U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C.  20549




FORM
10-K/A


Amendment
No. 1


(Mark
One)


x
            ANNUAL REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For the
fiscal year ended December 31, 2009


OR




 ̈
            TRANSITION REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For the
transition period
from             to


Commission
File No. 1-15339


Chemtura
Corporation


(Exact
name of registrant as specified in its charter)




Delaware
                
                52-2183153(State
      or other jurisdiction of incorporation or organization)
                
                (I.R.S.
      Employer Identification Number)1818
      Market Street, Suite 3700, Philadelphia, Pennsylvania
                  199
      Benson Road, Middlebury, Connecticut
                19103
                  06749(Address
      of principal executive offices)
                
                (Zip
      Code)


Registrant's
telephone number, including area code: (203) 573-2000





Securities
registered pursuant to Section 12(b) of the Act:




Title
      of each class
                  
                  Name
      of each exchange on which registeredCommon
      Stock, $0.01 par value
                  
                  NONE




Securities
registered pursuant to Section 12(g) of the Act:  NONE




Indicate
by check mark whether the registrant is a well-known seasoned issuer, as defined
in Rule 405 of the Securities Act Yes  ̈   No
x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.  Yes  ̈   No
x





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.     Yes  ̈   No
x





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).  Yes  ̈ No
 ̈




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.   ̈




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company.  See definition of “accelerated filer,” “large accelerated
file” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check
off):





Large
accelerated filer  ̈       Accelerated
filer x       Non-accelerated
filer  ̈       Smaller
reporting company  ̈


(Do
not check if a smaller reporting company)





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes  ̈   No
x




The
aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant, computed as of June 30, 2009, based on the
value of the last sales price of these shares as quoted on Pink Sheets
Electronic Quotation Service was $57,973,041.





The
number of voting shares of Common Stock of the registrant outstanding as of
January 29, 2010 was 242,935,715.








PART
      IIIItem
      10.
                    
                    Directors,
      Executive Officers and Corporate Governance
                    
                    3Item
      11.
                    
                    Executive
      Compensation
                    
                    11Item
      12.
                    
                    Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                    
                    30Item
      13.
                    
                    Certain
      Relationships and Related Transactions and Director
      Independence
                    
                    32Item
      14.
                    
                    Principal
      Accountant Fees and Services
                    
                    33PART
      IVItem
      15.
                    
                    Exhibits
      and Financial Statement Schedules
                    
                    34Signatures
                    
                    40




1


EXPLANATORY
NOTE





On March
18, 2009, Chemtura Corporation (“Chemtura” or the “Company”) and 26 of its
subsidiaries organized in the United States, filed for relief under Chapter 11
of Title 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the
United States Bankruptcy Court for the Southern District of New York (the
“Bankruptcy Court”).  The Chapter 11 cases are being jointly
administered by the Bankruptcy Court.  See Chemtura’s Annual Report on
Form 10-K for the period ended December 31, 2009 filed on March 12, 2010, “Item
7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations” for further information.





This
amendment No. 1 on Form 10-K/A (“Amendment No. 1”) is being filed to (i) remove
the section for Documents Incorporated by Reference on the cover page; (ii)
replace Part III, Items 10 through 14; and (iii) add 5 exhibits to Item 15 and
update Item 15 of the Company’s Annual Report on Form 10-K for the period ended
December 31, 2009 as filed on March 12, 2010 (the “Original
Filing).  Except as otherwise stated herein, no other information
contained in the Original Filing has been updated by this Amendment No.
1.





This
Amendment No. 1 should be read in conjunction with our periodic filings made
with the Securities and Exchange Commission (“SEC”) subsequent to the date of
the Original Filing, including any amendments to those filings, as well as any
Current Reports filed on Form 8-K subsequent to the date of the Original
Filing.





Exhibits
31.1(a) and 31.2(a) hereto have been provided with respect to and in light of
the disclosure being amended.





FORWARD-LOOKING
STATEMENTS





This
document includes forward-looking statements within the meaning of Section 27(a)
of the Securities Act of 1933, as amended (the “Securities Act”) and Section
21(e) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).  These forward-looking statements are identified by terms and
phrases such as “anticipate,” “believe,” “intend,” “estimate,” “expect,”
“continue,” “should,” “could,” “may,” “plan,” “project,” “predict,” “will” and
similar expressions and include references to assumptions and relate to our
future prospects, developments and business strategies.  All
statements not based on historical fact are forward-looking statements that
involve substantial risks and uncertainties.  See Part I, Item IA,
“Risk Factors” in the Original Filing for further
information.


2


PART
III.





ITEM
10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE





Directors





The
persons listed below are directors of Chemtura:





Director
              
              Position(s)Craig
      A. Rogerson
              
              Chairman,
      President and Chief Executive OfficerRoger
      L. Headrick
              
              Lead
      DirectorNigel
      D. T. Andrews
              
              DirectorJames
      W. Crownover
              
              DirectorMartin
      M. Hale
              
              DirectorBurton
      M. Joyce
              
              DirectorBruce
      F. Wesson
              
              DirectorJohn
      K. Wulff
              
              Director





All our
directors bring to our board a wealth of executive leadership experience derived
from their service as executives of public and private
companies.  They also bring extensive board experience.  The
following sets forth certain biographical information with respect to the
directors listed above.  Included in the information below is a
description of the particular experience, qualifications, attributes and skills
that led the board to conclude that each person below should serve as a director
of Chemtura.





Craig A. Rogerson,53, has
served as Chairman, President and Chief Executive Officer of Chemtura since
December 2008.  Previously, Mr. Rogerson served as President and Chief
Executive Officer and as a director of Hercules Inc., a manufacturer of
specialty chemical products, from December 2003 until acquired by Ashland Inc.
in November 2008.  Mr. Rogerson brings over 31 years of experience
working in the specialty chemicals industry following graduation with a Chemical
Engineering degree from Michigan State University.  Mr. Rogerson
currently serves as a director and as a member of the nuclear oversight
committee of PPL Corporation (since 2005), an energy and utility holding
company.  He is also a member of the board of directors of the
American Chemistry Council (since 2006) and the Society of Chemical Industries
(since 2008).  Mr. Rogerson previously served as a director of the
Delaware Business Roundtable, Inc. and First State Innovations.





Mr.
Rogerson’s prior service as President and Chief Executive Officer of a specialty
chemicals company and his day to day leadership, as Chief Executive Officer of
Chemtura, provide him with intimate knowledge of our operations and provide our
board with unique insights into our challenges and opportunities.





