EXHIBIT (10)(IV) GREAT LAKES CHEMICAL CORPORATION NONQUALIFIED DEFERRED COMPENSATION PLAN

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Exhibit (10)(iv)

       







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		9
2.1		Selection by Administrator		9
2.2		Enrollment Requirements		9
2.3		Commencement of Participation		9
2.4		Termination of Participation and/or Deferrals		9
Article 3.		Credits to Accounts and Vesting		9
3.1		Minimum Deferrals		9
3.2		Maximum Deferral		10
3.3		Deferral Elections		10
3.4		Withholding and Crediting of Annual Deferral Amounts		11
3.5		Crediting of Prior Plan Amount		11
3.6		Crediting of Employer Contribution Amounts		11
3.7		Crediting of Employer Restoration Matching Amounts		11
3.8		Crediting of Restricted Stock Amounts		11
3.9		Vesting		12
3.10		Crediting/Debiting of Account Balances		12
3.11		FICA and Other Taxes		14
Article 4.		In-Service Distributions		14
4.1		Elected In-Service Distributions		14
4.2		Other Benefits Take Precedence Over In-Service Distributions		15
4.3		Distributions on Account of Unforeseeable Financial Emergencies		15
Article 5.		Change in Control Benefit		16
5.1		Change in Control Benefit		16
Article 6.		Retirement Benefits		16
6.1		Retirement Benefit		16
6.2		Payment of Retirement Benefit		16
Article 7.		Termination Benefits		17
7.1		Termination Benefit		17
7.2		Payment of Termination Benefit		17
Article 8.		Disability Waiver and Benefits		17
8.1		Disability Waiver		17
8.2		Disability Benefit		17
Article 9.		Survivor Benefits		18
9.1		Survivor Benefit		18
9.2		Payment of Survivor Benefit		18
Article 10.		Beneficiary Designations		18
10.1		Beneficiary		18
10.2		Beneficiary Designation; Change of Beneficiary Designation; Spousal Consent		19
10.3		Acknowledgment		19
10.4		No Beneficiary Designation		19

10.5		Doubt as to Beneficiary		19
10.6		Discharge of Obligations		19
Article 11.		Leaves of Absence		19
11.1		Paid Leave of Absence		19
11.2		Unpaid Leave of Absence		19
Article 12.		Termination and Amendment		20
12.1		Termination		20
12.2		Amendment		20
12.3		Effect of Payment		21
Article 13.		Administration		21
13.1		Administrator's Duties		21
13.2		Administration Upon Change In Control		21
13.3		Agents		21
13.4		Binding Effect of Decisions		22
13.5		Indemnification of Committee		22
13.6		Employer Information		22
Article 14.		Other Benefits and Agreements		23
14.1		Coordination with Other Benefits		23
Article 15.		Claims Procedures		23
15.1		Presentation of Claim		23
15.2		Notification of Decision		23
15.3		Review of a Denied Claim		23
15.4		Decision on Review		23
15.5		Legal Action		23
Article 16.		Trust		23
16.1		Establishment of the Trust		23
16.2		Interrelationship of the Plan and the Trust		23
16.3		Distributions From the Trust		23
Article 17.		Miscellaneous Provisions		23
17.1		Status of Plan		23
17.2		Unsecured General Creditor		23
17.3		Source of Payments		23
17.4		Nonassignability		23
17.5		Not a Contract of Employment		23
17.6		Furnishing Information		23
17.7		Terms		23
17.8		Captions		23
17.9		Governing Law		23
17.10		Notice		23

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17.11		Successors		23
17.12		Spouse's Interest		23
17.13		Validity		23
17.14		Payments for the Benefit of Incompetent Persons		23
17.15		Court Order		23
17.16		Distribution in the Event of Taxation		23
17.17		Deduction Limitation on Benefit Payments		23
17.18		Insurance		23
17.19		Legal Fees To Enforce Rights After Change in Control		23

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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.

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.

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.

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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);

(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

3

 

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.

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.

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

4

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;

(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;

5

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.

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

6

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

(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.

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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.

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.

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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.

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:

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:

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        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.

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:

(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:

(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.

(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

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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 Ann