Great Lakes Chemical Corporation























GREAT LAKES CHEMICAL CORPORATION

NONQUALIFIED DEFERRED COMPENSATION PLAN 









































Effective January 1, 2004 









GREAT LAKES CHEMICAL CORPORATION

NONQUALIFIED DEFERRED COMPENSATION PLAN







TABLE OF CONTENTS 




		 		Page
	 
	Article 1.  	 	Definitions	1 
	 
	Article 2.  	 	Eligibility and Participation	11 
	2.1	 	Selection by Administrator	11 
	2.2	 	Enrollment Requirements	11 
	2.3	 	Commencement of Participation	11 
	2.4	 	Termination of Participation and/or Deferrals	11 
	 
	Article 3.  	 	Credits to Accounts and Vesting	12 
	3.1	 	Minimum Deferrals	12 
	3.2	 	Maximum Deferral	13 
	3.3	 	Deferral Elections	13 
	3.4	 	Withholding and Crediting of Annual Deferral Amounts	14 
	3.5	 	Crediting of Prior Plan Amount	14 
	3.6	 	Crediting of Employer Contribution Amounts	15 
	3.7	 	Crediting of Employer Restoration Matching Amounts	15 
	3.8	 	Crediting of Restricted Stock Amounts	15 
	3.9	 	Vesting	15 
	3.10	 	Crediting/Debiting of Account Balances	16 
	3.11	 	FICA and Other Taxes	18 
	 
	Article 4.  	 	In-Service Distributions	19 
	4.1	 	Elected In-Service Distributions	19 
	4.2	 	Other Benefits Take Precedence Over In-Service Distributions	20 
	4.3	 	Distributions on Account of Unforeseeable Financial Emergencies	20 
	 
	Article 5.  	 	Change in Control Benefit	21 
	5.1	 	Change in Control Benefit	21 
	 
	Article 6.  	 	Retirement Benefits	21 
	6.1	 	Retirement Benefit	21 
	6.2	 	Payment of Retirement Benefit	21 
	 
	Article 7.  	 	Termination Benefits	22 
	7.1	 	Termination Benefit	22 
	7.2	 	Payment of Termination Benefit	22 
	 
	Article 8.  	 	Disability Waiver and Benefits	22 
	8.1	 	Disability Waiver	22 
	8.2	 	Disability Benefit	23 
	 
	Article 9.  	 	Survivor Benefits	24 
	9.1	 	Survivor Benefit	24 
	9.2	 	Payment of Survivor Benefit	24 
	 










GREAT LAKES CHEMICAL CORPORATION

NONQUALIFIED DEFERRED COMPENSATION PLAN







TABLE OF CONTENTS 




		 		Page
	 
	Article 10.  	 	Beneficiary Designations	24 
	10.1	 	Beneficiary	24 
	10.2	 	Beneficiary Designation; Change of Beneficiary Designation; Spousal Consent	24 
	10.3	 	Acknowledgment	24 
	10.4	 	No Beneficiary Designation	24 
	10.5	 	Doubt as to Beneficiary	25 
	10.6	 	Discharge of Obligations	25 
	 
	Article 11.  	 	Leave of Absence	25 
	11.1	 	Paid Leave of Absence	25 
	11.2	 	Unpaid Leave of Absence	25 
	 
	Article 12.  	 	Termination and Amendment	26 
	12.1	 	Termination	26 
	12.2	 	Amendment	27 
	12.3	 	Effect of Payment	27 
	 
	Article 13.  	 	Administration	27 
	13.1	 	Administrator's Duties	27 
	13.2	 	Administration Upon Change In Control	27 
	13.3	 	Agents	28 
	13.4	 	Binding Effect of Decisions	28 
	13.5	 	Indemnification of Committee	28 
	13.6	 	Employer Information	28 
	 
	Article 14.  	 	Other Benefits and Agreements	29 
	14.1	 	Coordination with Other Benefits	29 
	 
	Article 15.  	 	Claims Procedures	29 
	15.1	 	Presentation of Claim	29 
	15.2	 	Notification of Decision	29 
	15.3	 	Review of a Denied Claim	30 
	15.4	 	Decision on Review	30 
	15.5	 	Legal Action	30 
	 
	Article 16.  	 	Trust	31 
	16.1	 	Establishment of the Trust	31 
	16.2	 	Interrelationship of the Plan and the Trust	31 
	16.3	 	Distributions From the Trust	31 
	 








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GREAT LAKES CHEMICAL CORPORATION

NONQUALIFIED DEFERRED COMPENSATION PLAN







TABLE OF CONTENTS 




		 		Page
	 
	Article 17.  	 	Miscellaneous Provisions	30 
	17.1	 	Status of Plan	31 
	17.2	 	Unsecured General Creditor	31 
	17.3	 	Source of Payments	31 
	17.4	 	Nonassignability	31 
	17.5	 	Not a Contract of Employment	32 
	17.6	 	Furnishing Information	32 
	17.7	 	Terms	32 
	17.8	 	Captions	32 
	17.9	 	Governing Law	32 
	17.10	 	Notice	32 
	17.11	 	Successors	32 
	17.12	 	Spouse's Interest	33 
	17.13	 	Validity	33 
	17.14	 	Payments for the Benefit of Incompetent Persons	33 
	17.15	 	Court Order	33 
	17.16	 	Distribution in the Event of Taxation	33 
	17.17	 	Deduction Limitation on Benefit Payments	34 
	17.18	 	Insurance	34 
	17.19	 	Legal Fees To Enforce Rights After Change in Control	34 









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GREAT LAKES CHEMICAL CORPORATION

NONQUALIFIED DEFERRED COMPENSATION PLAN








GREAT LAKES CHEMICAL CORPORATION

NONQUALIFIED DEFERRED COMPENSATION PLAN

Effective January 1, 2004 






Adoption and Purpose 




        Great Lakes Chemical
Corporation, a Delaware corporation (“Company”) has adopted this Great
Lakes Chemical Corporation Nonqualified Deferred Compensation Plan
(“Plan”), effective January 1, 2004. The purpose of the Plan is
to provide specified benefits for a select group of management or highly
compensated employees of the Company and/or its participating subsidiaries
(together, “Employers”) who contribute materially to the continued
growth, development, and future business success of the Employers. This Plan
shall be unfunded for tax purposes and for purposes of Title I of ERISA. This
Plan supersedes in its entirety the Great Lakes Chemical Corporation
Supplemental Savings Plan, effective January 1, 1995, as amended (“Prior
Supplemental Savings Plan”), and the Great Lakes Chemical Corporation
Deferred Compensation Plan, restated as of January 1, 1997, as amended
(“Prior Deferred Compensation Plan”) (together, the “Prior
Plans”), for any and all participants in a Prior Plan who are actively
employed by an Employer as of the effective date of this Plan. Any and all
credits to such actively employed participants under a Prior Plan as of December
31, 2003, shall be subject to the terms and conditions of this Plan, effective
January 1, 2004, and shall be referred to as the “Prior Plan Amount.”
All participants in a Prior Plan who are not employed by an Employer on the
effective date of this Plan shall continue to be participants in such Prior Plan
and shall have no rights under this Plan.




ARTICLE 1.

Definitions




        For the purposes of this Plan,
unless otherwise clearly apparent from the context, the following terms, when
capitalized, shall have the following meanings:



	1.1	
“Account” shall mean, with respect to a Participant, a bookkeeping account
established by the Administrator to record the Participant’s interest in the Plan,
which shall consist of the Participant’s Deferral Account, Employer Contribution
Account, Employer Restoration Matching Account, Restricted Stock Account, and Restricted
Stock Dividend Account. Where the context so permits, reference to a Participant’s
Account shall be deemed to refer as well to his “Account Balance.” 







	1.2	
“Account Balance” shall mean, with respect to a Participant, a bookkeeping
credit equal to the sum of the Participant’s (i) Deferral Account balance, (ii)
Employer Contribution Account balance, (iii) Employer Restoration Matching Account
balance, (iv) Restricted Stock Account balance, and (v) Restricted Stock Dividend Account
balance. A Participant’s Account Balance shall be a bookkeeping entry utilized solely
to measure and determine the amounts to be paid with respect to the Participant pursuant
to this Plan. 







	1.3	
"Administrator" shall mean that administrator of the Plan, as determined pursuant to Article 13.




















GREAT LAKES CHEMICAL CORPORATION

NONQUALIFIED DEFERRED COMPENSATION PLAN







	1.4	
“Annual Deferral Amount” shall mean, with respect to a Participant, that portion
of the Participant’s Base Salary and Bonus that the Participant defers in accordance
with Article 3 for any one Plan Year. In the event of a Participant’s
Retirement, Disability (if deferrals cease in accordance with Section 8.1), death, or
Termination of Employment before the end of a Plan Year, the Annual Deferral Amount for
such Plan Year shall be the amount withheld from the Participant’s cash compensation
before such event. 







	1.5	
“Annual Installment Method” shall mean an annual installment payment over the
number of years selected by the Participant in accordance with this Plan. In calculating
the amount of the first annual installment, the Administrator shall first determine the
Participant’s vested Account Balance as of the close of business on of the last
business day of the month in which the Participant Retires or is deemed to have Retired in
accordance with Section 8.2(c), and in calculating the amount of the remaining annual
installments, the Administrator shall determine the Participant’s vested Account
Balance as of the last business day of the month in which each anniversary of the
Participant’s Retirement or deemed Retirement under Section 8.2(c) occurs. The
Administrator shall determine the amount of each annual installment by multiplying the
vested Account Balance determined pursuant to the preceding sentence by a fraction, the
numerator of which is one and the denominator of which is the number of remaining annual
installments payable to the Participant. By way of example, if the Participant elects the
Annual Installment Method to be paid over a ten (10) year period, the first payment shall
be 1/10 of the vested Account Balance, calculated as described in this definition. The
following year, the payment shall be 1/9 of the vested Account Balance, calculated as
described in this definition. The Restricted Stock Account shall be distributable in
shares of Stock in the same manner as described above; provided, however, the
Administrator may, in its sole discretion, (i) adjust the annual installments to
distribute whole shares of Stock and/or (ii) accelerate the distribution of such shares.








	1.6	
“Base Salary” shall mean, with respect to a Participant for a Plan Year, the
annual cash compensation payable by the Employer to the Participant during the Plan Year,
excluding distributions from nonqualified deferred compensation plans, bonuses,
commissions, overtime, fringe benefits, stock options, relocation expenses, incentive
payments, non-monetary awards, director fees and other fees, and automobile and other
allowances (whether or not such allowances are included in the Participant’s gross
income); provided, however, “Base Salary” shall not be reduced by compensation
that the Employer would otherwise have paid in cash to the Participant during the Plan
Year that is either (i) voluntarily deferred or contributed by the Participant pursuant to
any qualified or nonqualified plan of an Employer or (ii) excluded from the
Participant’s gross income under Code Section 125, 402(e)(3), 402(h), or 403(b)
pursuant to a plan established or maintained by an Employer. 







	1.7	
“Beneficiary” shall mean one or more persons, trusts, estates, or other entities
designated in accordance with Article 10 entitled to receive benefits under this Plan
upon the death of a Participant. 
















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GREAT LAKES CHEMICAL CORPORATION

NONQUALIFIED DEFERRED COMPENSATION PLAN






	1.8	
“Beneficiary Designation Form” shall mean the form established from time to time
by the Administrator that a Participant must complete, sign, and return to the
Administrator to designate one or more Beneficiaries.







	1.9	
“Board” shall mean the board of directors of the Company or the person,
including a committee, to whom the Board has properly delegated authority to act. 







	1.10	
“Bonus” shall mean, with respect to a Plan Year, any compensation in addition to
Base Salary payable to a Participant during such Plan Year under an Employer’s annual
bonus and cash incentive plans. 