Roger L. Headrick,73, has
served as a director of Chemtura since 1988, as co-lead director since May 2008
and as lead director since March 2009.  Mr. Headrick is Managing
General Partner of HMCH Ventures, a private partnership which invests in a broad
range of public and private businesses.  Mr. Headrick is also
President and Chief Executive Officer of ProtaTek International, Inc., a
biotechnology process engineering company, which develops and manufactures
animal vaccines in St. Paul, Minnesota.  From January 1991 until
August 1998, Mr. Headrick was co-owner, President and Chief Executive Officer of
the Minnesota Vikings Football Club.  During his tenure with the
Vikings, he served as Chairman of the NFL Properties Executive Committee, the
marketing arm of the NFL.  He also served as a member of the NFL
Broadcast Committee, which negotiates contracts for league-wide television
revenue and the NFL International Committee, which promotes professional
American football throughout the world.  From 1982 to 1989, Mr.
Headrick was Executive Vice President and Chief Financial Officer of The
Pillsbury Company and Chairman and Managing General Partner of Burger King
Investors Master Limited Partnership, a New York Stock Exchange (“NYSE”) listed
company that owned 128 Burger King franchises.  Prior to joining
Pillsbury, Mr. Headrick held various financial positions both domestically and
overseas, including Deputy Controller, over a 20 year period at Exxon
Corporation which included both petroleum and chemical
operations.  Mr. Headrick previously served as a director of CVS
Caremark, a pharmacy healthcare company, and as a Trustee for the University of
Minnesota Cancer Center Advisory Board, the Minnesota Medical Foundation and The
Sanford Burnham Medical Research Institute in La Jolla, California.





Mr.
Headrick’s service in various senior financial and business planning positions
domestically and overseas for Exxon Corporation and The Pillsbury Company
provides the board with perspective into all facets of a global
enterprise.


3





Nigel D. T. Andrews,63,
served as a director of Great Lakes Chemical Corporation (“Great Lakes” prior to
its merger into Chemtura in 2005) from 2000 to 2005, including as Chairman from
2004 to 2005, and has been a director of Chemtura since
2005.  Previously, Mr. Andrews served as Executive Vice President of
General Electric Capital Corp. from 1993 to 2000.  Prior to 1993, he
served as Vice President and General Manager of General Electric
Plastics-Americas and as Vice President of Corporate Business Development of
General Electric Company, reporting to the Chairman.  Mr. Andrews, a
chemical engineer, started his career in marketing at Shell International
Chemical Company in London.  After graduating with an MBA from the
London Business School, Mr. Andrews joined Booz Allen Hamilton in New York
(n/k/a Booz & Company), a global consulting firm, where he became a partner
in Booz Allen’s chemicals and strategy practices.  Mr. Andrews
currently serves as a director and as a member of the audit and remuneration
committees of Old Mutual plc., a trustee of Victory Funds (since 2002) and as a
governor of the London Business School (since 2002).





Mr.
Andrews’ experience as Executive Vice President of GE Capital Corp., as Vice
President and General Manager of General Electrics Plastics-Americas and as Vice
President of Corporate Business Development of General Electric Company provide
our board expertise in operations, business strategy and business
development.





James W. Crownover, 66,
served as a director of Great Lakes (prior to the merger of Great Lakes into
Chemtura in 2005) from 2002 to 2005, including as presiding director, and has
been a director of Chemtura since 2005.  Mr. Crownover retired in 1998
as a director of McKinsey & Company, a global management consulting
firm.  During his 30 year career with McKinsey, Mr. Crownover served
as director, as head of its southwest practice and as co-head of its worldwide
energy practice working with clients in Asia, Europe, Latin America and the
U.S.  His practice focused on business strategy, operations and
organizational structure.  Mr. Crownover currently serves as a
director, as chairman of the compensation committee, and as a member of the
nominating and corporate governance committee of FTI Consulting, Inc. (since
2006), a global business advisory firm.  He also serves as a director,
as chairman of the governance committee, and as a member of the compensation
committee of Weingarten Realty Investors (since 2001), an owner, manager and
operator of commercial real estate, and as a director and as a member of the
audit and integration committees of Republic Services, Inc. (since 2008), a
leading provider of solid waste collection, transfer, recycling and disposal
services.  Mr. Crownover previously served as a director, as a member
of the audit committee and as chairman of the governance committee of Allied
Waste Industries, which merged into Republic Services, and as chairman of the
audit and pension committees of Unocal Corporation, an energy exploration and
production company.  Mr. Crownover also serves as Chairman of the
Board of Trustees of Rice University and as a director of the Houston Grand
Opera.





Mr.
Crownover’s experience over a 30 year career with McKinsey & Company brings
to our board significant expertise in domestic and international operations and
business strategy.





Martin M. Hale, 69, served as
a director of Great Lakes (prior to the merger of Great Lakes into Chemtura in
2005) from 1978 to 2005, including as Chairman from 1995 to 2000, and has been a
director of Chemtura since 2005.  From 1983 to 2001, Mr. Hale was
Executive Vice President and a partner of Hellman Jordan Management Company,
Inc. (“Hellman Jordan”), a registered investment advisor.  From 1980
to 1983, Mr. Hale was President and Chief Executive Officer of Marsh &
McLennan Asset Management Corp. (“Marsh & McLennan Asset
Management”).  Mr. Hale currently serves as a director and as chairman
of the audit committee of Innospec Inc. (since 1998), a UK based global
manufacturer of fuel additives and other specialty chemicals.  He also
serves as Honorary Trustee of the Museum of Fine Arts in Boston.





Mr.
Hale’s experience as a partner of Hellman Jordan and as Chief Executive Officer
of Marsh & McLennan Asset Management as well as chemical industry experience
as a director of Innospec Inc. brings to the board expertise in strategy,
capital markets and more than 40 years of financial analysis.





Burton M. Joyce, 68, has
served as a director of Chemtura since October 2009.  From 2000 to
2007, Mr. Joyce was Chairman of the Board of IPSCO, Inc. (n/k/a SSAB
Enterprises, LLC), a North American steel and pipe manufacturer, and also served
as a director beginning in 1992.  From 1987 through 2003, Mr. Joyce
held various senior management positions at Terra Industries, Inc., a
manufacturer of nitrogen products, including Vice Chairman, President, Chief
Executive Officer, Chief Operating Officer and Executive Vice
President-Finance.  From 1977 to 1986, Mr. Joyce held various
positions in finance and general management at United Technologies Corporation,
a global producer of high-technology products in the aerospace and building
industries.   Mr. Joyce currently serves as a director and as a
member of the audit and compensation committees of Norfolk Southern Corporation,
an owner and operator of Norfolk Southern Rail Company, a major freight
railroad.  Mr. Joyce previously served as a director of Terra
Industries, Inc., Terra Nitrogen Corp., a manufacturer of nitrogen fertilizer
products and Hercules Inc., a manufacturer of specialty chemical
products.


4





Mr.
Joyce’s experience through executive positions at Terra Industries and United
Technologies, combined with his service as a director of Hercules Inc., provides
the board senior-level general management, finance, accounting and chemical
industry expertise.





Bruce F. Wesson, 67, has
served as a director of Chemtura, or a predecessor company, since
1980.  Mr. Wesson is a Managing Director of Galen Associates, a
healthcare venture firm, and a general partner of Galen Partners,
L.P.  Mr. Wesson served over twenty three years with the Corporate
Finance Division of Smith Barney, Harris Upham & Co. Inc. (“Smith Barney”),
an investment banking firm, most recently as Senior Vice President and Managing
Director.  While at Smith Barney, Mr. Wesson headed the Major Account
Group, which was responsible for many of the firm’s largest
accounts.  He also chaired the Valuation Committee, which supervised
all valuation opinions provided by the firm.  Mr. Wesson currently
serves as a director (since 1998) and as a member of the compensation committee
of Acura Pharmaceuticals, Inc., a specialty pharmaceutical company, and as a
director (since 2006), including as vice lead director (since 2008), of Derma
Sciences, Inc., a manufacturer of dermatological products.  Mr. Wesson
also serves as the Vice Chairman, as a director and as chairman of the audit
committee of MedAssets, Inc., a provider of technology-enabled products and
services to the healthcare industry.  He also serves on the board of
directors of several private Galen portfolio companies.





