-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FrT9biBAczLqB2AhBWIUihtwv7dOOKvhsCB1G8R40U3yVMEyTBA8caz74mbOvU6F w6EgvZtzBaZBBB86yklNGQ== 0000950124-96-000396.txt : 19960131 0000950124-96-000396.hdr.sgml : 19960131 ACCESSION NUMBER: 0000950124-96-000396 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960130 EFFECTIVENESS DATE: 19960218 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREAT LAKES CHEMICAL CORP CENTRAL INDEX KEY: 0000043362 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 951765035 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-00543 FILM NUMBER: 96508792 BUSINESS ADDRESS: STREET 1: ONE GREEAT LAKES BLVD CITY: WEST LAFAYETTE STATE: IN ZIP: 47906 BUSINESS PHONE: 3174976219 FORMER COMPANY: FORMER CONFORMED NAME: MCCLANAHAN OIL CO DATE OF NAME CHANGE: 19700925 FORMER COMPANY: FORMER CONFORMED NAME: GREAT LAKES OIL & CHEMICAL CO DATE OF NAME CHANGE: 19700925 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on January 30, 1996 Registration No. 33-_______ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GREAT LAKES CHEMICAL CORPORATION (Exact Name of Registrant as Specified in its Charter) DELAWARE TIN 95-17650351 (State or Other Jurisdiction of (I.R.S. Employer) Incorporation or Organization) (Identification No.) ONE GREAT LAKES BOULEVARD WEST LAFAYETTE, INDIANA 47906 (Address of Principal Executive Offices) (Zip Code) GREAT LAKES CHEMICAL CORPORATION SUPPLEMENTAL SAVINGS PLAN (Full Title of Plan) JOHN V. LACCI, ESQ., GENERAL COUNSEL GREAT LAKES CHEMICAL CORPORATION ONE GREAT LAKES BOULEVARD WEST LAFAYETTE, INDIANA 47906 (Name and Address of Agent for Service) Telephone Number, including Area Code, of Agent for Service: 317-497-6100 2 CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed Securities Amount Maximum Maximum Amount of to be to be Offering Price Aggregate Registration Registered Registered Per Share Offering Price Fee - ------------ ------------ ----------------- -------------------- -------------- Common 13,974 (2) $1,000,000.00 (3) $200.00 Stock Shares (1) of Great Lakes Chemical Corporation Participating Interests in the Plan (4)
_____________________________________ (1) The estimated maximum number of shares of common stock of Registrant (valued at $71.5625/share, the average of the high and low prices per share at which shares of Common Stock of Registrant were traded on the New York Stock Exchange on January 25, 1996) which could be purchased under the Plan with the estimated $1,000,000 maximum aggregate employee contributions to the Plan for the period January 30, 1996 through January 29, 1997. (2) Indeterminate. Shares are not used for accounting purposes under the Plan. (3) Estimated maximum employee contributions for the period January 30, 1996 through January 29, 1997. (4) Pursuant to Rule 416(c), this Registration Statement also covers an indeterminate amount of interests to be offered under the Plan. - 2 - 3 PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS Item 1. Plan Information * Item 2. Registrant Information * * Information required to be set out in the Section 10(a) prospectus by Part I Form S-8 is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended. - 3 - 4 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference. Great Lakes Chemical Corporation ("Registrant") incorporates herein by reference the following documents filed with the Securities and Exchange Commission: (a) Registrant's Annual Report on Form 10-K for the year ended December 31, 1994. (b) Registrant's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995, June 30, 1995 and September 30, 1995, respectively. All reports and other documents filed by Registrant pursuant to Section Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (referred to in this Registration Statement as the "Exchange Act") subsequently to the effective date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold, or which deregisters all securities remaining unsold, shall upon the filing thereof be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such reports and documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities. Not applicable. - 4 - 5 Item 6. Indemnification of Directors and Officers. Section 145 of the Delaware General Corporation Law authorizes a corporation to indemnify a person against expenses and certain liabilities incurred by him in connection with any proceeding in which he is involved by reason of his being or having been a director, officer, employee or agent of the corporation or it affiliates. Further, Article Ninth of Registrant's Certificate of Incorporation and Article VII of its By-Laws provide for indemnification, to the full extent permitted by said Law, of Registrant's directors and officers. Registrant maintains so-called "D & 0" liability insurance coverage, insuring it against loss resulting from discharge of such indemnification obligation, and insuring its directors and officers against liabilities against which they cannot be indemnified by Registrant (subject to certain exclusions). Reference is made to Undertaking C, infra, with respect to indemnification for liabilities arising under the Securities Act of 1933, as amended, required