CHEMTURA
CORPORATION

     

    


     

    


     

    SUPPLEMENTAL
SAVINGS PLAN

     

    


     

    


     

    


     

    Effective
January 1, 2005

     

    As
amended and restated January 1, 2009

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      TABLE
OF CONTENTS

       

      

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          	 
      	 
      	
                                                                                                                  Page

                                                                                                                
	 
      	 
      	 
      
	
                                                                                                                      1.1

                                                                                                                	
                                                                                                                    “Account”

                                                                                                                	
                                                                                                                  1

                                                                                                                
	
                                                                                                                      1.2

                                                                                                                	
                                                                                                                    “Beneficiary”

                                                                                                                	
                                                                                                                  1

                                                                                                                
	
                                                                                                                      1.3

                                                                                                                	
                                                                                                                    “Board” or “Board
      of Directors”

                                                                                                                	
                                                                                                                  1

                                                                                                                
	
                                                                                                                      1.4

                                                                                                                	
                                                                                                                    “Bonus
      Deferral”

                                                                                                                	
                                                                                                                  1

                                                                                                                
	
                                                                                                                      1.5

                                                                                                                	
                                                                                                                    “Bonus Deferrals
      Account”

                                                                                                                	
                                                                                                                  1

                                                                                                                
	
                                                                                                                      1.6

                                                                                                                	
                                                                                                                    “CESP”

                                                                                                                	
                                                                                                                  2

                                                                                                                
	
                                                                                                                      1.7

                                                                                                                	
                                                                                                                    “Change in
      Control”

                                                                                                                	
                                                                                                                  2

                                                                                                                
	
                                                                                                                      1.8

                                                                                                                	
                                                                                                                    “Code”

                                                                                                                	
                                                                                                                  2

                                                                                                                
	
                                                                                                                      1.9

                                                                                                                	
                                                                                                                    “Committee”

                                                                                                                	
                                                                                                                  2

                                                                                                                
	
                                                                                                                      1.10

                                                                                                                	
                                                                                                                    “Compensation”

                                                                                                                	
                                                                                                                  2

                                                                                                                
	
                                                                                                                      1.11

                                                                                                                	
                                                                                                                    “Disability”

                                                                                                                	
                                                                                                                  3

                                                                                                                
	
                                                                                                                      1.12

                                                                                                                	
                                                                                                                    “Corporation”

                                                                                                                	
                                                                                                                  3

                                                                                                                
	
                                                                                                                      1.13

                                                                                                                	
                                                                                                                    “Effective
      Date”

                                                                                                                	
                                                                                                                  3

                                                                                                                
	
                                                                                                                      1.14

                                                                                                                	
                                                                                                                    “Eligible
      Employee”

                                                                                                                	
                                                                                                                  3

                                                                                                                
	
                                                                                                                      1.15

                                                                                                                	
                                                                                                                    “Key
      Employee”

                                                                                                                	
                                                                                                                  3

                                                                                                                
	
                                                                                                                      1.16

                                                                                                                	
                                                                                                                    “Matching
      Contributions”

                                                                                                                	
                                                                                                                  3

                                                                                                                
	
                                                                                                                      1.17

                                                                                                                	
                                                                                                                    “Matching
      Contributions Account”

                                                                                                                	
                                                                                                                  3

                                                                                                                
	
                                                                                                                      1.18

                                                                                                                	
                                                                                                                    “Participant”

                                                                                                                	
                                                                                                                  3

                                                                                                                
	
                                                                                                                      1.19

                                                                                                                	
                                                                                                                    “Participating
      Employer”

                                                                                                                	
                                                                                                                  3

                                                                                                                
	
                                                                                                                      1.20

                                                                                                                	
                                                                                                                    “Plan”

                                                                                                                	
                                                                                                                  3

                                                                                                                
	
                                                                                                                      1.21

                                                                                                                	
                                                                                                                    “Plan
      Year”

                                                                                                                	
                                                                                                                  3

                                                                                                                
	
                                                                                                                      1.22

                                                                                                                	
                                                                                                                    “Qualified
      Plans”

                                                                                                                	
                                                                                                                  3

                                                                                                                
	
                                                                                                                      1.23

                                                                                                                	
                                                                                                                    “Rabbi
      Trust”

                                                                                                                	
                                                                                                                  3

                                                                                                                
	
                                                                                                                      1.24

                                                                                                                	
                                                                                                                    “Separation from
      Service”

                                                                                                                	
                                                                                                                  3

                                                                                                                
	
                                                                                                                      1.25

                                                                                                                	
                                                                                                                    “Valuation
      Date”

                                                                                                                	
                                                                                                                  4

                                                                                                                
	
                                                                                                                      1.26

                                                                                                                	
                                                                                                                    “401(k)
      Contribution”

                                                                                                                	
                                                                                                                  4

                                                                                                                
	
                                                                                                                      1.27

                                                                                                                	
                                                                                                                    “401(k)
      Contribution Account”

                                                                                                                	
                                                                                                                  4

                                                                                                                
	
                                                                                                                      1.28

                                                                                                                	
                                                                                                                    “401(k)
      Limitation”