Mr.
Wesson’s experience as Senior Vice President and Managing Director of Smith
Barney’s corporate finance department and as the founder of Galen Partners, a
health care private equity firm, brings to the board extensive knowledge of the
capital markets and corporate finance as well as entrepreneurial
expertise.





John K. Wulff, 61, has served
as a director of Chemtura since October 2009.  He is the retired
Chairman of Hercules Inc., a manufacturer of specialty chemical products, a
position he held from July 2003 until Ashland, Inc.’s acquisition of Hercules in
November 2008. Prior to that time, he served as a member of the Financial
Accounting Standards Board from 2001 to 2003. Mr. Wulff was previously
Chief Financial Officer of Union Carbide Corporation (“Union Carbide”) from 1996
to 2001. During his fourteen years at Union Carbide, a manufacturer of
chemicals and polymers, he also served as Vice President and Principal
Accounting Officer from 1989 to 1995, and as Controller from 1987 to
1989. Mr. Wulff was also a partner of KPMG and predecessor firms from
1977 to 1987. He currently serves as a director (since 2004), as chairman
of the audit committee and as a member of the governance and compensation
committee of Moody’s Corporation. He is also a director and chairman of the
audit committee of Sunoco, Inc. (since 2004), a leading manufacturer and
marketer of petroleum and petrochemical products, and a director and chairman of
the compensation committee of Celanese Corporation (since 2006), a global
manufacturer of industrial chemicals. Mr. Wulff previously served as a
director and as chairman of the nominating and governance committee of
Fannie Mae.





Mr.
Wulff’s experience in the chemical industry, combined with financial and
accounting expertise from serving in executive accounting and finance positions,
provides the board with broad chemical industry experience and finance and
accounting expertise.





Executive
Officers





Our
executive officers are elected by the board of directors annually, and each
serves until his or her successor is elected and qualified.  Set forth
below is information regarding our current executive officers who are not also
serving as directors:





Executive Officers
              
              PositionChet
      H. Cross
              
              Executive
      Vice President and Group President—Engineered ProductsStephen
      C. Forsyth
              
              Executive
      Vice President and Chief Financial OfficerBillie
      S. Flaherty
              
              Senior
      Vice President, General Counsel & SecretaryKevin
      V. Mahoney
              
              Senior
      Vice President and Corporate ControllerAlan
      M. Swiech
              
              Senior
      Vice President—Human Resources & CommunicationCarol
      V. Anderson
              
              Vice
      President and TreasurerRaymond
      E. Dombrowski
              
              Chief
      Restructuring Officer





Chet H. Cross,51, has served
as Executive Vice President and Group President of Engineered Products since
January 2010.  From December 2008 to January 2010, Mr. Cross was Vice
President of Operations of Ashland Inc.’s Ashland Hercules Water Technologies
division.  Previously, Mr. Cross served for over 20 years with
Hercules Inc. in a variety of positions of increasing responsibility, most
recently as General Manager of Hercules’ Americas pulp and paper business and
President of Hercules Canada.


5





Stephen C. Forsyth, 54, has
served as Executive Vice President and Chief Financial Officer since April
2007.  Mr. Forsyth was also a director from March 2009 to October 2009
and Treasurer from June 2007 to November 2008.  Prior to joining
Chemtura, Mr. Forsyth served for 26 years with Hexcel Corporation in a variety
of executive capacities, most recently as Executive Vice President and Chief
Financial Officer.





Billie S. Flaherty, 52, has
served as Senior Vice President, General Counsel and Secretary since January
2009.  Ms. Flaherty was also a director from March 2009 to October
2009.  From October 2005 to January 2009, Ms. Flaherty served as
Associate General Counsel of Chemtura.  Previously, Ms. Flaherty
served as Vice President, Environmental, Health and Safety for Pitney Bowes
Inc.





Kevin V. Mahoney, 55, has
served as Senior Vice President and Corporate Controller since October
2006.  Prior to joining Chemtura, Mr. Mahoney spent 18 years with
American Express Company, most recently as Senior Vice President of Corporate
Reporting responsible for financial reporting globally.





Alan M. Swiech,51, has
served as Senior Vice President, Human Resources and Communication since January
2009.  Since joining Chemtura in April 2006, Mr. Swiech has served as
Vice President, Human Resources, Supply Chain and Vice President, Human
Resources, Polymer Additives and Supply Chain.  Prior to Chemtura, Mr.
Swiech served as Vice President Administration for Akebono Corporation N.A. and
President of AMAK LLC.  Before that he served as Vice President, Human
Resources for Cambridge Industries Inc. and various positions of increasing
responsibility with United Technologies Corporation.





Carol V. Anderson, 45, has
served as Vice President and Treasurer since November 2008.  Since
joining Chemtura in 2000, Ms. Anderson has served as Director of Treasury
Operations and most recently as Assistant Treasurer.  Prior to joining
Chemtura, Ms. Anderson spent 14 years with International Paper Company in
various international financial functions.





Raymond E. Dombrowski, Jr.,
55, has served as Chief Restructuring Officer since March 2009 responsible for
overseeing restructuring activities and communicating Chemtura’s restructuring
progress to the board of directors, the Official Committees in Chemtura’s
Chapter 11 cases and other interested parties in the restructuring
process.  Mr. Dombrowski is a Managing Director with Alvarez &
Marsal North America Commercial Restructuring, LLC with more than 15 years of
financial restructuring experience.





Certain
Legal Proceedings





As a
result of our filing voluntary petitions under Chapter 11 of the Bankruptcy
Code, Messrs. Rogerson, Headrick, Andrews, Crownover, Hale, Joyce, Wesson and
Wulff have each served as a director of a company that filed a petition under
the federal bankruptcy laws within the last five years.





Board
of Directors





Our
business and affairs are managed under the direction of the board of
directors.  The board believes that good corporate governance is an
important factor in achieving business success and fulfilling the board’s
responsibilities to our stakeholders.  Our board of directors has
adopted and retained the independence standard under the NYSE as its standard of
independence for directors even though we are not currently listed on the
NYSE.  Our corporate governance policies and procedures are described
in our corporate governance principles, which is available on our website at
www.chemtura.com.





Our board
of directors has eight members.  The board affirmatively determined
that each director, other than Mr. Rogerson, our Chairman, President and Chief
Executive Officer, is independent under the NYSE listing
standards.  In making this determination, our board considered all
relevant facts and circumstances including whether a director has a “material
relationship” with Chemtura as contemplated by the NYSE listing
standards.  Under applicable NYSE listing standards, Mr. Rogerson is
not independent since he is employed by Chemtura.





It is the
intent of our board of directors that all of its members with the exception of
the Chief Executive Officer who also serves as the Chairman should meet the
director independence requirements of the NYSE listing standards.  Mr.
Forsyth, our Executive Vice President and Chief Financial Officer and Ms.
Flaherty, our Senior Vice President, General Counsel and Secretary, served on
our board of directors from March 2009 until Messrs. Joyce and Wulff were
appointed as directors on October 29, 2009.  Messrs. Joyce and Wulff
meet the independence requirements under the NYSE listing
standards.