or per-mitted to directors, officers or persons controlling Registrant pursuant to the foregoing provisions. Item 7. Exemption from Registration Claimed Not Applicable. Item 8. Exhibits. The Index to the Exhibits attached to this Registration Statement is incorporated herein by reference. Item 9. Undertakings A. Undertaking pursuant to Rule 415: The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, - 5 - 6 represent a fundamental change in the information set forth in this registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any Liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. B. Undertaking relating to Documents Subsequently Filed by Registrant under the Securities Exchange Act of 1934 The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. C. Undertaking relating to Indemnification Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of Registrant pursuant to the foregoing provisions, or otherwise, Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Registrant of expense incurred or paid by a director, officer or controlling person of Registrant in the successful defense of any action, suit or - 6 - 7 proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, Registrant will, unless in the opinion of its counsel the matter has been settled by con-trolling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, as amended, Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Tippecanoe County, Indiana, on January 29, 1996. GREAT LAKES CHEMICAL CORPORATION By Robert B. McDonald --------------------------- Robert B. McDonald, President and Chief Executive Officer - 7 - 8 Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date set out below:
Signature Capacity Date - --------- -------- ---- Robert B. McDonald President, and Chief ) Executive Officer and ) Director ) ) Robert T. Jeffares Vice President, Finance ) and Chief Financial ) Officer ) ) Robert J. Smith Corporate Controller ) ) William H. Congleton Director ) January 29, 1996 ) John S. Day Director ) ) Thomas M. Fulton Director ) ) Martin M. Hale Director ) ) Louis E. Lataif Director ) ) Richard H. Leet Director )
The undersigned Steven D. Mead hereby executes this Regis-tration Statement on behalf of each of the officers and directors of Registrant whose names are listed above, pursuant to a power of attorney executed by each of said officers and directors and filed with the Securities and Exchange Commission. By: Steven D. Mead January 29, 1996 --------------------- Steven D. Mead Attorney in Fact - 8 - 9 THE PLAN. Pursuant to the requirements of the Securities Act of 1933, as amended, the Plan has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Tippecanoe County, Indiana, on January 29, 1996. John S. Day Director and member of ) Compensation and ) Incentive Committee ) Louis E. Lataif Director and member of ) Compensation and ) Incentive Committee ) Richard H. Leet Director and member of ) Compensation and ) Incentive Committee ) The undersigned Steven D. Mead hereby executes this Registration Statement on behalf of each of the persons whose names are listed above, who are directors of Registrant and members of the Compensation and Incentive Committee which administers the Plan, pursuant to a power of attorney executed by each of said directors and filed with the Securities and Exchange Commission. By: Steven D. Mead January 29, 1996 ----------------------- Steven D. Mead Attorney in Fact - 9 - 10 INDEX TO EXHIBITS Exhibit No. Title - ----------- ----- 4 Great Lakes Chemical Corporation Supplemental Savings Plan 23 Consent of Ernst & Young LLP, Independent Auditors Officers' and Directors' Power of Attorney Compensation and Incentive Committee Power of Attorney Certified copy of Corporate Resolution - 10 - EX-4 2 SUPPLEMENTAL SAVINGS PLAN 1 EXHIBIT 4 GREAT LAKES CHEMICAL CORPORATION SUPPLEMENTAL SAVINGS PLAN (Effective January 1, 1995) 2 TABLE OF CONTENTS
ARTICLE I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Establishment . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1.1 Establishment and Purpose . . . . . . . . . . . . 1 1.2 Applicability . . . . . . . . . . . . . . . . . . 1 1.3 Definitions . . . . . . . . . . . . . . . . . . . 1 ARTICLE II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Participation . . . . . . . . . . . . . . . . . . . . . . . . . . 2 2.1 Eligibility and Participation . . . . . . . . . . 2 2.2 Duration . . . . . . . . . . . . . . . . . . . . 2 ARTICLE III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . 3 3.1 Deferral Election . . . . . . . . . . . . . . . . 3 3.2 Matching Contribution . . . . . . . . . . . . . . 3 ARTICLE IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Participant's Accounts . . . . . . . . . . . . . . . . . . . . . 5 4.1 Participants' Accounts . . . . . . . . . . . . . 5 4.2 Interest on Accounts . . . . . . . . . . . . . . 5 4.3 Valuation of Accounts . . . . . . . . . . . . . . 6 4.4 Quarterly Reports . . . . . . . . . . . . . . . . 6 4.5 Investment Funds . . . . . . . . . . . . . . . . 6 ARTICLE V. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Payment of Deferred Compensation. . . . . . . . . . . . . . . . . 8 5.1 Payments Upon Retirement. . . . . . . . . . . . . . 