	1.11	
“Cause” shall mean, with respect to a Participant, that the Participant’s
Employer has involuntarily terminated his or her employment, because the Participant has
willfully engaged in gross misconduct that is materially injurious to his or her Employer
or the Company. For purposes of the preceding sentence, no act or failure to act of the
Participant shall be considered “willful” unless done, or omitted to be done, by
the Participant not in good faith and without reasonable belief that the action or
omission was not opposed to the best interests of the Employer. Notwithstanding the
foregoing, “Cause” shall be deemed not to exist, unless there shall have been
delivered to the Participant before the involuntary termination of his or her employment a
copy of a resolution of the Employer’s board of directors adopted by the affirmative
vote of not less than three-quarters of the entire membership of such board at a meeting
of the board called and held for the purpose of determining whether “Cause”
exists (after reasonable notice to and an opportunity for Participant, together with his
or her counsel, to be heard before the board), finding that in the good faith opinion of
the board the Participant was guilty of the conduct specified above. 







	1.12	
“Change in Control” shall mean and shall be deemed to have occurred if the
conditions set forth in any one of the following subsections 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 indirectly, by the
shareholders 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);














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GREAT LAKES CHEMICAL CORPORATION

NONQUALIFIED DEFERRED COMPENSATION PLAN






	 	
(b)
	
there is consummated a merger or consolidation of the Company with or into any
other corporation, other than a merger or consolidation that would result in the
holders of the voting securities of the Company outstanding immediately prior
thereto holding securities that 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 that survives such merger or consolidation or the parent of the
entity that survives such merger or consolidation;







	 	
(c)
	
the shareholders 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 of 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 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 Subsection (a), (b), or (c) above) whose election by
the Board or nomination for election by the Company’s shareholders 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) above, the shareholders of another corporation (other than the
Company or a corporation described in clause (a)(iv) above) shall be deemed to
constitute a Person. 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, neither a “Change in
Control” nor a “Potential Change in Control” shall be deemed to
have occurred by virtue of the Company entering into any agreement with respect
to, the public announcement of, the approval by the Company’s shareholders
or directors of, or the consummation of, any transaction or series of integrated
transactions (including any merger or other business combination transaction)
entered into in connection with, or expressly conditioned upon the occurrence
of, a spin-off (such transaction or series of integrated transactions, the
“Spin-Off Transaction”) immediately following which the recordholders
of the common stock of the Company immediately prior to the Spin-Off Transaction
continue to have substantially the same proportionate ownership in the spun-off
entity as they had in the Company immediately prior to the Spin-Off Transaction;
provided that such Spin-Off Transaction (including any related merger or 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 who is a member of the Board as of the effective 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.













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GREAT LAKES CHEMICAL CORPORATION

NONQUALIFIED DEFERRED COMPENSATION PLAN







	
1.13
	
"Change in Control Benefit" shall have the meaning set forth in Article 5.







	
1.14
	
"Claimant" shall have the meaning set forth in Section 15.1.







	
1.15
	
"Code" shall mean the Internal Revenue Code of 1986, as it may be amended from time to time.







	
1.16
	
“Committee” shall mean the committee described in Article 13. To the extent
that the Committee has properly authorized a person to act on its behalf, the term
“Committee” shall include such person. 








	
1.17
	
“Company” shall mean Great Lakes Chemical Corporation, a Delaware corporation,
and any successor to all or substantially all of the Company’s assets or business. 








	
1.18
	
“Deduction Limitation” shall mean the limitation on a benefit that may otherwise
be distributable pursuant to the provisions of this Plan, as set forth in Section 17.17.








	
1.19
	
“Deferral Account” shall mean, with respect to a Participant, (i) that portion
of the Participant’s Prior Plan Amount represented by the Participant’s
aggregate deferral contributions described in Section 3.1 of the Prior Supplemental
Savings Plan and/or the Participant’s aggregate deferral contributions under the
Prior Deferred Compensation Plan, as well as any appreciation (or depreciation)
specifically attributable to such deferral contributions accumulated under such Prior Plan
as of December 31, 2003, plus (ii) the sum of all of the Participant’s Annual
Deferral Amounts, plus (iii) amounts credited or debited to the Participant’s
Deferral Account in accordance with this Plan, less (iv) all distributions made to the
Participant or his or her Beneficiary pursuant to this Plan that relate to his or her
Deferral Account. 








	
1.20
	
“Disability” or “Disabled” shall mean either (i) that the carrier of
any individual or group disability insurance policy sponsored by the Participant’s
Employer has determined that the Participant is disabled within the meaning of the
applicable policy or (ii) the Social Security Administration has determined that the
Participant is disabled within the meaning of the Social Security Act. Upon request by the
Employer, the Participant must submit proof of the carrier’s or Social Security
Administration’s determination.








	
1.21
	
"Disability Benefit" shall mean the benefit set forth in Article 8.








	
1.22
	
“Election Form” shall mean the form established from time to time by the
Administrator that a Participant must complete, sign, and return to the Administrator to
make an election under the Plan. 








	
1.23
	
"Employee" shall mean a common law employee of an Employer.













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GREAT LAKES CHEMICAL CORPORATION

NONQUALIFIED DEFERRED COMPENSATION PLAN








	
1.24
	
“Employer” shall mean the Company and/or any subsidiary of the Company (now in
existence or hereafter formed or acquired) that has been selected by the Board to
participate in the Plan and has adopted the Plan as a participating Employer. An Employer
(other than the Company) shall cease to be an Employer at such time as it is no longer a
subsidiary of the Company.








	
1.25
	
“Employer Contribution Account” shall mean, with respect to a Participant, (i)
the sum of the Participant’s Employer Contribution Amounts, plus (ii) amounts
credited or debited to the Participant’s Employer Contribution Account in accordance
with this Plan, less (iii) all distributions made to the Participant or his or her
Beneficiary pursuant to this Plan that relate to the Participant’s Employer
Contribution Account. 








	
1.26
	
“Employer Contribution Amount” shall mean, for any one Plan Year, the amount
determined in accordance with Section 3.6. 








	
1.27
	
“Employer Restoration Matching Account” shall mean, with respect to a
Participant, (i) that portion of the Participant’s Prior Plan Amount represented by
the Participant’s aggregate matching contributions described in Section 3.2 of the
Prior Supplemental Savings Plan, as well as any appreciation (or depreciation)
specifically attributable to such matching contributions accumulated under the Prior
Supplemental Savings Plan as of December 31, 2003, plus (ii) the sum of all of the
Participant’s Employer Restoration Matching Amounts, plus (iii) amounts credited or
debited to the Participant’s Employer Restoration Matching Account in accordance with
this Plan, less (iv) all distributions made to the Participant or his or her Beneficiary
pursuant to this Plan that relate to the Participant’s Employer Restoration Matching
Account. 








	
1.28
	
“Employer Restoration Matching Amount” shall mean, for any one Plan Year, the
amount determined in accordance with Section 3.7. 







	
1.29
	
“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as it
may be amended from time to time. 








	
1.30
	
“401(k) Plan” shall the Great Lakes Savings Plan, which was previously adopted
by the Company, as it may be amended from time to time.








	
1.31
	
"Good Reason" shall mean, with respect to a Participant, the following:








	
 
	
(a)
	
without the Participant’s express written consent, a material reduction in
the Participant’s duties, responsibilities, or status with the Company and
its subsidiaries as in effect immediately prior to a Change in Control or
Potential Change in Control, or a change in the Participant’s titles or
offices (to a lesser title or office) as in effect immediately prior to a Change
in Control or Potential Change in Control, or any removal of the Participant
from or any failure to reelect or reappoint the Participant to any of such
positions, except in connection with termination of the Participant’s
employment for Cause or by the Participant for other than Good
Reason;














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GREAT LAKES CHEMICAL CORPORATION

NONQUALIFIED DEFERRED COMPENSATION PLAN






	
 
	
(b)
	
a reduction by the Company and its subsidiaries in a Participant’s base
salary or perquisites as in effect immediately prior to a Change in Control or
Potential Change in Control;







	
 
	
(c)
	
the material reduction by the Company and its subsidiaries of the benefits
provided to the Participant in any thrift, incentive, or compensation plan, or
any pension, life insurance, health and accident, or disability plan in which
the Participant is participating at the time of a Change in Control or Potential
Change in Control (or plans providing the Participant with substantially similar
benefits), or the taking of any action by the Company and/or its subsidiaries
that would adversely affect the Participant’s participation in or
materially reduce the Participant’s benefits under any of such plans or
deprive the Participant of any material fringe benefit enjoyed by the
Participant at the time of the Change in Control or Potential Change in Control,
unless such reduction or action is generally applicable to all employees of the
Company or the relevant subsidiary; or







	
 
	
(d)
	
the Company and its subsidiaries require the Participant regularly to perform
the duties of his or her employment beyond a fifty mile radius from the location
of the Participant’s employment immediately prior to the Change in Control
or Potential Change in Control;







	
 
	
provided, however, that: (i) any termination of employment by a Participant
shall not be considered a termination for Good Reason if such termination occurs
after the Participant has been absent from work for a continuous period of at
least six (6) months as a result of the Participant’s incapacity due to
physical or mental illness (“Disability Period”) and occurs while the
Participant is receiving benefits under the Company’s (or any
subsidiary’s) long-term disability plan (if such benefits are at least as
favorable to the Participant as those available under the Company’s (or
such subsidiary’s) long-term disability plan in effect immediately prior to
the Change in Control or Potential Change in Control); and (ii) if the
Participant returns to work following a Disability Period, clause (i) above
shall not apply in determining whether Good Reason exists following such
return.






	
1.32
	
"In-Service Distribution" shall mean the distribution described in Section 4.1. 







	
1.33
	
“Measurement Fund” shall mean a fund selected by the Administrator pursuant to
Section 3.10 that is used to measure the additional credits and debits to be allocated to
a Participant’s Accounts, as provided in Section 3.10. 






	
1.34
	
“Participant” shall mean any Employee (i) who is selected by the Board to
participate in the Plan, (ii) who submits a completed and executed Plan Agreement,
Election Form, and Beneficiary Designation Form, all of which are accepted by the
Administrator, (iii) whose Plan Agreement has not terminated, and (iv) whose entire vested
Account Balance has not been distributed or forfeited. A spouse or former spouse of a
Participant shall not be treated as a Participant or have an account balance under the
Plan, even if he or she has an interest in the Participant’s benefits under the Plan
as a result of applicable law or property settlements resulting from legal separation or
divorce. 













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GREAT LAKES CHEMICAL CORPORATION

NONQUALIFIED DEFERRED COMPENSATION PLAN





	
1.35
	
“Plan” shall mean the Great Lakes Chemical Corporation Nonqualified Deferred
Compensation Plan, as set out in this instrument, as amended from time to time, and each
Plan Agreement, as amended from time to time. 








	
1.36
	
“Plan Agreement” shall mean a written agreement, amended from time to time,
which is entered into by and between an Employer and a Participant. Each Plan Agreement
executed by a Participant and the Participant’s Employer shall provide for the entire
benefit to which such Participant is entitled under the Plan. Should there be more than
one Plan Agreement, the Plan Agreement bearing the latest date of acceptance by the
Employer shall supersede all previous Plan Agreements in their entirety and shall govern
such entitlement. The terms of any Plan Agreement may be different for any Participant,
and any Plan Agreement may provide additional benefits not set forth in the Plan or limit
the benefits otherwise provided under the Plan; provided, however, that any such
additional benefits or benefit limitations must be agreed to by both the Employer and the
Participant. As part of each Plan Agreement, a Participant shall agree to be bound by the
terms and conditions of the Plan.








	
1.37
	
“Plan Year” shall mean a period beginning on January 1 of each calendar year and
continuing through December 31 of such calendar year. The first Plan Year shall begin
January 1, 2004. 