6





The board
of directors held 5 regular meetings and 18 special meetings during our 2009
fiscal year.  All incumbent directors attended at least 75% of the
total number of meetings held by the board of directors and by the committees of
the board on which they served.  It is our policy that all directors
are expected to attend our annual meeting of shareholders.  To that
end, we have typically scheduled a meeting of the board on the day of the annual
meeting of shareholders.  We did not hold an annual meeting of
shareholders in 2009 because we filed for protection under Chapter 11 of the
Bankruptcy Code on March 18, 2009.





It is the
board’s policy that directors retire at the age of 72.  On February
25, 2009, the board determined that it is in our best interest for Mr. Headrick
to continue to serve on the board and waived the mandatory retirement of Mr.
Headrick for calendar year 2010.





Board
Leadership Structure





The board
believes our Chief Executive Officer is best situated to serve as Chairman
because he is the director most familiar with our business and industry and most
capable of identifying strategic priorities and leading the discussion and
execution of strategy.  Independent directors and management have
different perspectives and roles in strategy development.  Our
independent directors bring experience, oversight and expertise from outside the
Company while the Chief Executive Officer brings company-specific experience and
expertise.  The board believes that the combined role of Chairman and
Chief Executive Officer provides the appropriate balance between strategy
development and execution and independent oversight of management by the board,
promotes unified leadership and direction for the board and management and
allows for a single, clear focus for the chain of command to execute our
strategic initiatives and business plan.





Lead
Director





Mr.
Headrick, who serves as the chairman of the organization, compensation and
governance committee, was selected by the board on May 13, 2008 to serve as
co-lead director and on March 5, 2009 to serve as lead director.  The
lead director’s responsibilities include:





·
            presiding
      at executive sessions of the board;


·
            consulting
      with the Chairman and other members of management on board and committee
      agendas;


·
            advising
      the Chairman with respect to consultants who may report directly to the
      board; and


·
            serving
      as liaison between the independent directors and
    management.





Executive
Sessions





Executive
sessions, which are meetings of the non-employee members of the board, are
regularly scheduled throughout the year.  Non-employee directors meet
by themselves, without management or employee-directors present, at regularly
scheduled in-person board meetings and meetings of the committees of the
board.





Board
and Committee Evaluations





Every
year the board, the audit committee and the organization, compensation and
governance committee evaluate and discuss their respective performance and
effectiveness as required by our corporate governance principles and committee
charters. These evaluations cover a wide range of topics including the
fulfillment of the board and committee responsibilities identified in our
corporate governance principles and committee charters.





Oversight
of Risk Management





We are
exposed to a number of risks including, among others, financial, strategic and
operational risks and risks relating to regulatory and legal
matters.  The board has an active role, as a whole and also at the
committee level, in overseeing our risk management process and in assessing our
appetite for risk.  Specific board committees are responsible for
overseeing specific types of risks.  In the course of reviewing
business plans and projects, management regularly identifies and reviews the
attendant risks with the board and the steps that have or will be taken to
address them.  These reviews occur at regularly scheduled and special
meetings of the board.


7


The audit
committee periodically considers risks related to the subject matters described
in its charter, including risks relating to liquidity, credit, internal
controls, disclosure, financial reporting and certain legal and regulatory
matters.  The audit committee also reviews reports from the Chemtura
Resources Line, our anonymous hotline that employees can use to report suspected
violations of our code of business conduct.  The audit committee also
regularly meets in executive session with our Vice President-Internal Audit and
our independent registered public accounting firm, without management present,
to discuss if there are areas of concern of which the audit committee and the
board should be aware.  The organization, compensation and governance
committee establishes, with the advice of our compensation consultants,
compensation policies and programs that do not incentivize executives and
employees to take on an inappropriate level of risk and reviews succession
planning and organizational design and development.  The finance and
pension committee considers and reviews with management financial exposures
related to debt maturities, foreign exchange, interest, liquidity and hedging
programs, risks related to our pension plans and the actions being taken to
mitigate or limit such risks including insurance programs and policies and
procedures.  The environmental, health and safety committee reviews
risks relating to environmental, health, safety, security and regulatory
matters.  The chairpersons of each of our board committees report to
the board, at the next board meeting, what transpired at any committee meetings
that have taken place since the last board meeting.





We have
evaluated our 2010 compensation policies and programs and believe that our
compensation policies and programs do not create risks that are reasonably
likely to have a material adverse effect on the Company.  To assist us
in evaluating these policies and programs and making this assessment, we
reviewed and discussed our compensation policies and programs with our
compensation consultants.





Committees
of the Board of Directors





The board
of directors has established four standing committees to assist it in the
administration of its responsibilities.  The board may establish other
special or standing committees from time to time.  Members of the
committees serve at the discretion of the board.  Each of our four
standing committees operates under a charter adopted by the
board.  Each committee member is independent under the NYSE listing
standards and otherwise qualifies under the applicable committee
charters.  On February 26, 2009, the board disbanded the oversight
committee which had been established in 2007 to explore strategic alternatives
for the Company.





Committee
      MembershipName
                                                      
                                                      Audit
                                                      
                                                      Finance &
                                                        Pension
                                                      
                                                      Organization,
                                                        Compensation &
                                                        Governance
                                                      
                                                      Environmental,
                                                        Health & SafetyRoger
      L. Headrick
                                                      
                                                      
                                                      
                                                      X
                                                      
                                                      ▲Nigel
      D. T. Andrews
                                                      
                                                      X
                                                      
                                                      ▲
                                                      
                                                      XJames
      W. Crownover
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      X
                                                      
                                                      ▲Martin
      M. Hale
                                                      
                                                      X
                                                      
                                                      X
                                                      
                                                      
                                                      
                                                      XBurton
      M. Joyce
                                                      
                                                      
                                                      
                                                      X
                                                      
                                                      XBruce
      F. Wesson
                                                      
                                                      ▲
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      XJohn
      K. Wulff
                                                      
                                                      X
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      X


▲  Chairman
of the committee





Audit
Committee





The audit
committee is responsible for, among other things, overseeing the integrity of
our accounting and financial reporting processes and the audits of our financial
statements.  The audit committee meets periodically with management to
review our risk assessment and risk management policies and material financial
risk exposures and with the independent registered public accounting firm to
review the scope of the annual audit;  provides general oversight with
respect to the adequacy and effectiveness of our internal administrative
business process and accounting principles employed in our financial reporting;
and reviews our Quarterly Reports on Form 10-Q and Annual Report on Form 10-K
prior to filing with the SEC.  The audit committee also selects the
independent registered public accounting firm after discussion with the board of
directors; evaluates the independent registered public accounting firm’s
qualifications, independence and performance; approves all audit and permitted
non-audit services provided by the independent registered public accounting
firm; and reviews and approves the fees of the independent registered public
accounting firm.  The audit committee also reviews earnings press
releases, financial information and earnings guidance provided to rating
agencies; establishes procedures for handling complaints about accounting and
auditing matters; and periodically reviews our Code of Business
Conduct.  The audit committee has a written charter adopted by our
board of directors.  The audit committee reviews and assesses the
adequacy of its charter on an annual basis.  No changes were made to
the written charter in fiscal year 2009.