                                                                                                                	
                                                                                                                  4

                                                                                                                
	
                                                                                                                   

                                                                                                                	 	 
	
                                                                                                                  ARTICLE
      2

                                                                                                                	
                                                                                                                      PARTICIPATION

                                                                                                                	
                                                                                                                  4

                                                                                                                
	 	 	 
	
                                                                                                                      2.1

                                                                                                                	
                                                                                                                    Eligible
      Class

                                                                                                                	
                                                                                                                  4

                                                                                                                
	
                                                                                                                      2.2

                                                                                                                	
                                                                                                                    Commencement of
      Participation

                                                                                                                	
                                                                                                                  4

                                                                                                                
	
                                                                                                                      2.3

                                                                                                                	
                                                                                                                    Participation

                                                                                                                	
                                                                                                                  4

                                                                                                                
	
                                                                                                                   

                                                                                                                	 	 
	
                                                                                                                  ARTICLE
      3

                                                                                                                	
                                                                                                                      PARTICIPANT
      CONTRIBUTIONS AND MAXIMUM AMOUNTS

                                                                                                                	
                                                                                                                  4

                                                                                                                
	 	 	 
	
                                                                                                                      3.1

                                                                                                                	
                                                                                                                    401(k)
      Contributions

                                                                                                                	
                                                                                                                  4

                                                                                                                
	
                                                                                                                      3.2

                                                                                                                	
                                                                                                                    Bonus
      Deferral

                                                                                                                	
                                                                                                                  5

                                                                                                                
	
                                                                                                                      3.3

                                                                                                                	
                                                                                                                    Change in
      Compensation

                                                                                                                	
                                                                                                                  5

                                                                                                                
	
                                                                                                                      3.4

                                                                                                                	
                                                                                                                    Cessation of
      Contributions

                                                                                                                	
                                                                                                                  5

                                                                                                                
	
                                                                                                                      3.5

                                                                                                                	
                                                                                                                    Participant
      Contributions

                                                                                                                	
                                                                                                                  6

                                                                                                                


                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        -i-

        
          

        

      

      
        
        

      

    

    
      

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                          
                                                                                                                            
                                                                                                                              
                                                                                                                                
                                                                                                                                  
                                                                                                                                    
                                                                                                                                      
                                                                                                                                        	 
      	 
      	
                                                                                                                                                Page

                                                                                                                                              
	
                                                                                                                                                 

                                                                                                                                              	 	 
	
                                                                                                                                                ARTICLE
      4

                                                                                                                                              	
                                                                                                                                                    MATCHING
      CONTRIBUTIONS

                                                                                                                                              	
                                                                                                                                                6

                                                                                                                                              
	 	 	 
	
                                                                                                                                                    4.1

                                                                                                                                              	
                                                                                                                                                  Matching
      Contributions

                                                                                                                                              	
                                                                                                                                                6

                                                                                                                                              
	
                                                                                                                                                    4.2

                                                                                                                                              	
                                                                                                                                                  Crediting Matching
      Contributions

                                                                                                                                              	
                                                                                                                                                6

                                                                                                                                              
	
                                                                                                                                                 

                                                                                                                                              	 	 
	
                                                                                                                                                ARTICLE
      5

                                                                                                                                              	
                                                                                                                                                    INVESTMENT,
      VALUATION AND DISTRIBUTION OF ACCOUNTS

                                                                                                                                              	
                                                                                                                                                6

                                                                                                                                              
	 	 	 
	
                                                                                                                                                    5.1

                                                                                                                                              	
                                                                                                                                                  Investment of
      Accounts

                                                                                                                                              	
                                                                                                                                                6

                                                                                                                                              
	
                                                                                                                                                    5.2

                                                                                                                                              	
                                                                                                                                                  Valuation of
      Accounts

                                                                                                                                              	
                                                                                                                                                7

                                                                                                                                              
	
                                                                                                                                                    5.3

                                                                                                                                              	
                                                                                                                                                  Distribution of
      Accounts

                                                                                                                                              	
                                                                                                                                                7

                                                                                                                                              
	
                                                                                                                                                    5.4

                                                                                                                                              	
                                                                                                                                                  Subsequent
      Election

                                                                                                                                              	
                                                                                                                                                7

                                                                                                                                              
	
                                                                                                                                                    5.5

                                                                                                                                              	
                                                                                                                                                  Involuntary
      Distributions

                                                                                                                                              	
                                                                                                                                                8

                                                                                                                                              
	
                                                                                                                                                    5.6

                                                                                                                                              	
                                                                                                                                                  Change in
      Control

                                                                                                                                              	
                                                                                                                                                8

                                                                                                                                              
	 	 	 
	
                                                                                                                                                ARTICLE
      6

                                                                                                                                              	
                                                                                                                                                    VESTING

                                                                                                                                              	
                                                                                                                                                8

                                                                                                                                              
	 	 	 
	
                                                                                                                                                ARTICLE
      7

                                                                                                                                              	
                                                                                                                                                    ADMINISTRATION

                                                                                                                                              	
                                                                                                                                                8

                                                                                                                                              
	 	 	 