	
1.38
	
“Potential Change in Control” shall mean and shall be deemed to have occurred if
the conditions set forth in any one of the following subsections have been satisfied: 









	
 
	
(a)
	
any Person (as defined in Section 1.12) is or becomes the beneficial owner,
directly or indirectly, of 10% or more of the outstanding common stock of the
Company unless such Person has reported or is required to report such ownership
on Schedule 13G under the Exchange Act (or any comparable or successor report)
or on Schedule 13D under the Exchange Act (or any comparable or successor
report), which Schedule 13D does not state any intention to or reserve the right
to control or influence the management or policies of the Company or engage in
any of the actions specified in Item 4 of such Schedule (other than the
disposition of the common stock) so long as such Person neither reports nor is
required to report such ownership other than as described in this clause;
or







	
 
	
(b)
	
the Company enters into an agreement, the consummation of which would result in
the occurrence of a Change in Control; or







	
 
	
(c)
	
any Person (as defined in Section 1.12) publicly announces an intention to take
or to consider taking actions which, if consummated, would constitute or result
in a Change in Control; or












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GREAT LAKES CHEMICAL CORPORATION

NONQUALIFIED DEFERRED COMPENSATION PLAN








	
 
	
(d)
	
any Person (as defined in Section 1.12) commences a solicitation (as defined in
Rule 14a-1 of the Exchange Act) of proxies or consents which has the purpose of
effecting or would (if successful) result in a Change in Control;
or









	
 
	
(e)
	
a tender or exchange offer for at least 10% of the outstanding voting securities
of the Company, made by a Person (as defined in Section 1.12), is first
published or sent or given (within the meaning of Rule 14d-2(a) of the Exchange
Act).








	
1.39
	
“Prior Deferred Compensation Plan” shall mean the Great Lakes Chemical
Corporation Deferred Compensation Plan, restated as of January 1, 1997, as amended.







	
1.40
	
"Prior Plan" shall mean the Prior Deferred Compensation Plan or the Prior Supplemental Savings Plan.








	
1.41
	
"Prior Plan Amount" shall mean the amount determined in accordance with Section 3.5.






	
1.42
	
“Prior Supplemental Savings Plan” shall mean the Great Lakes Chemical
Corporation Supplemental Savings Plan, effective January 1, 1995, as amended. 








	
1.43
	
“Quarterly Installment Method” shall mean a quarterly installment payment over
the number of years selected by the Participant or Administrator, as applicable, in
accordance with this Plan. In calculating the amount of the first quarterly installment,
the Administrator shall first determine the Participant’s vested Account Balance as
of the close of business on the last business day of the month in which the Participant
Retires, is deemed to have Retired in accordance with Section 8.2(c), or experiences
a Termination of Employment. In calculating the amount of the remaining quarterly
installments, the Administrator shall first determine the Participant’s vested
Account Balance as of the close of business on the last business day of the month in each
following calendar quarter corresponding to the month in which the Participant Retired,
was deemed to have Retired in accordance with Section 8.2(c), or experienced a Termination
of Employment. For example, if a Participant Retires on February 10, his or her vested
Account Balance for the first quarterly installment shall be determined as of the last
business day in February; his or her vested Account Balance for the second quarterly
installment shall be determined as of the last business day in May; his or her vested
Account Balance for the third quarterly installment shall be determined as of the last
business day in August; and his or her vested Account Balance for the fourth quarterly
installment shall be determined as of the last business day in November. Each quarterly
installment shall be calculated by multiplying the vested Account Balance determined
pursuant to the preceding provisions by a fraction, the numerator of which is one and the
denominator of which is the remaining number of quarterly installments payable to the
Participant. By way of example, if the Participant elects the Quarterly Installment Method
to be paid over a ten (10) year period, the first payment shall be 1/40 of the
Participant’s vested Account Balance, calculated as provided above. The following
quarter, the payment shall be 1/39 of the Participant’s vested Account Balance,
calculated as provided above. The Restricted Stock Account shall be distributable in
shares of Stock in the same manner as described above; provided, however, the
Administrator may, in its sole discretion, (i) adjust the quarterly installments to avoid
the distribution of fractional shares of Stock and/or (ii) accelerate the distribution of
such shares of Stock.













- 9 -






GREAT LAKES CHEMICAL CORPORATION

NONQUALIFIED DEFERRED COMPENSATION PLAN








	
1.44
	
“Restricted Stock” shall mean rights to receive unvested shares of restricted
stock selected by the Administrator in its sole discretion and awarded to the Participant
under any Great Lakes Chemical Corporation stock incentive plan. 








	
1.45
	
“Restricted Stock Account” shall mean, with respect to a Participant, the sum of
(i) the number of shares of Restricted Stock deferred by the Participant as a result of
all Restricted Stock Amounts, less (ii) the number of shares of Stock previously
distributed to the Participant or his or her Beneficiary pursuant to this Plan, subject in
each case to any additional adjustments to the number of such shares determined by the
Administrator pursuant to Section 3.10.








	
1.46
	
“Restricted Stock Amount” shall mean, with respect to a Participant for any one
Plan Year, the Restricted Stock shares deferred in accordance with Section 3.8 of this
Plan. In the event of a Participant’s Retirement, Disability (if deferrals cease in
accordance with Section 8.1), death, or a Termination of Employment prior to the end of a
Plan Year, the Restricted Stock Amount for such Plan Year shall be the actual amount
deferred prior to such event. 








	
1.47
	
“Restricted Stock Dividend Account” shall mean the sum of (i) the dividend
amounts credited to the Restricted Stock Dividend Account pursuant to Subsection 3.10(c),
plus (ii) amounts credited or debited to the Participant’s Restricted Stock Dividend
Account pursuant to this Plan, less (iii) all distributions made to the Participant or his
or her Beneficiary pursuant to this Plan that relate to the Participant’s Restricted
Stock Dividend Account. 








	
1.48
	
“Retirement”, “Retire” or “Retired” shall mean severance
from employment from all Employers on or after the earlier of the attainment of (i) age
sixty-five (65) or (ii) age fifty-five (55) with five (5) Years of Service, for any reason
other than a leave of absence, death, or Disability.








	
1.49
	
"Retirement Benefit" shall mean the benefit set forth in Article 6.






	
1.50
	
“Stock” shall mean Great Lakes Chemical Corporation common stock, $1.00 par
value, or any other equity securities of the Company designated by the Administrator. 








	
1.51
	
"Survivor Benefit" shall mean the benefit set forth in Article 9.








	
1.52
	
"Termination Benefit" shall mean the benefit set forth in Article 7.








	
1.53
	
“Termination of Employment” shall mean the severing of employment with all
Employers, voluntarily or involuntarily, for any reason other than Retirement, Disability,
death, or an authorized leave of absence.







	
1.54
	
"Trust" shall mean one or more trusts established by the Company in accordance with Article 16.














- 10 -






GREAT LAKES CHEMICAL CORPORATION

NONQUALIFIED DEFERRED COMPENSATION PLAN







	
1.55
	
“Unforeseeable Financial Emergency” shall mean an unanticipated emergency that
is caused by an event beyond the control of the Participant that would result in severe
financial hardship to the Participant resulting from (i) a sudden and unexpected
illness or accident of the Participant or a dependent of the Participant, (ii) a loss
of the Participant’s property due to casualty, or (iii) such other extraordinary
and unforeseeable circumstances arising as a result of events beyond the control of the
Participant, all as determined in the sole discretion of the Administrator.






	
1.56
	
“Years of Service” shall mean the total number of full years in which a
Participant has been employed by one or more Employers. For purposes of this definition, a
year of employment shall be a 365 day period (or 366 day period in the case of a leap
year) that, for the first year of employment, commences on the Employee’s date of
hiring and that, for any subsequent year, commences on an anniversary of that hiring date.








ARTICLE 2.

Eligibility and Participation


	
2.1
	
Selection by Administrator.    Participation
in the Plan shall be limited to a select group of management and/or highly
compensated Employees, as determined by the Administrator in its sole
discretion. From that group, the Administrator shall select, in its sole
discretion, Employees to participate in the Plan. 






	
2.2
	
Enrollment Requirements.    As a condition of
participation, each selected Employee must complete, execute, and return to the
Administrator a Plan Agreement, an Election Form, and a Beneficiary Designation
Form, all within thirty (30) days after receiving notice that he or she has been
selected to participate in the Plan. In addition, the Administrator shall
establish from time to time such other enrollment requirements as it determines
in its sole discretion are necessary or appropriate. 






	
2.3
	
Commencement of Participation.    An Employee
shall commence participation in the Plan on the later of (i) the date on which
he or she is first eligible to participate, as determined by the Administrator,
or (ii) the first day of the month following the month in which the Employee
completes all enrollment requirements set forth in this Plan and/or required by
the Administrator, including returning all required documents to the
Administrator within the specified time period. If an Employee fails to meet all
enrollment requirements, including the requirements specified in Section 2.2,
within the period required, that Employee shall not be eligible to participate
in the Plan until the first day of the Plan Year following the delivery to and
acceptance by the Administrator of the required documents.






	
2.4
	
Termination of Participation and/or
Deferrals.    If the Administrator determines in
good faith that an actively employed Participant no longer qualifies as a member
of a select group of management or highly compensated employees, as membership
in such group is determined in accordance with Sections 201(2), 301(a)(3),
and 401(a)(1) of ERISA, the Administrator shall have the right, in its sole
discretion, to (i) terminate any deferral election that the Participant has
made for the remainder of the Plan Year in which the Participant’s
membership status changes, (ii) prevent the Participant from making future
deferral elections, and/or (iii) terminate the Participant’s
participation in the Plan and cause the prompt distribution of the
Participant’s then vested Account Balance as a Termination Benefit. Unless
a Participant’s participation terminates earlier under the preceding
provisions of this Section or another provision of the Plan, a Participant shall
cease to be such upon the distribution or forfeiture of his or her entire
Account Balance. 













- 11 -






GREAT LAKES CHEMICAL CORPORATION

NONQUALIFIED DEFERRED COMPENSATION PLAN









ARTICLE 3.

Credits to Accounts and Vesting


	
3.1
	
Minimum Deferrals. 







	
 
	
(a)
	
Annual Deferral Amount.    For each Plan Year,
a Participant may elect to defer, as his or her Annual Deferral Amount, Base
Salary and/or Bonus in the following minimum amounts for each deferral
elected:







	Deferral	Minimum Amount
	Base Salary and/or Bonus	$5,000 aggregate






	 	
If an election is made for less than the stated minimum amounts, or if no
election is made, the amount deferred shall be zero.






	
 
	
(b)
	
Restricted Stock Amount.    For each grant of
Restricted Stock, a Participant may elect to defer, as his or her Restricted
Stock Amount, Restricted Stock in the following minimum
percentage:







	Deferral	Minimum Percentage
	Restricted Stock	0%







	 	
If no election is made, the percentage deferred shall be zero.







	
 
	
(c)
	
Short Plan Year.    Notwithstanding the
foregoing, if a Participant first becomes a Participant after the first day of a
Plan Year, the minimum Annual Deferral Amount shall be an amount equal to
the minimum set forth above, multiplied by a fraction, the numerator of which is
the number of complete months remaining in the Plan Year and the denominator of
which is 12.













- 12 -






GREAT LAKES CHEMICAL CORPORATION

NONQUALIFIED DEFERRED COMPENSATION PLAN






	
3.2
	
Maximum Deferral.    






	
 
	
(a)
	
Annual Deferral Amount.    For each Plan Year,
a Participant may elect to defer, as his or her Annual Deferral Amount, Base
Salary and/or Bonus up to the following maximum percentages for each deferral
elected:








	Deferral	Maximum Percentage
	Base Salary	75%
	Bonus	100%






	
 
	
(b)
	
Restricted Stock Amount.    For each grant of
Restricted Stock, a Participant may elect to defer, as his or her Restricted
Stock Amount, Restricted Stock in the following maximum
percentage:







	Deferral	Maximum Percentage
	Restricted Stock	100%





	
 
	
(c)
	
Short Plan Year.    Notwithstanding the foregoing, if a Participant
first becomes a Participant after the first day of a Plan Year, the maximum
Annual Deferral Amount (i) with respect to Base Salary shall be limited to the
amount of compensation not yet earned by the Participant as of the date the
Participant submits a Plan Agreement and Election Form to the Administrator for
acceptance, and (ii) with respect to Bonus, shall be limited to those amounts
deemed eligible for deferral, in the sole discretion of the
Administrator.