8


Our
separately designated standing audit committee was established in accordance
with Section 3(a)(58)(A) of the Exchange Act.  The current members of
the audit committee are listed in the Committee Membership table
above.  Each member of the audit committee is independent within the
meaning of SEC regulations and the NYSE listing standards.  All
members of our audit committee meet the financial literacy requirements of the
NYSE listing standards and at least one member has accounting or related
financial management expertise as required by the NYSE.  In addition,
the board of directors has determined that Bruce F. Wesson, the chairman of the
audit committee, qualifies as an “audit committee financial expert” within the
meaning of SEC regulations.





Organization,
Compensation & Governance Committee





The
organization, compensation and governance committee is responsible for, among
other things, the administration of our compensation plans, including approval
of the level of compensation for our executive officers and the review and
approval of bonus and deferred compensation plans, incentive arrangements, long
term incentive programs and equity ownership guidelines for our executive
officers.  The committee reviews and approves the corporate goals and
objectives relative to the Chief Executive Officer’s compensation, evaluates the
Chief Executive Officer’s performance against those goals and recommends to the
board of directors for approval the Chief Executive Officer’s compensation based
on this evaluation.  The committee is also responsible for corporate
governance and organizational matters, including advising the board with respect
to the organization, size and composition of the board and its
committees,  identifying and recommending to the board of directors
qualified candidates for election or appointment to the board of directors,
reviewing and recommending changes to our corporate governance principles,
evaluating board performance and reviewing our policies and programs that relate
to corporate governance matters.  The committee also assists the board
in succession planning for senior management and reviews risks relating to our
compensation programs.  The committee has a written charter adopted by
our board of directors.  The committee periodically reviews and
assesses the adequacy of its charter and our corporate governance
principles.  No changes were made to the written charter in fiscal
year 2009.  Our corporate governance principles were revised in 2008
and approved by the board on February 26, 2009.  No other revisions
were made to our corporate governance principles in 2009.  The current
members of the committee are listed in the Committee Membership table
above.  Each member of the committee is independent within the meaning
of SEC regulations and the NYSE listing standards.





Compensation
Committee Interlocks and Insider Participation





No member
of the organization, compensation and governance committee was at any time
during 2009 employed as an employee or officer of the Company or had any
relationship with the Company requiring disclosure as a related-party
transaction.  In addition, no executive officer of the Company has
served on the board of directors or compensation committee of any other entity
that has one or more executive officers who served as a member of our board of
directors or compensation committee during 2009.





Finance
& Pension Committee





The
finance and pension committee is responsible for, among other things, reviewing
and making recommendations to the board of directors regarding the issuance or
repurchase of securities, material debt financings, material capital
expenditures, acquisitions, divestitures, other material expenditures, dividend
policy, management of pension assets and insurance risk management
programs.  The committee is authorized to approve certain debt
financings when the board of directors is not in session.  The
committee has a written charter adopted by our board of
directors.  The committee periodically reviews and assesses the
adequacy of its charter.  No changes were made to the written charter
in fiscal year 2009.  The current members of the committee are listed
in the Committee Membership table above.





Environmental,
Health & Safety Committee





The
environmental, health and safety committee provides, among other things,
guidance to and oversight of management with respect to safety, health,
environmental, security and regulatory matters, including the review of our
safety, health and environmental performance, policies, standards, procedures,
management systems and strategic plans.  The committee also recommends
actions and policies that will enable us to achieve a high level of safety,
health and environmental performance compared with our peers in the chemical
industry.  The committee has a written charter adopted by our board of
directors.  The committee periodically reviews and assesses the
adequacy of its charter.  No changes were made to the written charter
in fiscal year 2009.  The current members of the committee are listed
in the Committee Membership table above.


9





Director
Nomination Process





The
organization, compensation and governance committee is responsible for, among
other things, screening potential director candidates and recommending qualified
candidates to the board for nomination or appointment.  When
identifying and evaluating candidates, the committee first determines whether
there are any evolving needs of the board that require expertise in a particular
field.  While the committee does not have a specific written policy on
the diversity of the board, the committee also seeks nominees with a broad
diversity of experience, professionalism, skills and backgrounds.  The
committee does not assign specific weights to particular criteria and no
particular criterion is necessarily applicable to all prospective
nominees.  We believe that the backgrounds and qualifications of the
directors, considered as a group, should provide a composite mix of experience,
knowledge and abilities that will allow our board to fulfill its
responsibilities.





Our
corporate governance principles also require that all director candidates,
whether recommended by a shareholder or otherwise, possess the following
qualifications:





(i)
            unquestionable
      personal and professional ethics and
integrity;


(ii)
            policy-making
      experience in business, education, technology or
    government;


(iii)
            expertise
      that is useful to Chemtura and complementary to other board
      members;


(iv)
            a
      willingness to serve on the board for a period of at least several years
      and to devote the time required to meet the responsibilities and perform
      the duties of a director, including attendance at all board and applicable
      committee meetings;


(v)
            a
      commitment to represent the best interests of all shareholders and to
      objectively appraise the performance of Chemtura and of management;
      and


(vi)
            involvement
      only in activities that do not create a conflict with the director’s
      responsibilities to Chemtura and its
  shareholders.





The
committee may retain a third-party search firm to assist the committee and the
board in locating qualified candidates that meet the needs of the board at that
time.  The search firm provides information on a number of candidates,
which the committee reviews and discusses.  The committee, other
members of the board and the Chairman and Chief Executive Officer, will
interview potential board candidates.  If the committee determines
that a potential candidate meets the needs of the board, has the qualifications,
and meets the independence standards required by the NYSE, it will recommend the
nomination or appointment of the candidate to the board.





The
committee will consider qualified candidates recommended by shareholders for
board membership in accordance with the procedures established in our
By-Laws.  Any shareholder entitled to vote in an election of directors
may recommend one or more candidates for election as a director if written
notice has been given to the Secretary of Chemtura not later than 90 days prior
to the anniversary date of the immediately preceding annual meeting or the close
of business on the tenth day following the date on which notice of the annual
meeting is first given to shareholders, whichever is earlier.  Each
notice shall set forth the following:





(i)
            the
      name and address of the shareholder who intends to make the recommendation
      and of the person or persons
recommended;


(ii)
            a
      representation that the shareholder is a holder of record of stock of
      Chemtura entitled to vote at the annual meeting holding common stock of
      the Company with a value of at least $1,000 and intends to appear in
      person or by proxy to nominate the person or persons specified in the
      notice;


(iii)
            a
      description of all arrangements or undertakings between the shareholder
      and each recommended nominee and any other person or persons (naming such
      person or persons) pursuant to which the nomination or nominations are to
      be made by the shareholder;


(iv)
            such
      other information regarding each nominee recommended by such shareholder
      as would be required to be included in a proxy statement filed pursuant to
      the proxy rules of the SEC; and


(v)
            the
      consent of each recommended nominee to serve as a director, if so
      elected.





As a
result of the Chapter 11 cases, the Company has temporarily suspended its annual
meeting of shareholders.