	
                                                                                                                                                ARTICLE
      8

                                                                                                                                              	
                                                                                                                                                    FUNDING

                                                                                                                                              	
                                                                                                                                                9

                                                                                                                                              
	 	 	 
	
                                                                                                                                                ARTICLE
      9

                                                                                                                                              	
                                                                                                                                                    AMENDMENT AND
      TERMINATION

                                                                                                                                              	
                                                                                                                                                9

                                                                                                                                              
	 	 	 
	
                                                                                                                                                ARTICLE
      10

                                                                                                                                              	
                                                                                                                                                    GENERAL
      PROVISIONS

                                                                                                                                              	
                                                                                                                                                9

                                                                                                                                              
	 	 	 
	
                                                                                                                                                    10.1

                                                                                                                                              	
                                                                                                                                                  Section
      409A

                                                                                                                                              	
                                                                                                                                                9

                                                                                                                                              
	
                                                                                                                                                    10.2

                                                                                                                                              	
                                                                                                                                                  Withholding
      Taxes

                                                                                                                                              	
                                                                                                                                                10

                                                                                                                                              
	
                                                                                                                                                    10.3

                                                                                                                                              	
                                                                                                                                                  Payment to Minors
      and Incompetents

                                                                                                                                              	
                                                                                                                                                10

                                                                                                                                              
	
                                                                                                                                                    10.4

                                                                                                                                              	
                                                                                                                                                  No
      Contract

                                                                                                                                              	
                                                                                                                                                10

                                                                                                                                              
	
                                                                                                                                                    10.5

                                                                                                                                              	
                                                                                                                                                  Use of Masculine
      and Feminine; Singular and Plural

                                                                                                                                              	
                                                                                                                                                10

                                                                                                                                              
	
                                                                                                                                                    10.6

                                                                                                                                              	
                                                                                                                                                  Non-Alienation of
      Benefits

                                                                                                                                              	
                                                                                                                                                10

                                                                                                                                              
	
                                                                                                                                                    10.7

                                                                                                                                              	
                                                                                                                                                  Governing
      Law

                                                                                                                                              	
                                                                                                                                                10

                                                                                                                                              
	
                                                                                                                                                    10.8

                                                                                                                                              	
                                                                                                                                                  Captions

                                                                                                                                              	
                                                                                                                                                10

                                                                                                                                              


                                                                                                                                      

                                                                                                                                    

                                                                                                                                  

                                                                                                                                

                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        -ii-

        
          

        

      

      
        
        

      

    

     

    PREAMBLE

     

    Previously,
Chemtura Corporation (the “Corporation”) established the Crompton Corporation
Benefit Equalization Plan (“BEP”) as a nonqualified defined contribution
restoration plan.

     

    The
purpose of this Plan is twofold:

     

    
      	
              (a)

            	
              to
      provide Eligible Employees with an opportunity to defer compensation and
      benefits substantially equivalent to those they would have been able to
      defer under the Qualified Plans of the Corporation in which they
      participate, in the absence of certain limitations on contributions and
      benefits which are imposed by the Code;
and

            


    

     

    
      	
              (b)

            	
              to
      obtain the tax benefits available under Section 409A of the
      Code.

            


    

     

    It is
intended that funds accumulated under this Plan will be used to provide benefits
payable to a Participant upon his or her retirement, death, disability, or
termination of employment.

     

    Accounts
under the Plan are intended to be invested under a Rabbi Trust, the corpus of
which is available to the Corporation’s creditors in the event of
bankruptcy.

     

    The Plan
is hereby effective January 1, 2005.

     

    ARTICLE I

     

    DEFINITIONS

     

    The
following words and phrases when in the Plan shall have the following meanings,
unless a different meaning is plainly required by the context:

     

    
      	
              1.1  

            	
              “Account” means
      the credit balance of a Participant under the Plan represented by his or
      her 401(k) Contribution Account, Matching Contribution Account, and Bonus
      Deferrals Account, if applicable, and investment earnings and losses
      credited to each under the terms of the Plan.


            


    

     

    
      	
              1.2  

            	
              “Beneficiary”
      means the person or persons designated by the Participant or former
      Participant to receive benefits under this Plan in the event of the
      Participant’s death. If the Participant does not designate a Beneficiary
      under this Plan, the Beneficiary shall be the beneficiary designated by
      the Participant under the Qualified
Plans.

            


    

     

    
      	
              1.3  

            	
              “Board” or
      “Board of
      Directors” means the Board of Directors of Chemtura Corporation or
      of a Participating Employer, as the text shall indicate.
  

            


    

     

    
      	
              1.4  

            	
              “Bonus Deferral”
      means a deferral of a Participant’s Bonus made by a Participant pursuant
      to Section 3.2 of the Plan. 

            


    

     

    
      	
              1.5  

            	
              “Bonus Deferrals
      Account” means a Participant’s interest in the Plan attributable to
      Bonus Deferrals. 

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	
              1.6  

            	
              “CESP” means the
      Chemtura Corporation Employee Savings Plan, as amended from time to time.
      