	
3.3
	
Deferral Elections.    






	
 
	
(a)
	
First Plan Year.    In connection with a
Participant’s commencement of participation in the Plan, the Participant
shall make a deferral election for the Plan Year in which the Participant
commences participation in the Plan, along with such other elections as the
Administrator deems necessary or desirable under the Plan. For an election to be
valid, the Election Form must be completed and signed by the Participant, timely
delivered to the Administrator (in accordance with Section 2.2 above), and
accepted by the Administrator.






	
 
	
(b)
	
Subsequent Plan Years.    For each succeeding
Plan Year, the Participant shall make a deferral election for that Plan Year,
and such other elections as the Administrator deems necessary or desirable under
the Plan, by timely delivering a new Election Form to the Administrator, in
accordance with its rules and procedures, before the end of the Plan Year
preceding the Plan Year for which the election is made. If a Election Form is
not timely delivered for a Plan Year, the Annual Deferral Amount shall be zero
for that Plan Year.












- 13 -






GREAT LAKES CHEMICAL CORPORATION

NONQUALIFIED DEFERRED COMPENSATION PLAN







	
 
	
(c)
	
Restricted Stock Deferral.    For an election
to defer Restricted Stock to be valid, (i) a separate Election Form must be
completed and signed by the Participant with respect to such Restricted Stock,
and (ii) such Election Form must be timely delivered to the Administrator and
accepted by the Administrator at least six (6) months prior to the date on which
such Restricted Stock vests under the terms of the Great Lakes Chemical
Corporation stock incentive plan.






	
 
	
(d)
	
Revocation of Deferral Election.    Except as
expressly provided in this Subsection, a Participant may not change a deferral
election with respect to a Plan Year after the beginning of that Plan Year.
Notwithstanding the preceding provisions of this Section, to the extent required
by applicable law, a Participant shall be permitted to revoke his or her
deferral election prospectively at any time by providing written notice of
revocation to his or her Employer, in which case the revocation shall become
effective as soon as administratively feasible after the Employer receives such
notice. If a Participant revokes a deferral election pursuant to this
Subsection, the Participant shall not be entitled to further Deferral Amounts,
Employer Contribution Amounts, Employer Restoration Matching Amounts, or
Restricted Stock Amounts for the remainder of the Plan Year or the following
Plan Year.






	
3.4
	
Withholding and Crediting of Annual Deferral
Amounts.    For each Plan Year, the Base Salary
portion of the Annual Deferral Amount shall be withheld from each regularly
scheduled Base Salary payroll in equal amounts, as adjusted from time to time
for increases and decreases in Base Salary. The portion of the Annual Deferral
Amount attributable to Bonus shall be withheld at the time the Bonus is or
otherwise would have been paid to the Participant. Annual Deferral Amounts shall
be credited to a Participant’s Deferral Account at the time such amounts
would otherwise have been paid to the Participant.






	
3.5
	
Crediting of Prior Plan Amount.    Only
Participants who participated in a Prior Plan and who are active Employees on
January 1, 2004, shall have Prior Plan Amounts. The Prior Plan Amount of
any such Participant shall be equal to the Participant’s
“account” under the Prior Plans as of December 31, 2003. The Prior
Plan Amount shall be composed of elective deferrals and employee contributions
accumulated under the Prior Plans, which shall retain their character as
elective deferrals and employer contributions under this Plan. A
Participant’s Prior Plan Amount shall be credited to his or her Deferral
Account and Employer Restoration Matching Account, as applicable, under this
Plan as of the effective date of this Plan and shall be subject to the terms and
conditions of this Plan. Any Participant with a Prior Plan Account shall have no
right to demand distribution of such amounts other than as specifically provided
for herein. Within 180 days after the effective date of this Plan, the
Administrator shall provide each Participant with a written notice stating the
Participant’s Prior Plan Amount, if any. Unless the Participant objects in
writing to the Administrator’s determination of such Prior Plan Amount
within sixty (60) days after receiving such notice, the Administrator’s
determination of such amount shall be conclusive.












- 14 -






GREAT LAKES CHEMICAL CORPORATION

NONQUALIFIED DEFERRED COMPENSATION PLAN







	
3.6
	
Crediting of Employer Contribution
Amounts.    For each Plan Year, an Employer, in its
sole discretion, may credit any amount that it chooses to the Employer
Contribution Account of any Participant that it employs, which amount shall be
the Employer Contribution Amount with respect to Participant for that Plan Year.
The amount so credited to a Participant may be smaller or larger than the amount
credited to any other Participant, and the amount credited to any Participant
for a Plan Year may be zero, even though one or more other Participants receive
an Employer Contribution Amount for that Plan Year. The Employer Contribution
Amount for a Plan Year, if any, shall be credited to the Participant’s
Employer Contribution Account as of a date or dates during that Plan Year
specified by the Employer, in its sole discretion.






	
3.7
	
Crediting of Employer Restoration Matching
Amounts.    A Participant’s Employer
Restoration Matching Amount for any Plan Year shall be equal to the matching
contributions that his or her Employer would have made to the 401(k) Plan with
respect to the Participant on the amount of Base Salary deferred pursuant to
this Plan for such Plan Year had such Base Salary deferral been contributed to
the 401(k) Plan instead. The Employer Restoration Matching Amount for a Plan
Year shall be credited to the Participant’s Employer Matching Restoration
Account as of the last day of the Plan Year. 






	
3.8
	
Crediting of Restricted Stock
Amounts.    Subject to any terms and conditions
imposed by the Administrator, a Participant may elect to defer Restricted Stock
pursuant to the Plan. The portion of any Restricted Stock deferral shall, at the
time the Restricted Stock would otherwise vest under the terms of the Great
Lakes Chemical Corporation stock incentive plan but for the election to defer,
be credited to the Participant’s Restricted Stock Account and reflected on
the books of the Company as an unfunded, unsecured promise to deliver to the
Participant a specific number of shares of Stock in the future. The amount
credited to a Participant’s Restricted Stock Account during a Plan Year
pursuant to this Section shall be his or her Restricted Stock Amount for the
Plan Year.






	
3.9
	
Vesting.






	
 
	
(a)
	
A Participant shall at all times be 100% vested in his or her Deferral Account,
Restricted Stock Account, and Restricted Stock Dividend
Account.






	
 
	
(b)
	
A Participant shall be vested in his or her Employer Contribution Account in
accordance with the vesting schedule set forth in his or her Plan Agreement. If
not addressed in the Plan Agreement, a Participant shall vest in his or her
Employer Contribution Account in the same manner as the Participant vests in his
or her Employer Restoration Matching Account.






	
 
	
(c)
	
A Participant shall be vested in his or her Employer Restoration Matching
Account only to the extent that the Participant would be vested in such amounts
under the provisions of the 401(k) Plan, as determined by the Administrator in
its sole discretion.












- 15 -






GREAT LAKES CHEMICAL CORPORATION

NONQUALIFIED DEFERRED COMPENSATION PLAN







	
 
	
(d)
	
Notwithstanding anything to the contrary contained in this Section 3.9, in the
event of a Change in Control, or upon a Participant’s Retirement or
Disability or death while employed by an Employer, the Participant’s
Employer Contribution Account and Employer Restoration Matching Account shall
immediately become 100% vested (if not already vested in accordance with the
above vesting schedules).






	
 
	
(e)
	
Notwithstanding Subsection (d) above, the vesting schedule for a
Participant’s Employer Contribution Account and Employer Restoration
Matching Account shall not be accelerated upon a Change in Control to the extent
that the Administrator determines that such acceleration would cause the
deduction limitations of Code Section 280G to become effective. In the event
that all of a Participant’s Employer Contribution Account and/or Employer
Restoration Matching Account is not vested pursuant to such a determination, the
Participant may request independent verification of the Administrator’s
calculations with respect to the application of Section 280G. In such case, the
Administrator must provide to the Participant within ninety (90) days of such a
request an opinion from a nationally recognized accounting firm selected by the
Participant (“Accounting Firm”). The opinion shall state the
Accounting Firm’s opinion that any limitation in the vested percentage
hereunder is necessary to avoid the limits of Section 280G and contain
supporting calculations. The cost of such opinion shall be paid for by the
Employer.






	
 
	
(f)
	
Subsection (e) shall not prevent the acceleration of the vesting schedule
applicable to a Participant’s Employer Contribution Account and/or Employer
Restoration Matching Account, if such Participant is entitled to a
“gross-up” payment to eliminate the effect of the Code Section 4999
excise tax pursuant to his or her employment agreement or other agreement with
the Employer.






	
 
	
(g)
	
If a Participant’s employment with all Employers terminates for any reason
before his or her Account becomes fully vested, the non-Vested portion of the
Participant’s Account shall be forfeited as of the date of such
termination.






	
3.10
	
Crediting/Debiting of Account Balances.    In
accordance with, and subject to, the rules and procedures that are established
from time to time by the Administrator, in its sole discretion, amounts shall be
credited or debited to a Participant’s Account in accordance with the
following rules: 






	
 
	
(a)
	
Measurement Funds.    The Administrator shall
select one or more Measurement Funds to be available for determining additional
credits and debits to be allocated to a Participant’s Account (except for
his or her Restricted Stock Account). As it deems appropriate, the Administrator
may discontinue, substitute, or add a Measurement Fund. Each such action shall
take effect as of the first day of the first calendar quarter that begins at
least thirty (30) days after the day on which the Administrator gives
Participants advance written notice of such change, unless the Administrator
determines, in its discretion, that a delay in the effective date of such action
would be inappropriate. The Administrator shall have no fiduciary duty to
Participants in selecting, discontinuing, substituting, or adding Measurement
Funds.













- 16 -






GREAT LAKES CHEMICAL CORPORATION

NONQUALIFIED DEFERRED COMPENSATION PLAN






	
 
	
(b)
	
Election of Measurement Funds.    Each
Participant may elect one or more of the Measurement Funds to be used for the
purpose of crediting or debiting additional amounts to the portion of his or her
Account not consisting of the Restricted Stock Account. In connection with his
or her initial deferral election in accordance with Section 3.3(a), each
Participant shall elect, on the Election Form, one or more Measurement Funds. If
a Participant does not elect any of the available Measurement Funds, the
lowest-risk Measurement Fund, as determined by the Administrator, shall be used
to determine additional credits and debits to the Participant’s Account
(other than his or her Restricted Stock Account). A Participant may elect, by
submitting an Election Form to the Administrator that is accepted by the
Administrator, to add or delete one or more Measurement Funds, and/or to change
the portion of his or her Account Balance allocated to each previously or newly
elected Measurement Fund. If an election is made in accordance with the previous
sentence, it shall apply as of the first business day deemed reasonably
practicable by the Administrator and shall continue thereafter for each
subsequent day in which the Participant participates in the Plan, unless changed
in accordance with the previous sentence.






	
 
	
(c)
	
Credits to Restricted Stock Dividend
Account.    A Participant’s Restricted Stock
Account shall be credited only with that Participant’s Restricted Stock
Amounts; provided, however, the number of shares of Stock credited to each
Participant’s Restricted Stock Account may be adjusted by the
Administrator, as it deems appropriate, to prevent any reorganization,
reclassification, stock split, or other unusual corporate transaction or event
that affects the value of the Stock from decreasing or increasing
Participants’ rights with respect to their Restricted Stock Accounts. Any
stock dividends, cash dividends, or other non-stock dividends that would have
been payable on the Stock credited to a Participant’s Restricted Stock
Account shall be credited to such Participant’s Restricted Stock Dividend
Account. The amount credited to the Participant’s Restricted Stock Dividend
Account with respect to a stock dividend shall be equal to (i) the number of
shares of Stock credited to the Participant’s Restricted Stock Account as
of the payment date for such dividend, multiplied by (ii) the number of
additional shares of Stock paid as a dividend with respect to each share of
Stock, divided by (iii) the fair market value of a share of Stock on the payment
date for the dividend, as determined by the Administrator. The amount credited
to the Participant’s Restricted Stock Dividend Account with respect to a
cash or other non-stock dividend shall be equal to (i) the number of shares of
Stock credited to the Participant’s Restricted Stock Account as of the
payment date for such dividend, multiplied by (ii) the fair market value of the
dividend on each share of Stock.