Section
16(a) Beneficial Ownership Reporting Compliance





Under SEC
rules, our directors, executive officers and holders of more than 10% of our
stock, if any, are required to file with the SEC reports of holdings and changes
in beneficial ownership of our stock.  We have reviewed copies of
these SEC reports as well as other records and information.  Based on
that review, we believe that all reports were timely filed during 2009, with the
exception of the following:  Mr. Dickey filed a Form 4 on January 7,
2009 to report the vesting of 16,667 restricted stock units on December 17,
2008;  Mr. Wedinger filed a Form 4 on January 7, 2009 to report the
vesting of 16,667 restricted stock units on December 17, 2008; and Ms. Anderson
filed a Form 4 on April 20, 2010 to report the sale of 1,869 shares of the
Company on December 16, 2009.


10





Code of Conduct, Committee Charters
and Corporate Governance Principles





We have
adopted a written code of ethics, or “code of business
conduct,”  applicable to all our directors, officers (including our
Chief Executive Officer, Chief Financial Officer, Corporate Controller and any
person performing similar functions) and employees.  We intend to
disclose any waivers of, or amendments to, the code of business conduct on our
website.  The code of business conduct, audit committee charter,
organization, compensation and governance committee charter and corporate
governance principles may be viewed on our website at www.chemtura.com.  You
may also obtain a copy of any of these documents without charge by writing
to:  Chemtura Corporation, 199 Benson Road, Middlebury,
CT  06749 USA,  Attention: Corporate Secretary.





ITEM
11.  EXECUTIVE COMPENSATION





Report of the Organization,
Compensation and Governance Committee





The
following report does not constitute soliciting materials and is not considered
filed or incorporated by reference into any other Company filing under the
Securities Act  or the Exchange Act, unless the Company specifically
states otherwise.





The
organization, compensation and governance committee has reviewed and discussed
with management the Compensation, Discussion and Analysis (“CD&A”) set forth
below including the accompanying tables.  The organization,
compensation and governance committee recommended to the board of directors that
the CD&A be included in the Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2009 as amended hereby.





Roger L.
Headrick, Chairman


Nigel D.
T. Andrews


James W.
Crownover


Burton M.
Joyce





Compensation,
Discussion and Analysis





The
following discussion and analysis of compensation arrangements of our named
executive officers (including our Chief Executive Officer, Chief Financial
Officer and other executive officers appearing in the Summary Compensation Table)
should be read together with the compensation tables and related disclosures set
forth below.





Overview
of 2009 Compensation





On March
18, 2009, we filed for protection under Chapter 11 of the Bankruptcy
Code.  Our primary goal in 2009 for executive compensation was to
motivate and attract highly qualified executives focused on leading us through
our Chapter 11 reorganization and delivering superior
performance.




During
2009, our named executive officers provided significant leadership in
stabilizing our business operations, obtaining sufficient liquidity to operate
our business and adjusting to the changes created by our filing for protection
under Chapter 11 of the Bankruptcy Code.  Upon filing for Chapter 11,
we obtained the commitment of a $400 million senior secured super-priority
debtor-in-possession credit agreement (the “DIP Credit Facility”), which
provided liquidity necessary for us to continue operations as a
debtor-in-possession (“DIP”).  On February 12, 2010, we refinanced our
existing DIP Credit Facility with a $450 million credit facility (the “Amended
and Restated DIP Credit Agreement”) which substantially reduced our financing
costs and provided greater flexibility to operate our business.  We
have developed a long range business plan that sets a course on strengthening
and growing our businesses as well as identifying assets and activities that no
longer fit our core businesses.  As part of our business plan, we also
initiated various restructuring activities, including the restructuring in 2010
of certain operations of our flame retardants business and initiated the sale of
our polyvinyl chloride (“PVC”) additives business which we expect will be
completed in the first half of 2010.




In 2009,
our named executive officers also provided significant leadership in improving
our financial health and meeting or exceeding our financial objectives
by:




·
            Achieving
      or exceeding performance levels required by our DIP Credit Facility
      through margin expansion and reduction in selling, general and
      administrative expenses despite weak demand
  conditions;




11


·
            Improving
      the collection of accounts receivable despite the impact of the recession
      and reducing inventory levels which, together with operating
      profitability, resulted in generating positive cash flow* for 2009 and the
      accumulation of substantial cash balances;
and




·
            Identifying,
      and now working closely with, several financial institutions we expect
      will lead our exit financing.  The support of these institutions
      offers us the potential to finance our plan of reorganization and emerge
      as a financially sound, stand-alone global
  company.





*We define
“positive cash flow” as net cash provided from operating activities, excluding
cash inflows and outflows associated with our former accounts receivable
financing facilities, less cash flows from investing activities related to
capital expenditures.  This is not an accounting measure in accordance
with U.S. generally accepted accounting principles (“GAAP”).  This
measure does not consider cash flows required to meet maturities of debt or
repayments under our former accounts receivable financing
facilities.  For customers, vendors and employees, it does not
indicate whether our total indebtedness, net of cash and cash equivalents, is
increasing or decreasing.  See our Consolidated Statement of Cash
Flows in the Original Filing for complete information.





Role
of the Organization, Compensation and Governance Committee





The
organization, compensation and governance committee (the “committee”) is
primarily responsible for overseeing the overall compensation structure,
policies and programs for our executive officers.  Our Chief Executive
Officer (“CEO”) annually reviews the performance of each of the executive
officers and recommends salary adjustments to the committee for approval as well
as annual cash incentive compensation and equity compensation applying specific
performance metrics that have been previously approved by the committee for the
executive officers.  The CEO also recommends to the committee for
approval discretionary cash bonuses to reward extraordinary performance and
contributions to the Company.  Although the committee considers the
CEO’s recommendations, it retains full discretion to set all compensation for
executive officers other than the CEO.  Regarding the CEO, the
committee establishes and reviews the corporate goals and objectives relative to
the CEO’s compensation and recommends to the board of directors for approval the
CEO’s compensation based on an evaluation of the CEO’s performance against the
previously established corporate goals and objectives.  The committee
is comprised entirely of independent directors as defined under NYSE listing
standards.  Under its charter, the committee has the discretion to
retain outside legal, accounting and consulting services in discharging its
duties.





Executive
Compensation Philosophy and Objectives





Our
primary goal in 2009 for executive compensation was to motivate and attract
highly qualified executives focused on leading us through our Chapter 11
restructuring and delivering superior performance.  Our executive
compensation programs require each named executive officer to demonstrate
exceptional individual performance and to contribute as a member of the team to
our overall success.  Prior to 2009, we designed our executive
compensation programs to achieve the following objectives:





Pay-for-Performance:Our executive
compensation programs were structured with a significant portion of variable, or
at-risk, cash and equity compensation to ensure that the actual compensation
realized by the named executive officers directly linked to individual, business
unit and Company-wide performance.





Alignment:  Our
executive compensation programs were designed to align the interests of the
named executive officers with those of our shareholders both in the short-term
and the long-term.  The annual cash incentive program rewarded
executives for the achievement of specific financial and individual performance
on an annual basis.  Our equity programs, combining stock options with
time-based and performance-based restricted stock units (“RSUs”), further
aligned the interests of our named executive officers and shareholders in the
creation of shareholder value over the long-term.