            


    

     

    
      	
              1.7  

            	
              “Change in
      Control” means the occurrence of any of the
    following:

            


    

     

    
      
        	
              	
                (a) 

              	
                 A
      third person, including a “group” as such term is used in
      Section 13(d)(3) of the Securities Exchange Act of 1934, as amended
      (the “Exchange Act”), other than the trustee of a Corporation employee
      benefit plan, becomes the beneficial owner, directly or indirectly, of
      50 percent or more of the combined voting
      power of the Corporation’s outstanding voting securities ordinarily having
      the right to vote for the election of directors of the
      Corporation;

              


      


     

    
      
        	
              	
                (b) 

              	
                 During
      any period of 24 consecutive months individuals who, at the beginning of
      such consecutive 24-month period, constitute the Board as of the Effective
      Date (the “Incumbent Board”) cease for any reason (other than retirement
      upon reaching retirement age, Disability, or death) to constitute at least
      a majority of the Board; provided that any person becoming a director
      subsequent to the Effective Date whose election, or nomination for
      election by the Corporation’s shareholders, was approved by a vote of at
      least three-quarters of the directors who at the time of such election or
      nomination for election comprise the Incumbent Board (other than an
      election or nomination of an individual whose initial assumption of office
      is in connection with an actual or threatened election contest relating to
      the election of the Board, as such terms are used in Rule 14a-11 of
      Regulation 14A promulgated under the Exchange Act as in effect on
      January 23, 2000) shall be, for purposes of this Plan, considered a member
      of the Incumbent Board; or

              


      

    

     

    
      
        	
              	
                (c) 

              	
                 The
      sale of all or substantially all of the assets of the
      Corporation.

              


      

    

     

    Notwithstanding
anything in the Plan to the contrary, for purposes of the distribution of
amounts upon a Change in Control, a Change in Control shall only be deemed to
occur if such transactions or events would give rise to a “change in ownership”,
a “change in effective control”, or a “change in the ownership of a substantial
portion of the assets” of Chemtura under Section 409A of the Code and the
rulings and regulations thereunder.

     

    
      	
              1.8  

            	
              “Code” means the
      Internal Revenue Code of 1986, as amended from time to time and any
      regulations or other guidance issued thereunder. Reference to any section
      of the Code shall include any successor provision thereto.
  

            


    

     

    
      	
              1.9  

            	
              “Committee”
      means the committee designated by the Corporation to administer the Plan
      in accordance with Article 7 of this Plan.


            


    

     

    
      	
              1.10  

            	
              “Compensation”
      means the annual compensation that would otherwise be recognized under the
      CESP for salary deferral purposes without regard to the limit on
      pensionable compensation under Code Section 401(a)(17).
  

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              1.11  

            	
              “Disability”
      means the date the Participant becomes “disabled” within the meaning of
      Section 409A of the Code.

            


    

     

    
      	
              1.12  

            	
              “Corporation”
      means Chemtura Corporation, a Delaware corporation, or its successor or
      successors. 

            


    

     

    
      	
              1.13  

            	
              “Effective Date”
      means January 1, 2005. 

            


    

     

    
      	
              1.14  

            	
              “Eligible
      Employee” means an employee who is included in the eligible class
      described in Section 2.1. 

            


    

     

    
      	
              1.15  

            	
              “Key Employee”
      means. means a “specified employee” as determined by the Committee or its
      delegate as of the specified employee identification date for purposes of
      Section 409A of the Code.  The determination of Key Employees,
      including the number and identity of persons considered Key Employees and
      the identification date, shall be made by the Committee or its delegate
      each year in accordance with Section 416(i) of the Code, the “specified
      employee” requirements of Section 409A of the Code, and applicable
      regulations.

            


    

     

    
      	
              1.16  

            	
              “Matching
      Contributions” means a credit made on behalf of a Participant as
      described in Section 4.1. 

            


    

     

    
      	
              1.17  

            	
              “Matching Contributions
      Account” means the Participant’s interest in the Plan attributable
      to Matching Contributions. 

            


    

     

    
      	
              1.18  

            	
              “Participant”
      means an Eligible Employee who is participating in the Plan pursuant to
      Section 2.3.  In the case of a Participant’s incompetence, the
      term Participant shall include an individual with a duly authorized power
      of attorney or, in the absence of a duly authorized power of attorney, the
      Participant’s personal representative or
    guardian.  

            


    

     

    
      	
              1.19  

            	
              “Participating
      Employer” means the Corporation or any subsidiary which has been
      authorized by the Board of Directors of the Corporation to participate in
      the Plan and has elected to do so. 

            


    

     

    
      	
              1.20  

            	
              “Plan” means the
      Chemtura Corporation Supplemental Savings Plan as set forth in this
      document and as amended from time to time.


            


    

     

    
      	
              1.21  

            	
              “Plan Year”
      means each calendar year. 

            


    

     

    
      	
              1.22  

            	
              “Qualified
      Plans” means the CESP only. 

            


    

     

    
      	
              1.23  

            	
              “Rabbi Trust”
      means a trust established by the Corporation for the accumulation and
      investment of 401(k) Contributions, Matching Contributions, and Bonus
      Deferrals, the terms of which are governed by a separate trust agreement.
      