	
 
	
(d)
	
Proportionate Allocation.    In making any
election described in Subsection (b) above, the Participant shall specify on the
Election Form, in increments of one percent (1%), the percentage of his or her
Account (other that the Restricted Stock Account) to be allocated to a
Measurement Fund (as if the Participant were making an investment in that
Measurement Fund with that portion of his or her Account
Balance).












- 17 -






GREAT LAKES CHEMICAL CORPORATION

NONQUALIFIED DEFERRED COMPENSATION PLAN







	
 
	
(e)
	
Crediting or Debiting Method.    The
performance of each Measurement Fund (either positive or negative) shall be
determined by the Administrator, in its sole discretion, on a daily basis. The
Administrator shall cause each Participant’s Account to be credited or
debited on a daily basis to reflect the earnings that would have been allocated
to the Account, if it had been invested in the Measurement Funds in the same
proportions as the Account is allocated to such Measurement Funds. In making
determinations pursuant to the preceding sentence, the Administrator is
permitted to follow such procedures and make such approximations as it deems
appropriate.






	
 
	
(f)
	
No Actual Investment.    Notwithstanding any
other provision of this Plan that may be interpreted to the contrary, the
Measurement Funds are to be used for measurement purposes only, and a
Participant’s election of any such Measurement Fund, the allocation of his
or her Account Balance thereto, the calculation of additional amounts, and the
crediting or debiting of such amounts to a Participant’s Account Balance
shall not be considered or construed in any manner as an actual
investment of the Participant or his or her Account Balance in any Measurement
Fund. In the event that an Employer or the trustee of the Trust, in its own
discretion, decides to invest funds in any or all of the investments on which
the Measurement Funds are based, no Participant shall have any rights in or to
such investments themselves. Without limiting the foregoing, a
Participant’s Account Balance shall at all times be a bookkeeping entry
only and shall not represent any investment made on his or her behalf by the
Company, his or her Employer, or the Trust.






	
3.11
	
FICA and Other Taxes.






	
 
	
(a)
	
Annual Deferral Amounts.    For each Plan Year
in which an Annual Deferral Amount is withheld from a Participant’s
compensation, the Participant’s Employer shall withhold from that portion
of the Participant’s Base Salary and/or Bonus that is not being deferred,
in a manner determined by the Employer, the Participant’s share of FICA and
other employment taxes on such Annual Deferral Amount. If necessary, the
Administrator may reduce the Annual Deferral Amount to comply with applicable
withholding requirements.






	
 
	
(b)
	
Employer Restoration Matching Account and Employer Contribution
Account.    When a Participant becomes vested in a
portion of his or her Employer Restoration Matching Account and/or Employer
Contribution Account, the Participant’s Employer shall withhold from the
Participant’s Base Salary and/or Bonus that is not deferred, in a manner
determined by the Employer, the Participant’s share of FICA and other
employment taxes on such Employer Restoration Matching Amount and/or Employer
Contribution Amount. If necessary, the Administrator may reduce the vested
portion of the Participant’s Employer Restoration Matching Account and/or
Employer Contribution Account, as applicable, to comply with applicable
withholding requirements.












- 18 -






GREAT LAKES CHEMICAL CORPORATION

NONQUALIFIED DEFERRED COMPENSATION PLAN







	
 
	
(c)
	
Restricted Stock Amounts.    For each Plan
Year in which a Restricted Stock Amount is first credited to a
Participant’s Restricted Stock Account, the Participant’s Employer
shall withhold from that portion of the Participant’s Base Salary and/or
Bonus that is not being deferred, in a manner determined by the Employer, the
Participant’s share of FICA and other employment taxes on such Restricted
Stock Amount. If necessary, the Administrator may reduce the Restricted Stock
Amount to comply with applicable withholding requirements.






	
 
	
(d)
	
Withholding from Distributions.    The
Participant’s Employer, or the trustee of the Trust, shall withhold from
any payments made with respect to a Participant under this Plan, all federal,
state, and local income, employment, and other taxes required to be withheld by
the Employer, or the trustee of the Trust, in connection with such payments, in
amounts and in a manner to be determined in the sole discretion of the Employer
and the trustee of the Trust.








ARTICLE 4.

In-Service Distributions


	
4.1
	
Elected In-Service Distributions.    In
connection with each deferral election for a Plan Year, a Participant may
irrevocably elect to receive an In-Service Distribution as permitted under this
Section with respect to all or a portion of (i) the Annual Deferral Amount for
such Plan Year, (ii) the Employer Contribution Amount for such Plan Year, and
(iii) the Employer Restoration Matching Amount for such Plan Year. The
In-Service Distribution shall be a lump sum payment in an amount that is equal
to the portion of such Annual Deferral Amount, the vested portion of such
Employer Contribution Amount, and the vested portion of such Employer
Restoration Matching Amount that the Participant elected to have distributed as
an In-Service Distribution, plus amounts credited or debited in the manner
provided in Section 3.10 with respect to that amount, calculated as of the
close of business on the last day of the Plan Year preceding the Plan Year in
which the distribution is made. Each In-Service Distribution elected shall be
paid to the Participant during a sixty (60) day period commencing immediately
after the first day of any Plan Year designated by the Participant, which Plan
Year must be at least three Plan Years after the end of the Plan Year in which
the Annual Deferral Amount is deferred, or the Employer Contribution Amount or
Employer Restoration Matching Amount is credited to the Participant’s
Account. By way of example, if in connection with his or her election to defer
for 2004, a Participant elects an In-Service Distribution in 2008 for Annual
Deferral Amounts deferred in the Plan Year commencing January 1, 2004, the
In-Service Distribution would become payable during a sixty (60) day period
commencing January 1, 2008. Notwithstanding the preceding provisions, the
Administrator shall, in its sole discretion, adjust the amount distributable as
an In-Service Distribution, if any portion of the Employer Contribution Amount
or Employer Restoration Matching Amount is not vested on the date of the
In-Service Distribution. 












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GREAT LAKES CHEMICAL CORPORATION

NONQUALIFIED DEFERRED COMPENSATION PLAN







	
4.2
	
Other Benefits Take Precedence Over In-Service
Distributions.    Should an event occur that
triggers a benefit under Article 5, 6, 7, 8, or 9, any Annual Deferral Amount,
Employer Contribution Amount, and/or Employer Restoration Matching Amount, plus
amounts credited or debited thereon, that is subject to an In-Service
Distribution election under Section 4.1 shall not be paid in accordance with
Section 4.1, but shall be paid in accordance with the other applicable
Article.






	
4.3
	
Distributions on Account of Unforeseeable Financial Emergencies.







	
 
	
(a)
	
If a Participant experiences an Unforeseeable Financial Emergency, the
Participant may petition the Administrator to suspend deferrals of Base Salary,
Bonus, and Restricted Stock required to be made by such Participant, to the
extent deemed necessary by the Administrator to satisfy the Unforeseeable
Financial Emergency. If suspension of deferrals is not sufficient to satisfy the
Participant’s Unforeseeable Financial Emergency, the Participant may
further petition the Administrator to receive a partial or full distribution of
his Account Balance. The Participant shall receive a distribution from the Plan
only to the extent that the Administrator deems such distribution necessary to
satisfy the Participant’s Unforeseeable Financial
Emergency.






	
 
	
(b)
	
The distribution to a Participant pursuant to Subsection (a) shall not exceed
the lesser of (i) the Participant’s vested Account Balance, excluding the
portion of the Account Balance attributable to the Restricted Stock Account,
calculated as of the close of business on or around the date on which the amount
becomes payable, as determined by the Administrator in its sole discretion, or
(ii) the amount reasonably needed to satisfy the Unforeseeable Financial
Emergency. Notwithstanding the foregoing, a Participant may not receive a
distribution under the Plan to the extent that the Unforeseeable Financial
Emergency is or may be relieved (i) through reimbursement or compensation by
insurance or otherwise, (ii) by liquidation of the Participant’s assets, to
the extent the liquidation of such assets would not itself cause severe
financial hardship or (iii) by suspension of deferrals under this
Plan.






	
 
	
(c)
	
If the Administrator, in its sole discretion, approves a Participant’s
petition for suspension, the Participant’s deferrals under this Plan shall
be suspended as of the date of such approval. If the Administrator, in its sole
discretion, approves a Participant’s petition for suspension and
distribution, the Participant’s deferrals under this Plan shall be
suspended as of the date of such approval, and the Participant shall receive a
distribution under the Plan within sixty (60) days of the date of such
approval.













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GREAT LAKES CHEMICAL CORPORATION

NONQUALIFIED DEFERRED COMPENSATION PLAN








ARTICLE 5.

Change in Control Benefit


	
5.1
	
Change in Control Benefit.    If a Change in
Control or a Potential Change in Control occurs prior to the Participant’s
Termination of Employment, Retirement, death, or Disability, and within three
years following such Change of Control or within three months following such
Potential Change in Control, the Participant’s employment is terminated
involuntarily for a reason other than Cause, or the Participant terminates his
employment voluntarily for Good Reason, the Participant’s Account Balance
shall be distributed to him as a lump sum payment within sixty (60) days after
his termination of employment. For purposes of determining the amount of the
Participant’s Change in Control Benefit, the Participant’s Account
Balance shall be determined as of the last business day of the month in which
his or her employment terminates.








ARTICLE 6.

Retirement Benefits


	
6.1
	
Retirement Benefit.    If Participant Retires,
his or her Account Balance shall be distributed as provided in Section 6.2.






	
6.2
	
Payment of Retirement Benefit.    A
Participant, in connection with his or her commencement of participation in the
Plan, shall elect on an Election Form to receive his or her Retirement Benefit
in one of the following forms: (i) a lump sum, (ii) pursuant to the Quarterly
Installment Method over a period of up to 15 years, or (iii) pursuant to the
Annual Installment Method over a period of up to 15 years. The Participant may
change his or her election to an allowable alternative payout period by
submitting a new Election Form to the Administrator, provided that any such
Election Form is submitted to and accepted by the Administrator in its sole
discretion at least twenty-four (24) months prior to the Participant’s
Retirement. The Election Form most recently accepted by the Administrator shall
govern the payout of the Retirement Benefit. If a Participant does not
make any election with respect to the payment of his or her Retirement Benefit,
then such benefit shall be payable in a lump sum. The amount of the lump sum
payment or first installment payment shall be based on the value of the
Participant’s Account Balance as of the last business day of the month in
which the Participant Retires. Distribution of the Participant’s Account
Balance shall be made (if payable in a lump sum) or begin (if payable in
installments), no later than sixty (60) days after the Participant Retires.
If the Participant chooses the Quarterly Installment Method, remaining quarterly
installments shall be paid on or around the same date (as the date of the first
installment) of the corresponding month in each following calendar quarter of
the payout period. If the Participant chooses the Annual Installment Method,
remaining annual installments, if any, shall be paid on or around each
anniversary of the original payment date in each following calendar year of the
payout period. If a Participant dies before receiving his or her entire Account
Balance, the remainder of the Participant’s Account Balance shall be
distributed to his or her Beneficiary as provided in Article 9.














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GREAT LAKES CHEMICAL CORPORATION

NONQUALIFIED DEFERRED COMPENSATION PLAN







ARTICLE 7.

Termination Benefits


	
7.1
	
Termination Benefit.    If Participant
experiences a Termination of Employment, his or her vested Account Balance shall
be distributed as provided in Section 7.2.