8 5.2 Payment Upon Disability . . . . . . . . . . . . . . 8 5.3 Payments Upon Death . . . . . . . . . . . . . . . . 9 5.4 Payments Upon Financial Emergency . . . . . . . . . 9 5.5 Small Payment . . . . . . . . . . . . . . . . . . . 9 5.6 Beneficiaries . . . . . . . . . . . . . . . . . . . 9 ARTICLE VI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Funding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 6.1 Funding. . . . . . . . . . . . . . . . . . . . . . 11 ARTICLE V. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Amendment, Administration . . . . . . . . . . . . . . . . . . . . 12 7.1 Amendment and Termination. . . . . . . . . . . . . 12 7.2 Administration . . . . . . . . . . . . . . . . . . 12 7.3 Deduction of Taxes from Amounts Payable. . . . . . 12 7.4 Indemnification . . . . . . . . . . . . . . . . . 12 7.5 Expenses . . . . . . . . . . . . . . . . . . . . . 12 7.6 Claims . . . . . . . . . . . . . . . . . . . . . . 12
3 ARTICLE VIII . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 8.1 Interests not Transferable . . . . . . . . . . . . . . 13 8.2 Contract of Employment . . . . . . . . . . . . . . . . 13 8.3 Headings . . . . . . . . . . . . . . . . . . . . . . . 13 8.4 Invalidity . . . . . . . . . . . . . . . . . . . . . . 13 8.5 Law Governing . . . . . . . . . . . . . . . . . . . . . 13 Appendix A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
4 GREAT LAKES CHEMICAL CORPORATION SUPPLEMENTAL SAVINGS PLAN (EFFECTIVE JANUARY 1, 1995) ARTICLE I Establishment 1.1 Establishment and Purpose. Great Lakes Chemical Corporation (the "Company") hereby adopts the Great Lakes Chemical Corporation Supplemental Savings Plan (the "Plan"), effective January 1, 1995 (the "Effective Date"). The purpose of the Plan is to provide each Participant in the Plan with the benefits the Participant would have received under the Great Lakes Savings Plan, as amended, ("Savings Plan") except for the limitations on compensation and benefits imposed by various sections of the Internal Revenue Code of 1986, as amended, ("Code") or any successor thereto. The Plan works in conjunction with the Savings Plan to provide the Participants with the same benefits as a percentage of compensation that are available under the Savings Plan to those employees not affected by the Code Limitations. The Company and any entity which, with the approval of the Board of Directors of the Company, adopts the Plan shall be referred to hereinafter as "Employer." The Plan is intended to benefit a select group of management or highly compensated employees of the Employer. 1.2 Applicability. The provisions of the Plan shall apply only to a person who terminates employment with an Employer on or after the Effective Date and shall not apply to any person not in the active employment of an Employer on or after the Effective Date. 1.3 Definitions. Capitalized terms herein shall have the same meaning as the Savings Plan except as defined herein. 1 5 ARTICLE II Participation 2.1 Eligibility and Participation. Each person, who is (i) a Participant in the Savings Plan and whose right to contribute to or receive an allocation under the Savings Plan is reduced by the limitation on compensation imposed by Section 401(a)(17) of the Code, by the limitations on benefits imposed by Section 415(c) of the Code, by the limitations on pre-tax deferrals imposed by Section 401(k) of the Code and Section 402(g) of the Code, and by the limitations on matching contributions and after-tax contributions under Section 401(m) of the Code (such limitations are collectively referred to as the "Code Limitations"); and (ii) has been named by the Board of Directors of the Company as an eligible employee by having his or her name set forth in Appendix A to the Plan, shall become a Participant; provided, however, no person shall become a Participant prior to the date of execution of the Plan. (Each person who becomes a Participant shall be referred to hereinafter as a "Participant.") The Employer shall establish for each Participant a Deferred Compensation Account. 2.2 Duration. Any person who became a Participant shall continue to be a Participant as long as he is entitled to benefits hereunder. 2 6 ARTICLE III Contributions 3.1 Deferral Election. (a) Each Participant shall be entitled to make an annual advance written election to defer receipt of up to 15% of the Compensation otherwise payable to him by the Employer. Such Deferral Amount shall be expressed as a percentage of Compensation. The written election must be received not later than December 15, 1994 to be effective for the first calendar quarter of 1995. A Deferral Election once made shall remain in effect from calendar quarter to calendar quarter and from calendar year to calendar year until changed by the Participant. An election once made or deemed made for a calendar quarter shall not be revocable. A Participant may change and a new Participant may make his election for any future calendar quarter and following calendar quarters by giving advance written notice to the Committee not less than 30 days prior to the start of the calendar quarter for which the change is to be