            


    

     

    
      	
              1.24  

            	
              “Separation from
      Service” means a Participant’s separation from service with the
      Corporation within the meaning of Section 409A of the
  Code.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              1.25  

            	
              “Valuation Date”
      means each business day, or such other dates established by the Committee.
      

            


    

     

    
      	
              1.26  

            	
              “401(k)
      Contribution” means a salary reduction contribution made on behalf
      of a Participant pursuant to Section 3.1.


            


    

     

    
      	
              1.27  

            	
              “401(k) Contribution
      Account” means a Participant’s interest in the Plan attributable to
      401(k) Contributions. 

            


    

     

    
      	
              1.28  

            	
              “401(k)
      Limitation” means the annual limit imposed by Section 402(g) of the
      Code on contributions which may be made by a Participant under the CESP.
      

            


    

     

    ARTICLE
2

     

    PARTICIPATION

     

    
      	
              2.1  

            	
              Eligible Class.
      

            


    

     

    Each of
the persons listed on Attachment A hereto and any other persons designated by
the Employee Benefits Committee of the Corporation shall be an Eligible
Employee.

     

    
      	
              2.2  

            	
              Commencement of
      Participation.  Each Eligible Employee shall become a
      Participant  during the pay period coinciding with or next
      following the later of: 

            


    

     

    
      
        	
              	
                (a) 

              	
                the
      date such Participant first meets the requirements of Section 2.1;
      or

              


      

    

     

    
      
        	
              	
                (b) 

              	
                the
      date on which such Participant has a valid Compensation deferral election
      in effect pursuant to Section 3.1 or
3.2.

              


      

    

     

    
      	
              2.3  

            	
              Participation.
      

            


    

     

    
      
        	
              	
                (a) 

              	
                Active
      participation shall end on the earlier of: (i) the Participant’s
      termination of employment, or (ii) the date on which the Participant has
      no Compensation deferral election in effect under Section 3.1 or
      3.2.

              


      

    

     

    
      
        	
              	
                (b) 

              	
                Each
      Participant who does not have a Compensation deferral election in effect
      for a given calendar year pursuant to Section 3.1 or 3.2, but who has an
      Account which is not fully distributed, shall be an inactive Participant
      until his or her Account is fully
distributed.

              


      

    

     

    ARTICLE
3

     

    PARTICIPANT CONTRIBUTIONS
AND MAXIMUM AMOUNTS 

     

    
      	
              3.1  

            	
              401(k)
      Contributions.  A Participant may authorize a Participating
      Employer to defer a portion of his or her Compensation to the Plan under
      the rules and procedures established under this Article 3.
  

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    Such
Compensation deferral shall be known as a 401(k) Contribution. 401(k)
Contributions are intended to be invested under the Rabbi Trust and shall remain
part of the general assets of the Corporation.

     

    Persons
eligible under this Section 3.1 to make 401(k) Contributions may elect to defer
up to the maximum percentage of Compensation specified in the CESP for the
applicable Plan Year; provided that, in order to defer Compensation pursuant to
the Plan, as of the date immediately preceding the applicable Plan Year, the
Participant must have elected to defer a percentage of the Participant’s
compensation under the CESP which results in employee deferrals under the CESP
up to the 401(k) Limitation for the applicable Plan Year, and for all purposes
of the Plan, the Participant will be deemed to continue to defer amounts under
the CESP at such rate, irrespective of whether the Participant changes such
election under the CESP during the applicable Plan Year, to the extent permitted
by the CESP.

     

    
      
        	
              	
                (a) 

              	
                Written
      election of a 401(k) Contribution must be executed and filed with the
      Committee by a date set by the Committee, but in any event prior to the
      first day of the applicable Plan Year, provided, however, that for the
      initial year in which the Eligible Employee may participate in the Plan,
      such election must be made within 30 days after the Eligible Employee is
      first eligible to participate in the Plan and will only apply to amounts
      earned after the deferral election is made. Once executed and delivered to
      the Committee, a deferral election is irrevocable and must remain in
      effect for the entire Plan Year.  Each Plan Year, a Participant
      must complete and file with the Committee a new deferral election form by
      the date set by the Committee, but in any event prior to the first day of
      the Plan Year in which such deferral form will become
      effective.

              


      

    

     

    
      
        	
              	
                (b) 

              	
                 The
      Committee may establish other rules and procedures which shall govern the
      election of 401(k) Contributions under this Section. Such rules and
      procedures shall be binding upon all Participants and shall be in
      accordance with Section 409A of the
Code.

              


      

    

     

    
      	
              3.2  

            	
              Bonus
      Deferral.  A Participant may irrevocably elect to defer all or
      any portion of his or her annual bonus to the Plan under the rules and
      procedures established under Section 3.1; provided that such election is
      executed and filed with the Committee by a date set by the Committee, but
      in any event prior to the first day of the Plan Year in which such bonus
      will be earned.  Such deferral shall be referred to as a Bonus
      Deferral. Bonus Deferrals are intended to be invested under the Rabbi
      Trust and shall be part of the general assets of the Corporation.
      