	
7.2
	
Payment of Termination Benefit.    A
Participant’s Termination Benefit shall be paid to the Participant in a
lump sum, provided, however, if the Participant’s vested Account Balance,
as of the date on which the Participant experiences the Termination of
Employment, is equal to or greater than twenty-five thousand dollars ($25,000),
the Administrator may, in its sole discretion, cause the Termination Benefit to
be paid pursuant to the Quarterly Installment Method over a period of up to five
(5) years. The amount of the lump sum payment or first installment payment shall
be based on the Participant’s vested Account Balance, determined as of the
last business day of the month in which the Participant incurred a Termination
of Employment. The lump sum payment shall be made, or installment payments shall
commence, no later than sixty (60) days after the date on which the
Participant experiences the Termination of Employment. Remaining quarterly
installments, if any, shall be paid on or around the same date (as the date of
the first installment) of the corresponding month in each following calendar
quarter of the payout period. If a Participant dies before receiving his or her
entire vested Account Balance, the remainder of the Participant’s vested
Account Balance shall be distributed to his or her Beneficiary as provided in
Article 9.








ARTICLE 8.

Disability Waiver and Benefits


	
8.1
	
Disability Waiver.






	
 
	
(a)
	
Waiver of Deferral.    A Disabled Participant
shall continue to be eligible for the benefits provided in Articles 4, 5, 6, 7,
8, or 9 in accordance with the provisions of those Articles, and any previously
elected deferrals of Restricted Stock shall continue to be withheld during such
Disability in accordance with Section 3.3. However, a Disabled Participant shall
be excused from fulfilling his or her Annual Deferral Amount commitment during
the remainder of the Plan Year in which the Participant first becomes Disabled.
During the period of Disability, the Participant shall not be allowed to make
any additional deferral elections.






	
 
	
(b)
	
Deferral Following Disability.    If a
Participant returns to employment with an Employer after a Disability ceases,
the Participant may elect to defer an Annual Deferral Amount and Restricted
Stock Amount for the Plan Year following his or her return to employment and for
every Plan Year thereafter while a Participant; provided such deferral elections
are otherwise allowed, and an Election Form is delivered to and accepted by the
Administrator for each such election in accordance with Section 3.3
above.













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GREAT LAKES CHEMICAL CORPORATION

NONQUALIFIED DEFERRED COMPENSATION PLAN






	
8.2
	
Disability Benefit.






	
 
	
(a)
	
Continued Eligibility.    A Disabled Participant shall, for benefit
purposes under this Plan, continue to be considered to be employed, and shall be
eligible for the benefits provided for in Articles 4, 5, 6, 7, or 9 in
accordance with the provisions of those Articles. Notwithstanding the above, the
Administrator shall have the right, in its sole and absolute discretion and for
purposes of this Plan only, to deem the Participant’s employment to have
terminated at any time after such Participant is determined to be
Disabled.






	
 
	
(b)
	
Deemed Termination of Employment.    If, in
the Administrator’s discretion, the Disabled Participant’s employment
is deemed terminated, and such Participant is not otherwise eligible to Retire,
the Participant shall be deemed to have experienced a Termination of Employment,
and the Participant’s vested Account Balance shall be distributed to him or
her in a lump sum payment; provided, however, if the Participant’s vested
Account Balance is equal to or greater than twenty-five thousand dollars
($25,000) as of the date on which the Administrator deems the Disabled
Participant to have experienced a Termination of Employment, the Administrator
may, in its sole discretion, cause the Termination Benefit to be paid pursuant
to the Quarterly Installment Method over a period of up to five (5) years. The
amount of the lump sum payment or first installment shall be based on the value
of the Participant’s vested Account Balance, determined as of the last
business day of the month in which the Participant’s Termination of
Employment is deemed to have occurred. The lump sum payment shall be made, or
installment payments shall commence, no later than sixty (60) days after the
date on which the Administrator deems the Disabled Participant to have
experienced a Termination of Employment. Remaining quarterly installments, if
any, shall be paid on or around the same date (as the date of the first
installment) of the corresponding month in each following calendar quarter
before the final quarterly installment. If a Participant dies before receiving
his or her entire vested Account Balance, the remainder of the
Participant’s vested Account Balance shall be distributed to his or her
Beneficiary as provided in Article 9.






	
 
	
(c)
	
Deemed Retirement.    If, in the
Administrator’s discretion, a Disabled Participant’s employment is
deemed terminated, and the Participant is otherwise eligible to Retire, the
Participant shall be deemed to have Retired, and his or her vested Account
Balance shall be distributed in the same form in which the Participant elected
to receive his or her Retirement Benefit. The amount of the lump sum payment or
first installment payment shall be based on the value of the Participant’s
Account Balance as of the last business day of the month in which the
Participant is deemed to have Retired. The lump sum payment shall be made, or
installment payments shall commence, no later than sixty (60) days after
the Administrator deems the Disabled Participant to have Retired. Remaining
quarterly installments, if any, shall be paid on or around the same date (as the
date of the first installment) of the corresponding month in each following
calendar quarter of the payout period. Remaining annual installments, if any,
shall be paid on or around each anniversary of the original payment date in each
following calendar year of the payout period. If a Participant dies before
receiving his or her entire vested Account Balance, the remainder of the
Participant’s vested Account Balance shall be distributed to his or her
Beneficiary as provided in Article 9.













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GREAT LAKES CHEMICAL CORPORATION

NONQUALIFIED DEFERRED COMPENSATION PLAN







ARTICLE 9.

Survivor Benefits



	
9.1
	
Survivor Benefit.    If a Participant dies
before receiving distribution of his or her entire vested Account Balance, the
Participant’s remaining vested Account Balance shall be distributed to his
or her Beneficiary as provided in Section 9.2. 






	
9.2
	
Payment of Survivor Benefit.    The Survivor
Benefit shall be paid to the Participant’s Beneficiary in a lump sum
payment no later than sixty (60) days after the date on which the Administrator
is provided with proof satisfactory to the Administrator of the
Participant’s death. 













ARTICLE 10.

Beneficiary Designations



	
10.1
	
Beneficiary.    Each Participant shall have
the right, at any time, to designate one or more primary and/or contingent
Beneficiaries to receive any benefits payable under the Plan on account of the
Participant’s death. The Beneficiary designated under this Plan may be the
same as or different from the Beneficiary designation under any other plan of an
Employer in which the Participant participates. 






	
10.2
	
Beneficiary Designation; Change of Beneficiary Designation; Spousal
Consent.    A Participant shall designate his or her
Beneficiary by completing and signing the Beneficiary Designation Form and
returning it to the Administrator. A Participant shall have the right to change
a Beneficiary by completing, signing, and otherwise complying with the terms of
the Beneficiary Designation Form and the Administrator’s rules and
procedures, as in effect from time to time. If the Participant names someone
other than his or her spouse as a Beneficiary on a Beneficiary Designation Form,
the spouse’s consent must be provided in a form designated by the
Administrator, executed by the spouse, and returned to the Administrator. Upon
the acceptance by the Administrator of a new Beneficiary Designation Form, all
Beneficiary designations previously filed shall be canceled. 






	
10.3
	
Acknowledgment.    No designation or change in
designation of a Beneficiary shall be effective until received and acknowledged
in writing by the Administrator.






	
10.4
	
No Beneficiary Designation.    If a
Participant fails to designate a Beneficiary as provided in Sections 10.1,
10.2, and 10.3 above, or if all designated Beneficiaries predecease the
Participant or die prior to complete distribution of the Participant’s
benefits, then the Participant’s designated Beneficiary shall be deemed to
be his or her surviving spouse. If the Participant has no surviving spouse, the
benefits remaining under the Plan shall be payable to the executor or personal
representative of the Participant’s estate.













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GREAT LAKES CHEMICAL CORPORATION

NONQUALIFIED DEFERRED COMPENSATION PLAN






	
10.5
	
Doubt as to Beneficiary.    If the
Administrator has any doubt as to the proper Beneficiary to receive payments
pursuant to this Plan, the Administrator shall have the right, exercisable in
its discretion, to cause the Participant’s Employer to withhold such
payments until such doubt is resolved to the Administrator’s satisfaction.







	
10.6
	
Discharge of Obligations.    The payment of
benefits under the Plan to a Beneficiary shall fully and completely discharge
all Employers and the Administrator from all further obligations under this Plan
with respect to the Participant, and that Participant’s Plan Agreement
shall terminate upon such full payment of benefits. 










ARTICLE 11.

Leaves of Absence



	
11.1
	
Paid Leave of Absence.    If a Participant is
authorized by the Participant’s Employer to take a paid leave of absence
from the employment of the Employer, (i) the Participant shall continue to be
considered eligible for the benefits provided in Articles 4, 5, 6, 7, 8, or 9 in
accordance with the provisions of those Articles, and (ii) the Annual Deferral
Amount and any previously elected deferrals of Restricted Stock shall
continue to be withheld during such paid leave of absence in accordance with
Section 3.3. 






	
11.2
	
Unpaid Leave of Absence.    If a Participant
is authorized by the Participant’s Employer to take an unpaid leave of
absence from the employment of the Employer for any reason, such Participant
shall continue to be eligible for the benefits provided in Articles 4, 5, 6, 7,
8, or 9 in accordance with the provisions of those Articles, and any previously
elected deferrals of Restricted Stock shall continue to be withheld during such
unpaid leave of absence in accordance with Section 3.3. However, the Participant
shall be excused from fulfilling his or her Annual Deferral Amount commitment
that would otherwise have been withheld during the remainder of the Plan Year in
which the unpaid leave of absence is taken. During the unpaid leave of absence,
the Participant shall not be allowed to make any additional deferral elections.
However, if the Participant returns to employment, the Participant may elect to
defer an Annual Deferral Amount and Restricted Stock Amount for the Plan Year
following his or her return to employment and for every Plan Year thereafter
while a Participant in the Plan, provided that such deferral elections are
otherwise allowed, and an Election Form is delivered to and accepted by the
Administrator for each such election in accordance with
Section 3.3.













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GREAT LAKES CHEMICAL CORPORATION

NONQUALIFIED DEFERRED COMPENSATION PLAN








ARTICLE 12.

Termination and Amendment



	
12.1
	
Termination.






	
 
	
(a)
	
Termination by Employer.    Each Employer reserves the right to
discontinue its participation in the Plan and/or to terminate the Plan at any
time with respect to any or all of its participating Employees by action of its
board of directors. The Employer shall give the Administrator notice of the
termination before its effective date.






	
 
	
(b)
	
Termination Distributions.    Upon a
termination pursuant to Subsection (a), the Account Balances of affected
Participants shall be paid to the Participants as follows: (i) if the Plan is
terminated with respect to all of an Employer’s Participants before a
Change in Control, the Employer shall have the right, in its sole discretion,
and notwithstanding any Participant election, to distributed such Accounts in a
lump sum or pursuant to either the Quarterly Installment Method or Annual
Installment Method over a period of up to 15 years; provided, however, the
maximum payment period with respect to a Participant under this Clause (i) shall
not extend beyond the last date on which the Participant would have received
payments if the Participant had incurred a Termination of Employment (or, if the
Participant has satisfied the requirements for Retirement, Retired) on the date
of Plan termination, and Plan not been terminated); or (ii) if the Plan is
terminated with respect to less than all of an Employer’s Participants
before a Change in Control, the Employer shall be required to distribute such
Accounts in a lump sum; or (iii) if the Plan is terminated with respect to some
or all of an Employer’s Participants after a Change in Control, the
Employer shall be required to distribute such Accounts in a lump sum. If a
benefit pursuant to this Section is payable as a lump sum, the payment shall be
based on the Participant’s Account Balance as of the last business day of
the month in which the Plan termination occurs, and the payment shall be made
within sixty (60) days after the Plan termination date. If a benefit pursuant to
this Section is payable under the Quarterly Installment Method or the Annual
Installment Method, the first installment shall be based on the
Participant’s Account Balance as of the last business day of the month in
which the termination occurs, and the first installment shall be paid within
sixty (60) days of the Plan termination date. Later installments shall be paid
as if the Participant had incurred a Termination of Employment or Retirement, as
applicable, on the Plan termination date.






