminating employment on the date of the Change in Control.


 


(2)           If
distribution of the Participant’s benefits under the Plan has begun as of the
Change in Control date, the amount payable to the beneficiary shall be equal to
the present value of the future payments to the beneficiary, using the lump sum
actuarial factors specified in the Pension Plan for a participant terminating
employment on the date of the Change in Control.


 


For purposes of this Subsection, a
Participant’s beneficiary under the Plan shall be his beneficiary under the
Pension Plan.


 


3.4.          Supplemental
Payment.


 


(a)           If
a Participant is not vested in his Pension Plan benefit upon his termination of
employment following a Change in Control, the Participant shall be entitled to
a Supplemental Payment upon his subsequent termination of employment from the
Employers, as provided in this Section. 
Such payment shall be made as soon as administratively feasible
following the Participant’s termination of employment;


 


5





















 


provided, however, if Code Section
409A(a)(2)(B)(i) and the guidance thereunder would require that such payment be
delayed, such payment shall be made as soon as administratively feasible after
the period of delay required by such Code Section and guidance.


 


(b)           The
amount of the Supplemental Payment shall be equal to the present lump sum value
of the Participant’s accrued benefit under the Pension Plan on the date of the
Change in Control, when such benefit is expressed as a single life annuity
beginning as of the first day of the month following the Participant’s 65th
birthday, and the present lump sum value is determined using the lump sum
actuarial factors specified in the Pension Plan for a participant terminating
employment on the date of the Change in Control.


 


3.5.          Transfer
to Rabbi Trust.


 


Notwithstanding
any other provision of the Plan to the contrary, in the event of a Change in
Control, the Company shall immediately fully fund a rabbi trust or similar
instrument in an amount equal to the actuarial equivalent present value
(utilizing the actuarial assumptions in effect under the Pension Plan immediately
before the Change in Control) of each Participant’s total Accrued Benefit
(determined pursuant to Section 3.1 hereof) or, in the case of a Participant or
beneficiary who has begun receiving benefits hereunder, the actuarial present
value of future payments hereunder to such Participant or beneficiary.


 


3.6.          Interest
on Delayed Payments.   If any
payment due is not paid within 60 days of the date of Change in Control or date
of termination of employment, as applicable, the payment amount shall accrue
interest at the rate of 10% annual interest, based on the number of days
exceeding 60 over 360.


 


3.7.          Cessation
of Benefit Accruals on Change in Control.  As of the date of a Change in Control, the
amount of the Participant’s Accrued Benefit under Section 3.1(a) shall be
fixed, and changes in the Participant’s compensation, service, and accrued
benefit under the Pension Plan shall not affect such amount.  Certain Participants are covered by Change in
Control Agreements that provide for an additional payment based on the present
value of the benefit that would have been accrued hereunder if the Participant
had additional years of service.  This
Section is not intended to limit such payment, and such payment shall be calculated
without regard to this Section.


 


3.8.          Definition
of Change in Control.  For
purposes of the Plan, a “Change in Control” 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
Company, (ii) a trustee or other fiduciary holding securities under an employee
benefit plan of the Company, (iii) an underwriter temporarily holding
securities pursuant to an offering of such securities, or (iv) a corporation
owned, directly or


 


6





















 


indirectly, by the stockholders of the
Company in substantially the same proportions as their ownership of shares of
the Company (any such person is hereinafter referred to as a “Person”), is or
becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company representing more
than 20% of the combined voting power of the Company’s then outstanding
securities (not including in the securities beneficially owned by such Person
any securities acquired directly from the Company);


 


(b)           there
is consummated a merger or consolidation of the Company with or into any other
corporation, other than a merger or consolidation which would result in the
holders of the voting securities of the Company outstanding immediately prior
thereto holding securities which represent, in combination with the ownership
of any trustee or other fiduciary holding securities under an employee benefit
plan of the Company, immediately after such merger or consolidation, more than
70% of the combined voting power of the voting securities of either the Company
or the other entity which survives such merger or consolidation or the parent
of the entity which survives such merger or consolidation;


 


(c)           the
stockholders of the Company approve any plan or proposal for the liquidation or
dissolution of the Company or an agreement for the sale or disposition by the
Company of all or substantially all the Company’s assets; or


 


(d)           during
any period of two consecutive years (not including any period prior to the date
of the Plan), individuals who at the beginning a of such period constitute the
Board and any new director (other than a director designated by a Person who
has entered into an agreement with the Company to effect a transaction
described in clause (a), (b) or (c) of this paragraph) whose election by the
Board or nomination for election by the Company’s stockholders was approved by
a vote of at least two-thirds (2/3) of the directors then still in office who
either were directors at the beginning of the period or whose election or nomination
for election was previously so approved, cease for any reason to constitute a
majority thereof.


 


For purposes
of the Plan, where a Change in Control 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 Subsection (a), the
stockholders of another corporation (other than the Company or a corporation
described in clause (iv) of Subsection (a)) 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 giving rise to payments or
benefits under the Plan.