Market
Competitiveness:   A key to our future success is the
ability to assemble a team of highly qualified executives who can provide the
leadership necessary to execute our business strategy over the shorter and
longer term.  Our executive compensation programs have been designed
to offer market competitive compensation that would allow us to attract a
talented executive management team capable of meeting or exceeding our business
objectives.





Because
of our Chapter 11 cases and pending restructuring, traditional compensation
arrangements comprising a mix of short-term and long-term cash and equity
compensation were not deemed suitable for our executive officers at this time;
however, in the future we may offer equity compensation to our executive
officers as long-term incentives.   Since filing for Chapter 11,
our executive compensation programs have been redesigned to reward the
achievement of certain pre-determined financial goals and milestones in our
Chapter 11 restructuring.  Our executive compensation programs also
aim to encourage our management team to position the Company to emerge from
Chapter 11 as quickly as possible.  In order to achieve these
objectives, the Bankruptcy Court approved and the committee adopted the Key
Employee Incentive Plan (the “KEIP”) comprised of two components:  the
2009 Management Incentive Program (the “2009 MIP”), an annual performance-based
cash incentive program tied to the achievement of improving our cash flow and
maximizing value for our stakeholders and the Emergence Incentive Plan (“EIP”),
an incentive program tied to value creation in connection with our emergence
from Chapter 11.


12





How
We Use Compensation Consultants





Since
2004, we have retained the services of Towers Watson & Co. (f/k/a Towers,
Perrin, Foster & Crosby, Inc. (“Towers Watson”)), a management consulting
firm, to advise the committee and the Company on executive compensation
matters.  During 2009, Towers Watson attended several committee
meetings on matters related to compensation for our executive officers,
including assisting the committee and the Company in designing our executive
compensation programs.  In 2009, fees paid to Towers Watson for these
services totaled $24,565.  Additionally, Towers Watson filed a proof
of claim for pre-petition unpaid services provided to the committee and the
Company for $202,469.  We have also utilized the services of Pearl
Meyer & Partners (“Pearl Meyer”) for executive compensation survey
work.  In 2009, fees paid to Pearl Meyer for these services totaled
$3,302.





Management
engaged Towers Watson to provide additional consulting services, including
pension and actuarial consulting services, advice in connection with the sale of
our PVC additives business and, in connection with our Chapter 11 cases, review,
analysis and preparation of schedules and financial reports relating to our
pension plans and other post-employment benefit plans.  In 2009, fees
paid to Towers Watson for these services totaled $907,297.  Towers
Watson filed a proof of claim for pre-petition unpaid services provided to the
Company for $74,170.  Management also engaged Pearl Meyer to provide
additional consulting services in connection with our Chapter 11 cases,
including providing information, analysis and documentation to the creditors’
committee and other professionals regarding our executive compensation
programs.  In 2009, fees paid to Pearl Meyer for these services
totaled $108,300.  The committee did not approve these consulting
services because such approval is not required under the committee’s
charter.





No member
of the committee or any named executive officer has any affiliation with Towers
Watson or Pearl Meyer.  From time to time, we have also retained the
services of outside counsel to advise us on compensation matters.





Pay
Levels and Benchmarking





Pay
levels for executives are based on the following factors:





·
            roles
      and responsibilities within the
Company;


·
            experience
      and expertise;


·
            compensation
      levels in the marketplace for similar positions;
  and


·
            the
      performance of the individual and the Company as a
  whole.





When
reviewing marketplace compensation for our executive officers, the committee
considers publicly available information, such as the compensation disclosures
of proxy statements from competitors as well as data from privately published
compensation surveys focusing on other companies within the chemical industry
and other relevant industries.  Analyses are prepared jointly by us
and our consultants.  In 2009, to assist us in our compensation
decisions, we prepared an analysis of executive compensation using proxy data
from a specific peer group and published survey data from the Equilar, Hay
Group, Towers Watson and Mercer compensation surveys.  Data from the
Hay Group was chemical industry specific within the United
States.  Towers Watson data covered both the chemical industry and
general industry in the United States.  The data drawn from these
sources was adjusted to account for differences between Chemtura and the
companies represented in the data, such as relative differences in revenues and
scope of operations.





The
committee reviews the companies that comprise the peer group each year to ensure
that the peer group remains appropriate.  During 2009, the committee
revised the peer group based on the companies that compete with us in the
chemical industry and with which we compete for executive talent.  The
companies in the peer group were identified based on industry, revenues, number
of employees, total assets and market capitalization.  The committee
determined that Lyondell Chemical Company, PPG Industries Inc., Praxair Inc. and
Rohm & Haas Co. should be removed from the peer group because total revenues
and assets for these companies were not comparable to Chemtura.  In
addition, the committee determined that a larger sample size was appropriate
and, therefore, increased the peer group from 10 companies to 17 companies and
added Airgas, Inc., Arch Chemicals, Inc., Ashland Inc., Georgia Gulf Corp.,
NALCO Holding Co., PolyOne Corp., Rockwood Holdings, Inc., RPM International
Inc., Valspar Corp., W. R. Grace & Co. and Westlake Chemical
Corp.  For 2009, the peer group that the committee reviewed to ensure
that our total compensation is within a reasonably competitive range included
the following 17 companies:


13





Airgas
      Inc.
              
              Eastman
      Chemical Co.
              
              Rockwood
      Holdings Inc.Albermarle
      Corp.
              
              FMC
      Corp.
              
              RPM
      International Inc.Arch
      Chemicals, Inc.
              
              Georgia
      Gulf Corp.
              
              Valspar
      Corp.Ashland
      Inc.
              
              Lubrizol
      Corp.
              
              W.
      R. Grace & Co.Cabot
      Corp.
              
              NALCO
      Holding Co.
              
              Westlake
      Chemical Corp.Cytec
      Industries Inc.
              
              PolyOne
      Corp.





The
committee reviews the compensation practices of the companies in these studies
to design compensation programs to attract new executives in our highly
competitive industry and to confirm proper levels of compensation for our named
executive officers.  This compensation data is one factor the
committee uses in determining executive compensation; it is not a definitive
factor in making such compensation decisions.  Moreover, the committee
does not adhere to strict formulas, benchmarking or its review of the
compensation data described above to determine the mix of compensation
elements.  Instead, the committee considers various factors in
exercising its discretion to determine compensation, including the experience,
expertise, responsibilities and performance of each named executive
officer.





Components
of Compensation





Prior to
2009, our compensation programs for named executive officers comprised four
components:  base salary, annual performance-based cash incentive
compensation, long-term equity incentive compensation and discretionary cash
bonuses.  Our current compensation structure reflects our Chapter 11
status.  Our compensation programs for named executive officers
consist of base salary, annual performance-based cash incentive compensation and
incentives tied to our emergence from Chapter 11.  The annual
performance-based incentive compensation plan is designed to reward the
achievement of certain financial goals in our Chapter 11 restructuring, such as
improving our cash flow and maximizing value for our various stakeholders in the
short-term.  Our EIP is designed to attract key executives and
employees, align the interests of our executives and employees with those of our
stakeholders, maximize the value of the Company’s Chapter 11 estate and motivate
and reward exceptional performance through and beyond our emergence from Chapter
11.  The overall compensation program is also designed to attract
executives with the appropriate experience and mitigate the risks associated
with joining a company in the process of a Chapter 11
restructuring.