	
 
	
(c)
	
Protected Rights.    Termination pursuant to
this Section shall not adversely affect any Participant or Beneficiary who has
become entitled to the payment of any benefits under the Plan as of the date of
termination; provided however, the Employer shall have the right to accelerate
installment payments, paying the vested Account Balance in a lump sum or
pursuant to either the Quarterly Installment Method or Annual Installment
Method.













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GREAT LAKES CHEMICAL CORPORATION

NONQUALIFIED DEFERRED COMPENSATION PLAN






	
12.2
	
Amendment.    To the extent that the Company reasonably deems such
action necessary to comply with applicable tax laws, the Company may amend the Plan at any
time, provided that such amendment does not reduce the Account Balance or vested Account
Balance of any Participant in the absence of the Participant’s (or
Beneficiary’s, if the Participant is deceased) prior written consent. Any Employer
may, at any time, amend the Plan in whole or in part with respect to that Employer by the
action of its board of directors or the designee of such board, provided, however, that no
amendment shall, without the prior written consent of the Participant (or Beneficiary of a
deceased Participant), adversely affect the Participant’s (or Beneficiary’s)
rights with respect to his Account Balance as of the date on which the Participant is
notified in writing of the amendment; provided, however, an Employer shall have the right
to amend the Plan to provide for the accelerated distribution of Account Balances). In
addition, no amendment of this Section 12.2 or Section 13.2 shall be effective. 






	
12.3
	
Effect of Payment.    The full payment of the Participant’s vested
Account Balance under Articles 4, 5, 6, 7, 8, or 9 shall completely discharge all
obligations to a Participant and his or her Beneficiaries, and the Participant’s Plan
Agreement shall terminate. 









ARTICLE 13.

Administration



	
13.1
	
Administrator’s Duties.    Except as
otherwise provided in this Article 13, this Plan shall be administered by the
Committee, which shall consist of the Board or such committee as the Board shall
appoint. Members of the Committee may be Participants. The Administrator shall
have the discretion and authority to (i) perform all duties and functions
delegated to it pursuant to the Plan, (ii) make, amend, interpret, and enforce
rules and regulations for the administration of the Plan, and (iii) decide
or resolve any and all questions, including interpretations of the Plan, as may
arise in connection with the Plan. Any individual serving on the Committee who
is a Participant shall not vote or act on any matter relating solely to himself
or herself. When making a determination or calculation, the Administrator shall
be entitled to rely on information furnished by a Participant or an Employer. In
performing its duties and functions, the Administrator shall have the fullest
discretion permitted by law, subject to the express limitations of the Plan. The
Administrator shall not be responsible for the payment of any benefits under the
Plan.













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GREAT LAKES CHEMICAL CORPORATION

NONQUALIFIED DEFERRED COMPENSATION PLAN






	
13.2
	
Administration Upon Change In Control.    For
purposes of this Plan, the Committee shall be the “Administrator” at
all times prior to the occurrence of a Change in Control. Within one hundred and
twenty (120) days following a Change in Control, an independent third party
“Administrator” may be selected by the individual who, immediately
prior to the Change in Control, was the Company’s Chief Executive Officer
or, if not so identified, the Company’s highest ranking officer at such
time (the “Ex-CEO”), and approved by the Trustee. The Committee, as
constituted immediately prior to the Change in Control, shall continue to be the
Administrator until the earlier of (i) the date on which such independent third
party is selected and approved, or (ii) the expiration of the one hundred and
twenty (120) day period following the Change in Control. If an independent third
party is not selected within one hundred and twenty (120) days of such Change in
Control, the Committee, as constituted immediately prior to the Change in
Control, shall continue as the Administrator. The Administrator shall have the
discretionary power to determine all questions arising in connection with the
administration of the Plan and the interpretation of the Plan and Trust
including, but not limited to benefit entitlement determinations; provided,
however, upon and after the occurrence of a Change in Control, the Administrator
shall have no power to direct the investment of Plan or Trust assets or select
any investment manager or custodial firm for the Plan or Trust. Upon and after
the occurrence of a Change in Control, the Company must (i) pay all reasonable
administrative expenses and fees of the Administrator; (ii) indemnify the
Administrator against any costs, expenses, and liabilities, including, without
limitation, attorney’s fees and expenses arising in connection with the
performance of the Administrator hereunder, except with respect to matters
resulting from the gross negligence or willful misconduct of the Administrator
or its employees or agents; and (iii) supply full and timely information to the
Administrator on all matters relating to the Plan, the Trust, the Participants
and their Beneficiaries, the Account Balances, the date and circumstances of the
Retirement, Disability, death, or Termination of Employment of the Participants,
and such other pertinent information as the Administrator may reasonably
require. Upon and after a Change in Control, the Administrator may be terminated
(and a replacement appointed) by the Trustee only with the approval of the
Ex-CEO. Upon and after a Change in Control, the Administrator may not be
terminated by the Company.






	
13.3
	
Agents.    In the administration of this Plan,
the Administrator may, from time to time, employ agents and delegate to them
such administrative duties as it sees fit (including acting through a duly
appointed representative) and may from time to time consult with counsel, who
may be counsel to any Employer.






	
13.4
	
Binding Effect of Decisions.    The decision
or action of the Administrator with respect to any question arising out of or in
connection with the administration, interpretation, and application of the Plan
and the rules and regulations promulgated hereunder shall be final and
conclusive and binding upon all persons having any interest in the Plan.







	
13.5
	
Indemnification of Committee.    All Employers
shall indemnify and hold harmless the members of the Committee and any Employee
to whom the duties of the Committee may be delegated against any and all claims,
losses, damages, expenses, or liabilities arising from any act or failure to act
with respect to this Plan, except in the case of willful misconduct by any such
person. 






	
13.6
	
Employer Information.    To enable the Administrator to perform its
functions, the Company and each Employer shall supply full and timely information to the
Administrator on all matters relating to the compensation of its Participants, the date
and circumstances of the Retirement, Disability, death, or Termination of Employment of
its Participants, and such other pertinent information as the Administrator may reasonably
require. 













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GREAT LAKES CHEMICAL CORPORATION

NONQUALIFIED DEFERRED COMPENSATION PLAN









ARTICLE 14.

Other Benefits and Agreements 


	
14.1
	
Coordination with Other Benefits.    The benefits provided for a
Participant and his or her Beneficiary under the Plan are in addition to any other
benefits available to such Participant under any other plan or program for employees of
the Participant’s Employer. The Plan shall supplement and shall not supersede or
modify any other such plan or program, except as may otherwise be expressly provided. 










ARTICLE 15.

Claims Procedures


	
15.1
	
Presentation of Claim.    Any Participant or
Beneficiary of a deceased Participant (such Participant or Beneficiary being
referred to below as a “Claimant”) may deliver to the Administrator a
written claim for a determination with respect to the amounts distributable to
such Claimant from the Plan. If such a claim relates to the contents of a notice
received by the Claimant, the claim must be made within sixty (60) days
after such notice was received by the Claimant. All other claims must be made
within 180 days of the date on which the event that caused the claim to
arise occurred. The claim must state with particularity the determination
desired by the Claimant. 










	
15.2
	
Notification of Decision.    The Administrator
shall consider a Claimant’s claim within a reasonable time, but no later
than ninety (90) days after receiving the claim. If the Administrator determines
that special circumstances require an extension of time for processing the
claim, written notice of the extension shall be furnished to the Claimant prior
to the termination of the initial ninety (90) day period. In no event shall such
extension exceed a period of ninety (90) days from the end of the initial
period. The extension notice shall indicate the special circumstances requiring
an extension of time and the date by which the Administrator expects to render
the benefit determination. The Administrator shall notify the Claimant in
writing: 






	
 
	
(a)
	
that the Claimant’s requested determination has been made, and that the
claim has been allowed in full; or






	
 
	
(b)
	
that the Administrator has denied the Claimant’s requested determination in
whole or in part, stating in a manner calculated to be understood by the
Claimant:






	
 
	
 
	
(i)
	
the specific reason(s) for the denial of the claim, or any part of
it;






	
 
	
 
	
(ii)
	
specific reference(s) to pertinent provisions of the Plan upon which such denial
was based;






	
 
	
 
	
(iii)
	
a description of any additional material or information necessary for the
Claimant to perfect the claim, and an explanation of why such material or
information is necessary;













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GREAT LAKES CHEMICAL CORPORATION

NONQUALIFIED DEFERRED COMPENSATION PLAN







	
 
	
 
	
(iv)
	
an explanation of the claim review procedure set forth in Section 15.3;
and






	
 
	
 
	
(v)
	
a statement of the Claimant’s right to bring a civil action under ERISA
Section 502(a) following an adverse benefit determination on
review.






	
15.3
	
Review of a Denied Claim.    On or before
sixty (60) days after receiving a notice from the Administrator that a
claim has been denied, in whole or in part, a Claimant (or the Claimant’s
duly authorized representative) may file with the Administrator a written
request for a review of the denial of the claim. The Claimant (or the
Claimant’s duly authorized representative):






	
 
	
(a)
	
may, upon request and free of charge, have reasonable access to, and copies of,
all documents, records and other information relevant to the claim for
benefits;






	
 
	
(b)
	
may submit written comments or other documents; and/or






	
 
	
(c)
	
may request a hearing, which the Administrator, in its sole discretion, may
grant.






	
15.4
	
Decision on Review.    The Administrator shall
render its decision on review promptly, and no later than sixty (60) days
after the Administrator receives the Claimant’s written request for a
review of the claim denial. If the Administrator determines that special
circumstances require an extension of time for processing the claim, written
notice of the extension shall be furnished to the Claimant prior to the
termination of the initial sixty (60) day period. In no event shall such
extension exceed a period of sixty (60) days from the end of the initial period.
The extension notice shall indicate the special circumstances requiring an
extension of time and the date by which the Administrator expects to render its
decision. In rendering its decision, the Administrator shall take into account
all comments, documents, records and other information submitted by the Claimant
relating to the claim, without regard to whether such information was submitted
or considered in the initial benefit determination. The decision must be written
in a manner calculated to be understood by the Claimant, and it must contain:
(i) specific reasons for the decision; (ii) specific reference(s) to the
pertinent Plan provisions upon which the decision was based; (iii) a statement
that the Claimant is entitled to receive, upon request and free of charge,
reasonable access to and copies of, all documents, records, and other
information relevant (as determined under applicable ERISA regulations) to the
Claimant’s claim; and (iv) a statement of the Claimant’s right to
bring a civil action under ERISA Section 502(a).






	
15.5
	
Legal Action.    A Claimant’s compliance
with the foregoing provisions of this Article 15 is a mandatory
prerequisite to a Claimant’s right to commence any legal action with
respect to any claim for benefits under this Plan.













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GREAT LAKES CHEMICAL CORPORATION

NONQUALIFIED DEFERRED COMPENSATION PLAN










ARTICLE 16.

Trust


	
16.1
	
Establishment of the Trust.    To provide
assets from which to fulfill the obligations of the Participants and
Beneficiaries, the Company may establish a trust by a trust agreement with a
third party, the trustee, to which each Employer may, in its discretion,
contribute cash or other property, including securities issued by the Company,
to provide for the benefit payments under the Plan (“Trust”).







	
16.2
	
Interrelationship of the Plan and the
Trust.    The provisions of the Plan and the Plan
Agreement shall govern the rights of a Participant to receive distributions
pursuant to the Plan. The provisions of the Trust shall govern the rights of the
Employers, Participants, and the creditors of the Employers to the assets
transferred to the Trust. Each Employer shall at all times remain liable to
carry out its obligations under the Plan.






	
16.3
	
Distributions From the Trust.    Each
Employer’s obligations under the Plan may be satisfied with Trust assets
distributed pursuant to the terms of the Trust, and any such distribution shall
reduce the Employer’s obligations under this Plan.










ARTICLE 17.