            


    

     

    
      	
              3.3  

            	
              Change in
      Compensation.  In the event of a change in the Compensation of
      a Participant, the percentage of Compensation that such Participant has
      authorized as a 401(k) Contribution shall be applied as soon as
      practicable to such changed Compensation without action by the
      Participant. 

            


    

     

    
      	
              3.4  

            	
              Cessation of
      Contributions.  In the case of a hardship withdrawal to the
      Participant under the CESP pursuant to Treas. Reg. §1.401(k)-1(d)(3), to
      the extent permitted under Section 409A of the Code, 401(k) Contributions
      and Bonus Deferrals hereunder shall as soon as practicable, but no later
      than 60 days, following such withdrawal automatically cease for the Plan
      Year in which such hardship withdrawal occurs.  Such Participant
      shall not be eligible to make any future 401(k) Contributions or Bonus
      Deferrals for the Plan Year in which the hardship withdrawal
      occurs.  With respect to any future Plan Year, to the extent
      eligible under Section 2.1, the Participant may elect to make 401(k)
      Contributions and Bonus Deferrals in accordance with Sections 3.1 and 3.2.
      

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              3.5  

            	
              Participant
      Contributions.  As
      soon as administratively practicable following the end of each payroll
      period during which the Participant has a deferral election in effect
      pursuant to Section 3.1 and Section 3.2, the elected amount of 401(k)
      Contributions and/or Bonus Deferrals, as applicable, will be deferred from
      the Participant’s Compensation and credited to such Participant’s 401(k)
      Account or Bonus Deferral Account, as applicable; provided however, that
      no amounts shall be deferred and credited to a Participant's 401(k)
      Account or Bonus Deferral Account until the date on which the Participant
      would no longer be eligible to defer all or any portion of employee
      elective deferral amounts under the CESP on account of the 401(k)
      Limitation, calculated assuming that the Participant's employee deferral
      election under the CESP as of the date immediately preceding the first day
      of the applicable Plan Year continued for the entire Plan Year.  On
      the next Valuation Date, such amounts shall be deemed to be invested in
      accordance with the Participant’s election under Section
      5.1.

            


    

     

    ARTICLE
4

     

    MATCHING
CONTRIBUTIONS 

     

    
      	
              4.1  

            	
              Matching
      Contributions.  Beginning with the first payroll period in
      which the Participant would no longer be eligible to defer all or any
      portion of employee elective deferral amounts under the CESP on account of
      the 401(k) Limitation, calculated assuming that the Participant’s employee
      deferral election under the CESP as of the date immediately preceding the
      first day of the applicable Plan Year continued for the entire Plan Year,
      the Participant shall receive a Matching Contribution.  The
      Matching Contribution shall be an amount equal to 100% of the
      Participant’s 401(k) Contribution and Bonus Deferral for each applicable
      payroll period, up to 6% of the Participant’s Compensation for each
      applicable payroll period.

            


    

     

    
      	
              4.2  

            	
              Crediting Matching
      Contributions.  A Participant’s Matching Contributions shall
      be credited to the Participant’s Matching Contributions Account as soon as
      practicable following the applicable payroll period.  On the
      next Valuation Date, such amounts will be deemed invested in accordance
      with the Participant’s election under Section 5. 1.
  

            


    

     

    ARTICLE
5

     

    INVESTMENT, VALUATION AND
DISTRIBUTION OF ACCOUNTS

     

    
      	
              5.1  

            	
              Investment of
      Accounts.  A Participant’s Account shall be deemed to be
      invested at the Participant’s election in 1% increments in one or more
      investment funds offered under the Plan. The terms, conditions and
      procedures under which a Participant may elect to invest his or her
      Account hereunder shall be specified by the Committee, in its sole
      discretion, from time to time; provided that any such terms, conditions,
      and procedures shall be in accordance with Section 409A of the
      Code.  Investment income or losses credited to such Account
      shall reflect the actual experience of the funds in which the
      Participant’s Account is deemed to be invested.  In the event
      that the Participant has not executed a valid election with respect to the
      investment of the Participant’s Accounts, the contributions made by or on
      behalf of any Participant pursuant to this Plan shall be credited to the
      default investment fund designated by the Committee for this purpose,
      which shall generally be the fund with the least investment
      risk.  Notwithstanding that the rates of return credited to a
      Participant’s Account are based upon the actual performance of the
      investment funds designated by the Participant, the Corporation shall not
      be obligated to invest any amounts deferred under the Plan, or any other
      amounts, in such investment funds.  The Plan shall be entirely
      unfunded and no provision shall at any time be made with respect to
      segregating any assets of the Corporation for payment of any distributions
      hereunder.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
              5.2  

            	
              Valuation of
      Accounts.  A Participant’s Account shall be valued as of each
      Valuation Date under procedures established by the Committee and in
      accordance with Section 409A of the Code.