effective. (b) A Participant may elect to discontinue deferrals at anytime upon reasonable notice to the Committee. (c) A Deferral Amount Election under this Section 3.1 shall be made in conjunction with the Participant's pre-tax election under the Savings Plan, and the Employer shall deposit into the Savings Plan such amount of the Participant's Deferral Amount as is consistent with the provisions of the Savings Plan and with such administrative procedures of the Employer as it may implement from time to time to insure compliance with the requirements of the Savings Plan and the Code Limitations. (d) In the event any amounts under the Savings Plan must be distributed from the Savings Plan to the Participant, such amounts will not be credited to the Participant's Deferred Compensation Account in the Plan unless such amount will not be treated as taxable income to the Participant. 3.2 Matching Contribution. The Employer shall make a deemed contribution to a Participant's Deferred Compensation Account equal to the amount of Matching Contribution to which the Participant would have been entitled under the Savings Plan, had the Participant's Deferral Amount under this Plan been contributed to the Savings 3 7 Plan without regard to the Code Limitations. The Employer Matching Contribution shall be credited to the Participant's Deferred Compensation Account on the same date as matching contributions are credited to Participants' accounts under the Savings Plan. 4 8 ARTICLE IV Participant's Accounts 4.1 Participants' Accounts. The Committee shall create and maintain adequate records to disclose the interest in the Plan of each Participant and Beneficiary. Records shall be in the form of individual bookkeeping accounts, and credits and charges shall be made to those accounts pursuant to Article III and the following provisions of this Article IV. Each Participant shall have a separate Deferred Compensation Account.The Participant's interest in that portion of his Deferred Compensation Account attributable to the Participant's pre-tax contributions shall at all times be fully vested. The Participant's interest in that portion of his Deferred Compensation Account attributable to the Employer's matching contributions shall become vested in accordance with the Savings Plan; such that a Participant credited with the completed Years of Service shown below, as determined under the Savings Plan, shall be vested in the percentage of his Employer matching contribution as shown below:
Completed Years of Vested Interest in Service Matching Contributions Less than 2 0% 2 20% 3 40% 4 60% 5 80% 6 or more 100%
4.2 Interest on Accounts. Each Participant's Deferred Compensation Account shall be credited with earnings as provided in this section. (a) The Deferred Compensation Account of a Participant shall be credited with earnings and losses from the date it was established through the date the entire Deferred Compensation Account is distributed to the Participant or his Beneficiary. A Participant's Deferred Compensation Account shall be credited with earnings or charged with losses in accordance with procedures and at a rate adopted from time to time by the Committee. 5 9 (b) The Committee reserves the right, in its sole discretion, to increase or decrease the rate at which earnings are credited to Participants' accounts, but the earnings rate shall not be decreased for periods prior to such action. 4.3 Valuation of Accounts. The value of a Participant's Deferred Compensation Account as of any date shall equal the dollar amount of any deferrals and Employer contributions credited to the Deferred Compensation Account, adjusted for the earnings or losses deemed to be credited to the Deferred Compensation Account in accordance with Section 4.2 and decreased by the amount of any payments made from the Deferred Compensation Account to the Participant or his Beneficiary. Earnings, losses, contributions and distributions are credited or changed to the Deferred Compensation Account each regular business day, i.e., each day the New York Stock Exchange is open for business, in accordance with the procedures of the recordkeeper. 4.4 Quarterly Reports. Within 60 days following the end of each calendar quarter, the Committee shall provide to each Participant a written statement of the amount standing to his credit in the Deferred Compensation Account as of the end of that calendar quarter. 