 


Notwithstanding
any other provision hereof, a “Change in Control” shall not be deemed to have
occurred by virtue of the Company entering into any agreement with respect to,
the public announcement of, the approval by the Company’s stockholders or
directors of, or the consummation of, any transaction or series of integrated
transactions (including any merger or other business combination transaction)
entered into in connection with, or


 


7





















 


expressly
conditioned upon the occurrence of, a spin-off (such transaction or series of
integrated transactions, the “Spin-Off Transaction”) immediately following
which the record holders of the common stock of the Company immediately prior
to the Spin-Off Transaction continue to have substantially the same proportionate
ownership in the spun-off entity as they had in the Company immediately prior
to the Spin-Off Transaction; provided that such Spin-off Transaction (including
any related merger of other business combination transaction) has been approved
by a vote of a majority of the Company’s Continuing Directors (as defined
below) then in office.  For purposes of
the Plan, a “Continuing Director” shall mean any member of the Board of the
Company who is a member of the Board as of the date of the Plan and any person
who subsequently becomes a member of the Board, if such person’s nomination for
election or election to the Board is recommended or approved by a majority of
the Continuing Directors.


 


Notwithstanding
the preceding provisions of this Section, a Change in Control does not occur
unless such change also satisfies the “change in control” requirements of
Section 409A of the Code and the guidance issued thereunder by the Internal
Revenue Service.


 


8





















 


ARTICLE IV.

Funding


 


4.1.          Funding.  Notwithstanding any other provision hereof,
except as the Company may otherwise determine and except as provided for in
Section 3.5 all benefits under this Plan shall be paid directly from the
general funds of the Employer, and no special or separate fund shall be
established and no other segregation of assets shall be made to assure payment.  In addition, (a) no Participant, spouse, or
beneficiary shall have any right, title, or interest whatever in or to any
investments which the Employer may make to aid the Employer in meeting its
obligation hereunder, (b) nothing contained in this Plan, and no action taken
pursuant to its provisions, shall create or be construed to create a trust of
any kind, or a fiduciary relationship, between an Employer and any Participant,
spouse, or beneficiary of a Participant; and (c) to the extent that any person
acquires a right to receive payments from the Employer hereunder, such rights
shall be no greater than the right of an unsecured creditor of the Employer.


 


9





















 


ARTICLE V.

Amendment, Administration


 


5.1.          Amendment
and Termination.  The Company
reserves the right at any time to modify, amend, or terminate the Plan;
provided that (i) the Company shall not cancel, reduce, or otherwise adversely
affect the amount of benefits of any Participant or beneficiary as of the date
of any such modification, amendment, or termination without the written consent
of the Participant or beneficiary, and (ii) the Company shall not adversely
amend or modify the provisions hereof or terminate the Plan following a Change
in Control without the written consent of 66 2/3 percent of the Participants.


 


5.2.          Administration.  The Plan shall be administered by the Board
of Directors of the Company, which shall be authorized to interpret the Plan,
to adopt rules and practices concerning the administration of the Plan, to
resolve questions concerning the eligibility for the amount of the Accrued
Benefit, and to delegate all or any portion of its authority hereunder to a
committee of the Board of Directors or to designated officers or employees of
any Employer.


 


5.3.          Deduction
of Taxes from Amounts Payable. 
The Employer may deduct from the amount to be distributed hereunder such
amount as the Employer, in its sole discretion, deems proper for the payment of
income, employment, death, succession, inheritance, or other taxes with respect
to benefits under the Plan.


 


5.4.          Indemnification.  Each Employer shall indemnify and hold
harmless each employee, officer, or director of an Employer to whom is delegated
duties, responsibilities and authority with respect to the Plan against all
claims, liabilities, fines and penalties, and all expenses reasonably incurred
by or imposed upon him (including but not limited to reasonable attorney fees)
which arise as a result of his actions or failure to act in connection with the
operation and administration of the Plan to the extent lawfully allowable and
to the extent that such claim, liability, fine, penalty, or expense is not paid
for by liability insurance purchased or paid for by an Employer.  Notwithstanding the foregoing, an Employer
shall not indemnify any person for any such amount incurred through any
settlement or compromise of any action unless the Employer consents in writing
to such settlement or compromise.


 


5.5.          Expenses.  The expenses of administering the Plan shall
be paid by the Employers.


 


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ARTICLE VI.