            


    

     

    
      	
              5.3  

            	
              Distribution of
      Accounts.  A
      Participant’s vested Account shall only be distributable to the
      Participant (or his or her Beneficiary in the case of the Participant’s
      death) in cash after the Participant’s death, Disability, or Separation
      from Service.  A Participant’s deferral election made
      pursuant to Sections 3.1 and 3.2 shall designate, in writing, the form of
      payment for vested amounts credited to his or her Account (including any
      Matching Contributions, if applicable).  Unless subsequently
      deferred in accordance with Section 5.4, payment shall be made within 30
      days following the earlier of: Separation from Service (subject to Section
      10.1(b)), death, or Disability and shall be in the form elected by the
      Participant.  Forms of payment available under the Plan are:
      

            


    

     

    
      
        	
              	
                (a) 

              	
                A
      lump sum;

              


      

    

     

    
      
        	
              	
                (b) 

              	
                5
      substantially equal annual installments;
and

              


      

    

     

    
      
        	
              	
                (c) 

              	
                10
      substantially equal annual
installments.

              


      

    

     

    If a
Participant does not designate a form of payment in his deferral election made
pursuant to Sections 3.1 and 3.2, the Participant shall be deemed to have
elected a lump sum distribution.  Except as provided in Section 5.4,
the election as to form of payment cannot be subsequently changed.

     

    
      	
              5.4  

            	
              Subsequent
      Election.  A Participant may change the time and/or form of a
      distribution previously designated in his deferral election form executed
      pursuant to Sections 3.1 and 3.2 for a particular Plan Year by filing an
      amended deferral election form with the Committee in accordance with the
      requirements of this Section 5.4.  Specifically, to change the
      time and/or form of a distribution, the amended deferral election form
      applicable to such distribution must satisfy the
  following:

            


    

     

    
      
        	
              	
                (a) 

              	
                the
      amended deferral election form will not become effective for the 12-month
      period after the date on which the amended deferral election form is filed
      with the Committee;

              


      

    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      
        	
              	
                (b) 

              	
                the
      distribution cannot commence for a period that is not less than 5 years
      from the date such payment was originally scheduled to commence pursuant
      to the original deferral election form;
and

              


      

    

     

    
      
        	
              	
                (c) 

              	
                the
      amendment to the deferral election form cannot be made less than 12 months
      prior to the date of the scheduled
payment.

              


      

    

     

    Except as
provided in Section 5.6 below, once payment has commenced, the form of such
payment shall not be modified.

     

    
      	
              5.5  

            	
              Involuntary
      Distributions.  Notwithstanding the foregoing provisions of
      this Article 5, the Committee shall distribute to any Participant (or to a
      designated beneficiary in the event of the Participant’s death) all of the
      Participant’s vested Account balance in a single lump sum within 30 days
      following the Participant’s Separation from Service if the Participant’s
      Account balance does not exceed $10,000; provided that, such distribution
      results in the termination and liquidation of the entirety of the
      Participant’s interest in the Plan, including all agreements, methods,
      programs, or other arrangements with respect to which deferrals of
      compensation are treated as having been deferred under a single
      nonqualified deferred compensation plan under Treas. Reg.
      §1.409A-1(c)(2).

            


    

     

    
      	
              5.6  

            	
              Change in
      Control.  Within 90 days following a Change in Control, all
      amounts held in the Accounts of Participants in the Plan shall be
      distributed to such Participants in a lump sum.


            


    

     

    ARTICLE
6

     

    VESTING

     

    Subject
to Article 9, a Participant has a nonforfeitable interest in his or her Account,
except the Matching Contribution Account, under this Plan at all times. A
Participant shall have a vested interest in the Matching Contribution Account in
the same percentage as set forth in the CESP applicable to matching
contributions.

     

    ARTICLE
7

     

    ADMINISTRATION

     

    This Plan
shall be administered by the Corporation through the Committee in a manner
consistent with the administration of the CESP as set forth in the CESP, except
as specifically provided herein; provided that, the Plan shall at all times be
administered in accordance with Section 409A of the Code.

     

    The
Committee shall have full discretion to interpret and administer this Plan and
its decision in any matter involving the interpretation and application of this
Plan shall be final and binding on all parties. .

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    A person
who believes that he is being denied a benefit to which he is entitled under the
Plan may file a written claim for such benefit which will be governed by the
claims procedures set forth in the CESP.

     

    ARTICLE
8


     

    FUNDING

     

    This Plan
will be unfunded. Benefits under this Plan will be paid from the general assets
of the Participating Employers and from Corporation-held assets held in the
Rabbi Trust.  The rights of a Participant or Beneficiary shall be
those of an unsecured creditor of the Corporation and the Participating
Employers.

     

    ARTICLE
9


     

    AMENDMENT AND
TERMINATION

     

    The
Corporation reserves the right to amend, modify, suspend or terminate this Plan
in whole or in part at any time by action of its Board or the Board’s duly
appointed delegate. No amendment shall reduce amounts credited to a
Participant’s Account under this Plan as of the amendment date, except to the
extent that the Participant agrees in writing to such reduction.  No
such termination shall accelerate the payment of amounts under the
Plan.

     

    ARTICLE
10

     

    GENERAL
PROVISIONS

     

    
      	
              10.1  

            	
              Section
      409A.  