4.5 Investment Funds. (a) Notwithstanding Section 4.2, 4.3 and 4.4, the Committee, in its sole discretion, may elect to establish for each Participant an Employee owned separate investment account in the name of the Employer (Investment Fund) to assist the Employer in accumulating the assets needed to pay the promised benefits. In the event that a separate Investment Fund is established, the Committee may direct that the Participant's Deferred Compensation Accounts shall be invested through such Investment Fund in one or more investment funds to be determined from time to time by the Committee. The Committee shall direct the investment of a Participant's Deferred Compensation Account among the investment funds in the Investment Fund at its discretion, but the Committee may consult with the Participants as to the investment funds in which their Account should be invested. (b) In the event the Committee exercises its discretion as described above, a Participant's Deferred Compensation Account shall be credited with earnings or charged with losses in accordance with the investment funds in which such Investment Fund is invested. The Participant's Account shall be charged with 6 10 distributions and losses and credited with contributions and earnings in accordance with procedures adopted by the Committee in consultation with any manager of the Investment Funds. (c) Despite the establishment of an Investment Fund or of specific investment funds, a Participant shall have no claim to such specific assets and such funds shall serve merely as a mechanism for assisting the Employer in meeting its obligations under the Plan and measuring the value of a Participant's Account. 7 11 ARTICLE V Payment of Deferred Compensation 5.1 Payments Upon Retirement, (a) Except as provided in Section 5.5 or Subsection 5.1(b), upon a Participant's separation from service with the Employers, the vested portion of the Participant's Deferred Compensation Account shall be distributed to him in ten substantially equal annual installments, the sum of which shall equal (i) the value of the Participant's Deferred Compensation Account as of the date of his separation from service, plus (ii) the earnings that will accrue on the unpaid balance of the Deferred Compensation Account under Article IV during the payout period, less, (iii) any distributions from the Deferred Compensation Account. The first annual installment shall begin as soon as practicable following the recordkeeper's receipt of authorized instructions from the Committee to make the payments. In addition, the annual installments shall be redetermined each year as soon as practicable following the anniversary of the start of such payments. Annual installments shall be determined in accordance with the declining balance method, whereby each year's installment shall equal the product of the Participant's Deferred Compensation Account at the time of payment multiplied by the fraction of 1 over the number of remaining payments. (b) A Participant may elect to receive his Deferred Compensation Account in a single sum payment provided either such election is made not less than one year prior to the Participant's termination of employment with the Employer or in the event the election is made within such one year period, such lump sum distribution shall not be made earlier than the one year anniversary of the election of the lump sum. (c) Notwithstanding (a) or (b) above, the Committee may, in its sole and absolute discretion at any time after a Participant separates from service, distribute to the Participant the remaining balance in the Participant's Deferred Compensation Account. 5.2 Payment Upon Disability. If a Participant suffers a disability, within the meaning of the Employer's long-term disability plan, deferrals and matching contributions that otherwise 8 12 would have been credited to the Participant's Deferred Compensation Account under this Plan shall cease. The Participant's Deferred Compensation Account will continue to be credited with earnings under Article IV during the period of 60 days beyond the date deferrals and contributions cease, the Participant shall be treated for purposes of this Plan as if he had separated from service, and his Deferred Compensation Account shall be distributed pursuant to Section 5.1. 5.3 Payments Upon Death. If a Participant dies, his remaining Deferred Compensation Account shall be distributed to his Beneficiary in a single lump sum payment as soon as practicable after the Participant's death. The value of the Participant's Deferred Compensation Account shall be determined as of the valuation date that authorized distribution directions are received by the Plan's recordkeeper from the Committee. 5.4 Payments Upon Financial Emergency. A Participant, upon written petition to the Committee, may withdraw some or all of that portion of his Deferred Compensation Account that is attributable to the Participant's contribution (the portion of the Deferred Compensation Account attributable to contributions of the Employer is not available for financial emergencies) if the Committee, in its sole discretion, determines that the requested withdrawal is on account of an unforeseeable financial emergency and that the amount to be withdrawn does not exceed the amount necessary to satisfy the financial emergency. Withdrawals under this section shall not be permitted to the extent that the financial emergency may reasonably be relieved through (a) reimbursement or compensation by insurance or otherwise, (b) liquidation of the Participant's assets (to the extent liquidation would not in itself cause a financial hardship), or (c) suspension or cessation of deferrals under the Plan. For purposes of this section, an "unforeseeable financial emergency" means severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or his dependents; loss of the Participant's property due to casualty; or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the Participant's control. 