Miscellaneous Provisions


	
17.1
	
Status of Plan.    The Plan is intended to be
a plan that is not qualified within the meaning of Code Section 401(a) and that
“is unfunded and is maintained by an employer primarily for the purpose of
providing deferred compensation for a select group of management or highly
compensated employees within the meaning of ERISA Sections 201(2), 301(a)(3),
and 401(a)(1). The Plan shall be administered and interpreted to the extent
possible in a manner consistent with that intent. 






	
17.2
	
Unsecured General Creditor.    Participants
and their Beneficiaries, heirs, successors, and assigns shall have no legal or
equitable rights, interests, or claims in any property or assets of an Employer.
For purposes of the payment of benefits under this Plan, any and all of an
Employer’s assets shall be, and remain, the general, unpledged unrestricted
assets of the Employer. An Employer’s obligation under the Plan shall be
merely that of an unfunded and unsecured promise to pay money in the
future.






	
17.3
	
Source of Payments.    Except to the extent
that a benefit is paid by the Trust, each Employer shall be solely responsible
for the payment of benefits under the Plan with respect to Participants in its
employ; provided, however, any shares of Stock distributed from a
Participant’s Restricted Stock Account and any amounts representing a
distribution of the Participant’s Restricted Stock Dividend Account shall
be the sole responsibility of the Company. Neither the Administrator nor any
other person shall be responsible for the payment or funding of benefits under
the Plan. An Employer’s liability for the payment of benefits shall be
defined only by the Plan and the Plan Agreement, as entered into between the
Employer and a Participant. An Employer shall have no obligation to a
Participant under the Plan except as expressly provided in the Plan and his or
her Plan Agreement. 






	
17.4
	
Nonassignability.    Neither a Participant nor
any other person shall have any right to commute, sell, assign, transfer,
pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate,
alienate, or convey in advance of actual receipt the amounts, if any, payable
hereunder, or any part thereof, which amounts and the rights thereto are
unassignable and non-transferable. No part of the amounts payable hereunder
shall, prior to actual payment, be subject to seizure, attachment, garnishment,
or sequestration for the payment of any debts, judgments, alimony, or separate
maintenance owed by a Participant or any other person, be transferable by
operation of law in the event of a Participant’s or any other person’s
bankruptcy or insolvency or (except as expressly provided in Section 17.15) be
transferable to a spouse as a result of a property settlement or
otherwise.













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GREAT LAKES CHEMICAL CORPORATION

NONQUALIFIED DEFERRED COMPENSATION PLAN






	
17.5
	
Not a Contract of Employment.    The terms and
conditions of the Plan shall not be deemed to constitute a contract of
employment between any Employer and the Participant. Such employment is hereby
acknowledged to be an “at will” employment relationship that can be
terminated at any time for any reason, or no reason, with or without cause, and
with or without notice, unless expressly provided otherwise in a written
employment agreement. Nothing in this Plan shall be deemed to give a Participant
the right to be retained in the service of any Employer or to interfere with the
right of any Employer to discipline or discharge the Participant at any
time.






	
17.6
	
Furnishing Information.    A Participant or
his or her Beneficiary shall cooperate with the Administrator by furnishing any
and all information requested by the Administrator and taking such other actions
as may reasonably be requested to facilitate the administration of the Plan and
the payment of benefits hereunder, including but not limited to taking such
physical examinations as the Administrator may deem necessary.







	
17.7
	
Terms.    Whenever a word is used herein in
the masculine, it shall be construed as including the feminine, and vice versa,
unless the context clearly requires otherwise; and whenever a word is used in
the singular, it shall be construed as including the plural, and vice versa,
unless the context clearly requires otherwise.






	
17.8
	
Captions.    The captions of the articles,
sections, and subsections of the Plan are for convenience only and shall not
control or affect the meaning or construction of any of its provisions.







	
17.9
	
Governing Law.    Subject to ERISA, the
provisions of the Plan shall be construed and interpreted according to the
internal laws of the State of Indiana without regard to its conflicts of laws
principles.






	
17.10
	
Notice.    Any notice or filing required or
permitted to be given to a Participant or Beneficiary under the Plan shall be
sufficient if in writing and hand-delivered, or sent by mail, to the last known
address of the Participant or Beneficiary. 






	
17.11
	
Successors.    The provisions of this Plan
shall bind and inure to the benefit of the Participant’s Employer and its
successors and assigns, the Participant, and (if the Participant is deceased)
the Participant’s Beneficiary. 











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GREAT LAKES CHEMICAL CORPORATION

NONQUALIFIED DEFERRED COMPENSATION PLAN






	
17.12
	
Spouse’s Interest.    The interest in the
benefits hereunder of a Participant’s spouse who has predeceased the
Participant shall automatically pass to the Participant and shall not be
transferable by such spouse in any manner, including but not limited to such
spouse’s will, nor shall such interest pass under the laws of intestate
succession.






	
17.13
	
Validity.    If any provision of this Plan
shall be found by a court of competent jurisdiction to be illegal or invalid for
any reason, said illegality or invalidity shall not affect the remaining parts
hereof, but this Plan shall be construed and enforced as if such illegal or
invalid provision had never been included herein. 






	
17.14
	
Payments for the Benefit of Incompetent
Persons.    If the Administrator determines that a
benefit under this Plan is to be paid to a minor, a person declared incompetent,
or a person incapable of handling the disposition of his or her property, the
Administrator may, in its discretion, direct payment of such benefit to the
guardian, legal representative, or person having the care and custody of such
minor, incompetent, or incapable person. The Administrator may require proof of
minority, incompetence, incapacity, or guardianship, as it may deem appropriate
prior to distribution of the benefit. Any payment of a benefit hereunder shall
be a payment for the account of the Participant or Beneficiary, as the case may
be, and shall be a complete discharge of any liability under the Plan for such
payment amount. 






	
17.15
	
Court Order.    The Administrator is
authorized to cause the Company and/or Employer to make payments directed by
court order in any action in which the Plan or the Administrator has been named
as a party. In addition, if a court determines that a spouse or former spouse of
a Participant has an interest in the Participant’s benefits under the Plan
in connection with a property settlement or otherwise, the Administrator, in its
sole discretion, shall have the right, notwithstanding any election made by a
Participant, to cause the spouse’s or former spouse’s interest in the
Participant’s benefits under the Plan to be distributed immediately to that
spouse or former spouse. 






	
17.16
	
Distribution in the Event of Taxation.






	
 
	
(a)
	
In General.    If, for any reason, all or any
portion of a Participant’s benefits under this Plan becomes taxable to the
Participant prior to receipt, the Participant may petition the Committee before
a Change in Control, or the trustee of the Trust after a Change in Control, for
a distribution of that portion of his or her benefit that has become taxable.
Upon the grant of such a petition, which grant shall not be unreasonably
withheld (and, after a Change in Control, shall be granted), the
Participant’s Employer shall distribute to the Participant immediately
available funds in an amount equal to the taxable portion of his or her benefit
(which amount shall not exceed a Participant’s unpaid vested Account
Balance). If the petition is granted, the tax liability distribution shall be
made within 90 days of the date on which the Participant’s petition is
granted. The Participant’s vested Account Balance shall be reduced to the
extent of any such distribution.













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GREAT LAKES CHEMICAL CORPORATION

NONQUALIFIED DEFERRED COMPENSATION PLAN






	
 
	
(b)
	
Trust.    If the Trust terminates in
accordance with its terms and benefits are distributed from the Trust to a
Participant in accordance therewith, the Participant’s vested Account
Balance shall be reduced to the extent of such distribution.






	
17.17
	
Deduction Limitation on Benefit
Payments.    If an Employer determines in good faith
prior to a Change in Control that there is a reasonable likelihood that any
compensation paid to a Participant for a taxable year of the Employer would not
be deductible by the Employer solely by reason of the limitation under Code
Section 162(m), then to the extent deemed necessary by the Employer to ensure
that the entire amount of any distribution to the Participant pursuant to this
Plan prior to the Change in Control is deductible, the Employer may defer all or
any portion of a distribution under this Plan. Any amounts deferred pursuant to
this limitation shall continue to be credited/debited with additional amounts in
accordance with Section 3.10 above. The amounts so deferred and amounts credited
thereon shall be distributed to the Participant or his or her Beneficiary (in
the event of the Participant’s death) at the earliest possible date, as
determined by the Employer in good faith, on which the deductibility of
compensation paid or payable to the Participant for the taxable year of the
Employer during which the distribution is made will not be limited by Section
162(m), or if earlier, the effective date of a Change in Control.
Notwithstanding anything to the contrary in this Plan, the Deduction Limitation
shall not apply to any distributions made after a Change in
Control.






	
17.18
	
Insurance.    The Employers, on their own
behalf or on behalf of the trustee of the Trust, and, in their sole discretion,
may apply for and procure insurance on the life of the Participant, in such
amounts and in such forms as the Trust may choose. The Employers or the trustee
of the Trust, as the case may be, shall be the sole owner and beneficiary of any
such insurance. The Participant shall have no interest whatsoever in any such
policy or policies, and at the request of the Employers shall submit to medical
examinations and supply such information and execute such documents as may be
required by the insurance company or companies to whom the Employers have
applied for insurance.






	
17.19
	
Legal Fees To Enforce Rights After Change in
Control.    The Company and each Employer are aware
that upon the occurrence of a Change in Control, the Board or the board of
directors of a Participant’s Employer (which might then be composed of new
members) or a shareholder of the Company or the Participant’s Employer, or
of any other person might then cause or attempt to cause the Company, the
Participant’s Employer, or the successor of either to refuse to comply with
its obligations under the Plan and might cause or attempt to cause the Company,
the Participant’s Employer, or the successor of either to institute, or may
institute, litigation seeking to deny Participants the benefits intended under
the Plan. In these circumstances, the purpose of the Plan could be frustrated.
Accordingly, if, following a Change in Control, it should appear to any
Participant that the Company, the Participant’s Employer, or any successor
corporation has failed to comply with any of its obligations under the Plan or
any agreement thereunder, or if the Company, such Employer, or any other person
takes any action to declare the Plan void or unenforceable or institutes any
litigation or other legal action designed to deny, diminish, or recover from any
Participant the benefits intended to be provided, then the Company and the
Participant’s Employer irrevocably authorize such Participant to retain
counsel of his or her choice at the expense of the Company and the
Participant’s Employer (who shall be jointly and severally liable) to
represent such Participant in connection with the initiation or defense of any
litigation or other legal action, whether by or against the Company, the
Participant’s Employer, or any director, officer, shareholder, or other
person affiliated with the Company, the Participant’s Employer, or any
successor thereto in any jurisdiction.













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GREAT LAKES CHEMICAL CORPORATION

NONQUALIFIED DEFERRED COMPENSATION PLAN







        IN WITNESS WHEREOF, the
Company’s duly authorized officer has signed this Plan document as of
December 18, 2003, to document the Company’s adoption of the
Plan.



	 	
Great Lakes Chemical Corporation







By:  /s/  Richard J. Kinsley

Title:  Senior Vice President, Human Resources















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GREAT LAKES CHEMICAL CORPORATION

NONQUALIFIED DEFERRED COMPENSATION PLAN







ADOPTION AGREEMENT 






        By signing below, the duly
authorized officer of Bio-Lab, Inc. has signed this Adoption Agreement to
indicate Bio-Lab, Inc.‘s adoption of the Great Lakes Chemical Corporation
Deferred Compensation Plan as a participating Employer, effective
January 1, 2004.



	 	
Bio-Lab, Inc.







By:  /s/  Larry J. Bloom

        (Signature)





December 17, 2003

        (Date)















- 36 -











GREAT LAKES CHEMICAL CORPORATION

NONQUALIFIED DEFERRED COMPENSATION PLAN







ADOPTION AGREEMENT 






        By signing below, the duly
authorized officer of WIL Research Laboratories, Inc. has signed this Adoption
Agreement to indicate WIL Research Laboratories, Inc.’s adoption of the
Great Lakes Chemical Corporation Deferred Compensation Plan as a participating
Employer, effective January 1, 2004.



	 	
WIL Research Laboratories, Inc.







By:  /s/  Karen Witte Duros

        (Signature)





December 18, 2003

        (Date)















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