            


    

     

    
      
        	
              	
                (a) 

              	
                The
      Plan is intended to comply with the applicable requirements of Section
      409A of the Code and related guidance, and shall be administered in
      accordance with Section 409A of the Code to the extent Section 409A of the
      Code applies to the Plan.  Notwithstanding anything in the Plan
      to the contrary, elections to defer amounts to the Plan, and distributions
      from the Plan, may only be made in a manner and upon an event permitted by
      Section 409A of the Code.  To the extent that any provision of
      the Plan would cause a conflict with the requirements of Section 409A of
      the Code, or would cause the administration of the Plan to fail to satisfy
      the requirements of Section 409A of the Code, such provision shall be
      deemed null and void to the extent permitted by applicable
      law.  Other than through valid deferral election form or an
      amended deferral election form, in no event shall a Participant, directly
      or indirectly, designate the calendar year of payment.  For
      avoidance of doubt, deferrals under the Plan are maintained on a Plan Year
      basis.

              


      

    

     

    
      
        	
              	
                (b) 

              	
                Notwithstanding
      any provision of the Plan to the contrary, if a Participant who is a Key
      Employee becomes entitled to receive a distribution on account of
      Separation from Service, the distribution may not be made earlier than 6
      months following the date of the Participant’s Separation from
      Service.  If distributions are delayed pursuant to Section 409A
      of the Code, the accumulated amounts withheld on account of Section 409A
      of the Code shall be paid within 15 days after the end of the six-month
      period.  If the Participant dies during such six-month period,
      the amounts withheld on account of Section 409A of the Code shall be paid
      to the Participant’s Beneficiary within 90 days of the Participant’s
      death.

              


      

    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	
              10.2  

            	
              Withholding
      Taxes.  The Participating Employer may make such
      provisions and take such action as it may deem necessary or appropriate
      for the withholding of any taxes which the Participating Employer is
      required by any law or regulation of any governmental authority, whether
      federal, state or local, to withhold in connection with any deferrals to,
      amounts credited to and benefits payable under the Plan, including, but
      not limited to, withholding of appropriate sums from any amount payable to
      the Participant (or his Beneficiary) under the Plan or otherwise payable
      to the Participant from other sources.  Each Participant,
      however, shall be responsible for the payment of all individual tax
      liabilities relating to any such deferrals, credits and
      benefits.

            


    

     

    
      	
              10.3  

            	
              Payment to Minors and
      Incompetents.  If any Participant or Beneficiary entitled to
      receive any benefits hereunder is a minor or is deemed by the Committee or
      is adjudged to be legally incapable of giving valid receipt and discharge
      for such benefits, payment will be made to such person or institution as
      the Committee may designate or to the duly appointed guardian. Such
      payment shall, to the extent made, be deemed a complete discharge of any
      such payment under the Plan. 

            


    

     

    
      	
              10.4  

            	
              No
      Contract.  This Plan shall not be deemed a contract of
      employment with any Participant, nor shall any provision of the Plan
      affect the right of the Corporation or any Participating Employer to
      terminate a Participant’s employment.


            


    

     

    
      	
              10.5  

            	
              Use of Masculine and
      Feminine; Singular and Plural.  Wherever used in this Plan,
      the masculine gender will include the feminine gender and the singular
      will include the plural, unless the context indicates otherwise.
      

            


    

     

    
      	
              10.6  

            	
              Non-Alienation of
      Benefits.  No amount payable to, or held under the Plan for
      the account of, any Participant or Beneficiary shall be subject in any
      manner to anticipation, alienation, sale, transfer, assignment, pledge,
      encumbrance, or charge, and any attempt to so anticipate, alienate, sell,
      transfer, assign, pledge, encumber, or charge the same shall be void; nor
      shall any amount payable to, or held under the Plan for the account of,
      any Participant be in any manner liable for his or her debts, contracts,
      liabilities, engagements, or torts, or be subject to any legal process to
      levy upon or attach. 

            


    

     

    
      	
              10.7  

            	
              Governing
      Law.  The provisions of the Plan shall be interpreted,
      construed, and administered in accordance with the laws of the State of
      Connecticut. 

            


    

     

    
      	
              10.8  

            	
              Captions. 
      The captions contained in the Plan are inserted only as a matter of
      convenience and for reference and in no way define, limit, enlarge, or
      describe the scope or intent of the Plan nor in any way affect the
      construction of any provision of the Plan.


            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


    IN
WITNESS WHEREOF, the Corporation has caused this Plan to be executed by its duly
qualified officer as of the 23rd day of
December, 2008.

     

    


    
      
        
          
            	 
      	
                    CHEMTURA
      CORPORATION

                  
	 	 
	 	 
	 
      	 
      
	 
      	
                    By:
      ___________________________

                  


          

        

      

    

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    CHEMTURA
CORPORATION SUPPLEMENTAL SAVINGS PLAN

     

    SCHEDULE
A

     

    Effective
for Plan year 2009, eligibility for participation in the Supplemental Savings
Plan will be limited to the position of Chief Executive Officer (CEO) and those
highly compensated positions that reported to the CEO as of December 1,
2007.

     

     

    
      
        
        

      

      
        12