5.5 Small Payment. Notwithstanding any other provision of this Plan, if the value of a Participant's Deferred Compensation Account, upon his separation from service does not exceed $15,000, the balance of his Deferred Compensation Account shall be distributed in the form of a single lump sum payment to the Participant. 5.6 Beneficiaries. A Participant's "Beneficiary" shall be the person or persons, including a trustee, designated in writing pursuant to practices of, or rules prescribed by, the 9 13 Committee, as the recipient of a benefit payable under the Plan following the Participant's death. To be effective, a Beneficiary designation must be filed with the Committee during the Participant's life on a form prescribed by the Committee; provided, however, that a finalized divorce or marriage (other than a common law marriage) shall automatically revoke a previously filed Beneficiary designation, unless in the case of divorce, the ex-spouse was not designated as Beneficiary or in the case of marriage, the Participant's new spouse is already the designated Beneficiary. If no person has been designated as the Participant's Beneficiary, if a Participant's Beneficiary designation has been revoked by marriage or divorce, or if no person designated as Beneficiary survives the Participant, the Participant's estate shall be his Beneficiary. 10 14 ARTICLE VI Funding 6.1 Funding. All benefits under this Plan shall be paid directly from the general funds of the Employer, and no special or separate fund shall be established and no other segregation of assets shall be made to assure payment. No Participant, spouse, or beneficiary shall have any right, title or interest whatever in or to any investments which Employer may make to aid the Employer in meeting its obligation hereunder. Nothing contained in this Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship, between an Employer and any Participant, spouse, or beneficiary of a Participant. Notwithstanding the foregoing, the Employer may at its sole discretion establish the Investment Fund described in Section 4.5 as a vehicle for accumulating the assets needed to pay the promised benefit. To the extent that any person acquires a right to receive payments from the Employer hereunder, such rights shall be no greater than the right of an unsecured creditor of the Employer. 11 15 ARTICLE VII Amendment, Administration 7.1 Amendment and Termination. The Company reserves the right at any time to modify, amend, or terminate the Plan, provided that the Company shall not cancel, reduce, or otherwise adversely affect the amount of benefits of any Participant credited as of the date of any such modification, amendment, or termination, without the consent of the Participant. 7.2 Administration. The Plan shall be administered by the Compensation Committee of the Board of Directors of the Company (the "Committee"), which shall be authorized to interpret the Plan, to adopt rules and practices concerning the administration of the Plan, to resolve questions concerning eligibility for the Plan, amounts credited to Deferred Compensation Accounts, timing of distributions, crediting of earnings and other matters regarding the administration of the Plan. 7.3 Deduction of Taxes from Amounts Payable. The Employer may deduct from the amount to be distributed under the Plan such amount as the Employer, in its sole discretion, deems proper for the payment of income, employment, death, succession, inheritance, or other taxes with respect to benefits under the Plan. 7.4 Indemnification. Each Employer shall indemnify and hold harmless each employee, officer, or director of an Employer to whom is delegated duties, responsibilities, and authority with respect to the Plan against all claims, liabilities, fines and penalties, and all expenses reasonably incurred by or imposed upon him (including but not limited to reasonable attorney fees) which arise as a result of his actions or failure to act in connection with the operation and administration of the Plan to the extent lawfully allowable and to the extent that such claim, liability, fine, penalty, or expense is not paid for by liability insurance purchased or paid for by an Employer. Notwithstanding the foregoing, an Employer shall not indemnify any person for any such amount incurred through any settlement or compromise of any action unless the Employer consents in writing to such settlement or compromise. 7.5 Expenses. The expenses of administering the Plan shall be paid by the Employer. 