Miscellaneous


 


6.1.          Interests
not Transferable.  Benefits
payable under this Plan shall not be subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution,
or levy of any kind either voluntary or involuntary, including any such
liability which is for alimony or other payments for the support of a spouse or
former spouse, or for any other relative of a Participant prior to actually
being received by the person entitled to the benefit under the terms of the
Plan, and any attempt to anticipate, alienate, sell, transfer, assign, pledge,
encumber, charge, or otherwise dispose of any right to benefits payable
hereunder shall be void.  The Employer
shall not in any manner be liable for, or subject to, the debts, contracts,
liabilities, engagements, or torts of any person entitled to benefits hereunder.  If any person shall attempt to, or shall
alienate, sell, transfer, assign, pledge, or otherwise encumber his benefits
under this Plan, or if by any reason of his bankruptcy or other event happening
at any time, such benefit would devolve upon any other person or would act be
enjoyed by the person entitled thereto under the Plan, the Board of Directors
of the Company, in its discretion, may terminate the interest in any such
benefits of the person entitled thereof under the Plan and hold or apply them
to or for the benefit of such person entitled thereto under the Plan or his spouse,
children, or other dependents, or any of them, in such manner as the Board of
Directors of the Company may deem proper.


 


6.2.          Contract
of Employment.  Nothing
contained herein shall be construed to constitute a contract of employment
between a Participant and an Employer.


 


6.3.          Headings.  The headings of Articles and Sections are
included solely for convenience of reference, and if there is any conflict
between such headings and the text of this Plan, the text shall control.


 


6.4.          Invalidity.  If any provision of this Plan shall be held
invalid or unenforceable, such invalidity or unenforceability shall not affect
any other provisions hereof and the Plan shall be construed and enforced as if
such provisions, to the extent invalid or unenforceable, had not been included.


 


6.5.          Law
Governing.  The Plan shall be
construed and enforced according to the laws of Indiana other than its laws
respecting choice of law.  This Plan
shall be administered to comply with the requirements of Code Section 409A.


 


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IN WITNESS
WHEREOF, the Company has executed this Restatement of the Great Lakes Chemical
Corporation Supplemental Retirement Plan this      day of
March, 2005.


 


	
   

  	
  GREAT LAKES CHEMICAL CORPORATION

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Richard Kinsley

  	
   

  
	
   

  	
  Date: March 8, 2005

  



 


12





















 


Great Lakes Chemical Corporation

Supplemental Retirement Plan


 


Appendix A

Eligible Employees


 


The Employees
listed below compose a select group of management or highly compensated
Employees of the Employer who have been named by the Board of Directors as a
Participant for purposes of the Plan.


 


	
  Name
  of Employee – Active

  	
   

  	
  Name of Employee - Inactive

  
	
  Larry J. Bloom

  	
   

  	
  David Hall

  
	
  John B. Blatz

  	
   

  	
  David R. Bouchard

  
	
  Angelo Brisimitzakis

  	
   

  	
  Richard R. Ferguson

  
	
  Karen Duros

  	
   

  	
  John Lacci

  
	
  Kevin Dunn

  	
   

  	
  Kevin J. Mulcrone

  
	
  John J. Gallagher III

  	
   

  	
  Joseph Holson

  
	
  Richard T. Higgons

  	
   

  	
  Robert J. Smith

  
	
  Todd Imhoff

  	
   

  	
  John Talpas

  
	
  Richard Kinsley

  	
   

  	
   

  
	
  Jeffrey Lipshaw

  	
   

  	
   

  
	
  Jeffrey Potrzebowski

  	
   

  	
   

  
	
  Charles Schobel III

  	
   

  	
   

  
	
  Zoe Schumaker

  	
   

  	
   

  
	
  William Sherwood

  	
   

  	
   

  
	
  Miguel Desdin

  	
   

  	
   

  



 


A-1





















 


Great Lakes Chemical Corporation

Supplemental Retirement Plan


 


Appendix B

Eligible Positions


 


The positions
listed below compose a select group of management or highly compensated
positions of the Employer as identified by the Board of Directors.


 


	
  Eligible Position

  	
   

  	
  Incumbent

  
	
  Chief Executive Officer

  	
   

  	
  John J. Gallagher III

  
	
  EVP – Consumer Products

  	
   

  	
  Kevin Dunn

  
	
  EVP – Chief Strategy Officer

  	
   

  	
  Larry J. Bloom

  
	
  EVP – Flame Retardants/Performance Products

  	
   

  	
  Angelo Brisimitzakis

  
	
  SVP – Chief Financial Officer

  	
   

  	
  Jeffrey Potrzebowski

  
	
  SVP – Business Development

  	
   

  	
  Richard Higgons

  
	
  SVP – Group General Counsel

  	
   

  	
  Jeffrey Lipshaw

  
	
  SVP – Human Resources and Communications

  	
   

  	
  Richard Kinsley

  
	
  SVP – Environmental, Health and Safety

  	
   

  	
  John Blatz

  
	
  SVP – Chief Information Officer

  	
   

  	
  Zoe Schumaker

  



 


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Great Lakes Chemical Corporation

Supplemental Retirement Plan


 


Appendix C

Participants and Beneficiaries Receiving Benefits as of March 7, 2005


 


	
  Barbara Kampen

  
	
  Marshall Bloom

  
	
  Lowell Horwedel

  
	
  Yuichi Iikubo

  
	
  Robert Jeffares

  
	
  John Little

  
	
  Gerd Shue

  
	
  L. Donald Simpson

  
	
  James L. Robertson

  
	
  Stephen Clark

  



 


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