7.6 Claims. Claims for benefits shall be considered by the Committee in accordance with the claims procedures set forth in the Savings Plan. 12 16 ARTICLE VIII Miscellaneous 8.1 Interests not Transferable. Benefits payable under this Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution, or levy of any kind, either voluntary or involuntary, including any such liability which is for alimony or other payments for the support of a spouse or former spouse, or for any other relative of a Participant prior to actually being received by the person entitled to the benefit under the terms of the Plan, and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge, or otherwise dispose of any right to benefits payable hereunder shall be void. The Employer shall not in any manner be liable for, or subject to, the debts, contracts, liabilities, engagements, or torts of any person entitled to benefits hereunder. If any person shall attempt to, or shall alienate, sell, transfer, assign, pledge, or otherwise encumber his benefits under this Plan, or if by reason of his bankruptcy or other event happening at any time, such benefit would devolve upon any other person or would not be enjoyed by the person entitled thereto under the Plan, the Board of Directors of the Company, in its discretion, may terminate the interest in any such benefits of the person entitled thereof under the Plan and hold or apply them to or for the benefit of such person entitled thereto under the Plan or his spouse, children, or other dependents, or any of them, in such manner as the Board of Directors of the Company may deem proper. 8.2 Contract of Employment. Nothing contained herein shall be construed to constitute a contract of employment between a Participant and an Employer. 8.3 Headings. The headings of Articles and Sections are included solely for convenience of reference, and if there is any conflict between such headings and the text of this Plan, the text shall control. 8.4 Invalidity. If any provision of this Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof and the Plan shall be construed and enforced as if such provisions, to the extent invalid or unenforceable, had not been included. 8.5 Law Governing. The Plan shall be construed and enforced according to the laws of Indiana other than its laws respecting choice of law. 13 17 IN WITNESS WHEREOF, the Company has executed this Plan this 2nd day of December, 1994. GREAT LAKES CHEMICAL CORPORATION By: Robert B. McDonald ----------------------------- ATTEST: Steve D. Mead - --------------------------- 14 18 AMENDMENT NO. 1 TO GREAT LAKES CHEMICAL CORPORATION SUPPLEMENTAL SAVINGS PLAN (EFFECTIVE JANUARY 1, 1995) Great Lakes Chemical Corporation hereby adopts this Amendment No. 1 to the Great Lakes Chemical Corporation Supplemental Savings Plan (effective January 1, 1995). The provisions of this Amendment shall be effective as of January 1, 1995. 1. Section 4.5(a) of the Plan is hereby amended by deleting the first sentence of such Section and substituting in place thereof the following: Notwithstanding Section 4.2,4.3 and 4.4, the Committee, its sole discretion, may elect to establish on its books a separate investment account in the name of the Employer (Investment Fund) to assist the Employer in accumulating the assets needed to pay the promised benefits. IN WITNESS WHEREOF, the Company has executed this Amendment No. 1 to the Plan this 28 day of July, 1995. GREAT LAKES CHEMICAL CORPORATION By Robert B. McDonald ------------------------------ ATTEST: Steve D. Mead - ---------------------------- EX-23 3 CONSENT OF ERNST & YOUNG 1 EXHIBIT 23 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33- _____________________________) pertaining to Great Lakes Chemical Corporation 1995 Supplemental Savings Plan of our report dated January 30, 1995, with respect to the consolidated financial statements and schedule of Great Lakes Chemical Corporation incorporated by reference in the Annual Report (Form 10-K) for the year ended December 31, 1994 filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Indianapolis, IN January 29, 1996 EX-24 4 POWER OF ATTORNEY 1 EXHIBIT 24 POWER OF ATTORNEY The undersigned DIRECTORS and OFFICERS of GREAT LAKES CHEMICAL CORPORATION (the "Company") hereby designate and appoint RICHARD R. FERGUSON and STEVEN D. MEAD and either of them, as attorney for the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the Company and the undersigned, to prepare or cause to be prepared, to execute and file from time to time with the Securities and Exchange Commission, Washington, D.C. (the "Commission") (i) a registration statement or statements on Form S-8 or any other appropriate form or forms pursuant to the Securities Act of 1933, as amended (the "Act"), for the purpose of registering interests in the Great Lakes Chemical Corporation Supplemental Savings Plan (the "Plan"), and shares of common stock of the Company offered in connection therewith, and (ii) any and all amendments, including post-effective amendments, and exhibits to such annual report and registration statements, and any and all applications or other documents to be filed with the Commission or elsewhere pertaining to the securities to which such registration statement(s) relate(s), with full power and authority to take or cause to be taken all other action which in the judgment of such attorney may be necessary or appropriate to effect the registration under the Act of interests in the Plan, and shares of common stock of the Company offered in connection therewith. EXECUTED on the dates set forth below. William H. Congleton John S. Day - -------------------------------- --------------------------------- William H. Congleton, Director John S. Day, Director December 7, 1995 December 7, 1995 - -------------------------------- --------------------------------- Thomas F. Fulton Martin M. Hale - -------------------------------- --------------------------------- Thomas M. Fulton, Director Martin M. Hale, Director December 7, 1995 December 7, 1995 - -------------------------------- --------------------------------- 2 Louis E. Lataif - -------------------------------- --------------------------------- Leo H. Johnstone, Director Louis E. Lataif, Director , 1995 December 7, 1995 - -------------------------- --------------------------------- Richard H. Leet Robert B. McDonald - -------------------------------- --------------------------------- Richard H. Leet, Director Robert B. McDonald, Chief December 7, 1995 Executive Officer, - -------------------------------- President and Director December 7, 1995 --------------------------------- Robert T. Jeffares Robert J. Smith - ------------------------------- --------------------------------- Robert T. Jeffares, Executive Robert J. Smith, Corporate Vice-President and Controller Chief Financial Officer December 7, 1995 December 7, 1995 --------------------------------- - ------------------------------ 3 POWER OF ATTORNEY The undersigned members of the Compensation and Incentive Committee of the Board of Directors of Great Lakes Chemical Corporation, who serve as the Administrators of the Great Lakes Chemical Corporation Supplemental Savings Plan (the "Plan") hereby designate and appoint RICHARD R. FERGUSON and STEVEN D. MEAD and either of them, as attorney for the Plan and for the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the Plan and the undersigned, to prepare or cause to be prepared, to execute and file from time to time with the Securities and Exchange Commission, Washington, D.C. (the "Commission") (i) a registration statement or statements on Form S-8 or any other appropriate form or forms pursuant to the Securities Act of 1933, as amended (the "Act"), for the purpose of registering interests in the Great Lakes Chemical Corporation Supplemental Savings Plan (the "Plan"), and shares of common stock of the Company offered in connection therewith, (ii) any and all amendments, including post-effective amendments, and exhibits to such annual report and registration statements, and any and all applications or other documents to be filed with the Commission or elsewhere pertaining to the securities to which such registration statement(s) relate(s), and (iii) annual reports on Form 11-K for the fiscal year ended December 31, 1995 and each subsequent fiscal year for which an annual report is required to be filed by the Plan pursuant to the Securities Exchange Act of 1934, as amended, with full power and authority to take or cause to be taken all other action which in the judgment of such attorney may be necessary or appropriate to effect the registration under the Act of interests in the Plan, and shares of common stock of the Company offered in connection therewith. EXECUTED on the dates set forth below. 4 John S. Day - ------------------------------- --------------------------------- John S. Day Leo H. Johnstone December 7, 1995 , 1995 - ------------------------------- -------------------------- Louis E. Lataif Richard H. Leet - ------------------------------- --------------------------------- Louis E. Lataif Richard H. Leet December 7, 1995 December 7, 1995 - ------------------------------- --------------------------------- 5 GREAT LAKES CHEMICAL CORPORATION CERTIFIED BOARD RESOLUTIONS -------------------------------- The undersigned, Mary P. McClanahan, Corporate Secretary of Great Lakes Chemical Corporation (the "Corporation") hereby certifies that the following is a true and correct copy of resolutions duly adopted by the Board of Directors on December 7, 1995, and that such resolutions have not been amended, modified or rescinded. RESOLVED, that the signatures of the Corporation's President and Chief Executive Officer, Executive vice President and Chief Financial Officer, and Corporate Controller on behalf of the Corporation to the registration statement listed below and any amendments thereto and other documents related thereto required to be filed with the Securities and Exchange Commission (the "Commission") are hereby authorized to be signed on behalf of such officers and any of them by Richard R. Ferguson and Steven D. Mead and either of them is Messrs. Ferguson and Mead shall have been granted the power to so sign pursuant to a power or powers of attorney duly executed by such officers. Commission Filing Registration Statement on Form S-8 for the purpose of registering interests in the Great Lakes Chemical Corporation Supplemental Savings Plan and share of common stock of the Corporation offered in connection therewith. FURTHER RESOLVED, that certified copies of the immediately preceding resolutions may be filed with the Commission as exhibits to the registration statement referred to in such resolutions and any amendments thereto. IN WITNESS WHEREOF, I have hereunto subscribed my name this twelfth day of December, 1995. Mary P. McClanahan ----------------------------- Mary P. McClanahan Corporate Secretary -----END PRIVACY-ENHANCED MESSAGE-----