To
achieve the compensation objectives described above, the compensation programs
for our named executive officers in 2009 comprised the following
components:





Base Salary:fixed
pay that takes into account an individual’s roles and responsibilities,
experience and expertise designed to provide a market competitive annualized
base salary.





Annual Performance-Based Cash
Incentive Compensation:  variable performance-based cash
payments under our 2009 MIP designed to reward the achievement of
pre-established financial goals specifically tied to our Chapter 11
restructuring with target award opportunities generally expressed as a
percentage of base salary.





Emergence Incentive
Compensation:  performance-based incentive awards under our
2009 EIP designed to reward the achievement of pre-established financial goals
upon emergence from Chapter 11 in the form of time-based restricted stock units
and/or stock options or in another form of consideration.





A summary
of each component of compensation is provided below.





Base
Salary





Base
salary levels are reviewed annually by the committee as part of our annual
performance management process, as well as upon promotions or other significant
changes in job responsibility.  Base salaries are reviewed and
adjusted by the committee with regard to:





·
            Individual
      performance of the executive;


·
            Internal
      review of the executive's compensation relative to others on the executive
      team;


·
            New
      job responsibilities and
promotions;


·
            Experience
      and expertise; and


14


·
            Market
      data provided by the analyses described
above.





In 2009,
the committee did not approve base salary increases for our named executive
officers because we filed for protection under Chapter 11 of the Bankruptcy Code
on March 18, 2009.  Base salary increases for 2010 were reviewed by
the committee during the first quarter of 2010.  In 2010, the
committee approved a merit and market adjustment base salary increase of $25,000
for Ms. Flaherty effective April 4, 2010.  None of our other named
executive officers received a base salary increase in 2010 because the committee
believed that the current base salaries were appropriate based on reviews of
competitive market data.





Annual
Performance-Based Cash Incentive Compensation





The
Chemtura Corporation 2005 Short-Term Incentive Plan (the “2005 STIP”) was
approved by our shareholders in 2005 (known as the Crompton Corporation plan at
the time of shareholder approval). The 2005 STIP granted the committee the
authority to develop annual cash and equity incentive programs designed to
reward key employees for the attainment of pre-established, objective
performance goals.





The
Chemtura Corporation Management Incentive Program (“MIP”) is an annual
performance-based cash incentive program established under the 2005 STIP. The
2009 MIP, which was approved by the Bankruptcy Court on July 28, 2009, provides
each participant, including named executive officers, with an opportunity to
earn cash compensation in the form of an annual cash incentive based on the
attainment of pre-established financial performance goals specifically tied to
our Chapter 11 restructuring (the “MIP Award”).  Participants in the
2009 MIP fall into one of three groups:  Executive Participants,
Function Participants and Business Participants, as determined by the committee
and, where applicable, the board.  Some participants may be allocated
or split between function and business or multiple business units depending on
their positions.  Each MIP participant was assigned an incentive
opportunity expressed as a percentage of base pay (the “Target
Percentage”).  A participant’s final MIP Award payment is calculated
by multiplying the Target Percentage by the applicable award percentage based on
the actual results achieved for the applicable performance goal, and may range
from 0% up to a maximum of 200% of the Target Percentage.  That figure
is then subject to adjustment up or down based on the Company’s or assigned
Business Unit’s safety performance over the performance period, as determined by
reference to the Company’s or assigned Business Unit’s Total Recordable Case
Rate (“TRCR”).  Recordable cases refer to recordable injuries in the
workplace.  The TRCR, as defined by OSHA, is calculated by multiplying
the number of recordable cases by 200,000 and dividing that number by the number
of labor hours at the Company.  The committee has the discretion to
further adjust each participant’s MIP Award up or down, based on its assessment
of any personal, function or other performance it determines should be
considered.





The 2009
MIP Target Percentages established by the board for Mr. Rogerson and by the
committee for our other named executive officers were:  Mr. Rogerson
100%; Mr. Forsyth 70%; Mr. Dickey 70%; Mr. Mahoney 40%; and Ms. Flaherty
50%.  Mr. Wedinger, who left the Company on July 1, 2009, was not
eligible to receive an award under the 2009 MIP.





2009 Performance
Measures.  For 2009, the performance measures used to determine
the MIP payouts included consolidated earnings before interest, taxes,
depreciation expense and amortization expense, and adjusted for certain special
items as described in the 2009 MIP (“ Consolidated EBITDA” ), Consolidated Days
Sales Outstanding (“DSO” ) and Consolidated Days Cost in Inventory (“DCI”
).  Consolidated EBITDA was established by the committee as a
performance metric to incentivize management to improve cash flow and to meet or
exceed the financial covenants in our DIP Credit Facility.  DSO and
DCI are formulas that measure the time it takes to convert working capital into
cash.  DCI measures the average number of days that it takes to turn
inventory into sales.  DSO measures the average number of days that it
takes to collect receivables after revenue has been recognized.  The
lower the DSO and DCI, the more efficient we are managing our working
capital.  DSO and DCI were established by the committee as performance
metrics to incentivize management to improve our working capital.  DSO
and DCI are measured at the end of each quarter against pre-established
quarterly DSO and DCI performance metrics.





Cash
awards under the 2009 MIP for Executive Participants are based on Consolidated
EBITDA (weighted 70%), DSO (weighted 15%) and DCI (weighted
15%).  Cash awards under the 2009 MIP for Business Participants are
based on the achievement of Business Unit EBITDA (weighted 70%), Business Unit
DSO (weighted 15%) and Business Unit DCI (weighted 15%).  Cash awards
under the 2009 MIP for Function Participants are based on the achievement of
Consolidated EBITDA (weighted 50%), Consolidated DSO (weighted 10%),
Consolidated DCI (weighted 10%) and Function Goals (weighted
30%).  The 2009 MIP opportunity for Messrs. Rogerson, Forsyth, Dickey,
Mahoney and Ms. Flaherty was based upon Executive Participant performance
goals.


15





The
committee approved threshold, target and maximum Consolidated and Business Unit
EBITDA, DSO and DCI performance goals.  For Executive and Function
Participants, there would be no payout under the 2009 MIP unless threshold
performance under the Consolidated EBITDA performance metric is
achieved.  For Business Participants, there would be no payout under
the 2009 MIP unless the thresholds for Consolidated EBITDA and Business Unit
EBITDA performance metrics are achieved.  Once performance above the
minimum threshold level is met for Consolidated EBITDA for Executive and
Function Participants and Consolidated EBITDA and Business Unit EBITDA for
Business Participants, the 2009 MIP is funded from 1% to 200% depending on the
level of achievement of the applicable performance goal compared to a payout
scale.  Results between threshold and target and results between
target and maximum are interpolated on a straight line basis.





The
following table sets forth the threshold, target and maximum levels for
Consolidated EBITDA applicable to the 2009 MIP awards for Messrs. Rogerson,
Forsyth, Dickey, Mahoney and Ms. Flaherty as approved by the board for Mr.
Rogerson and by the committee for our other named executive
officers:





Performance Metric
                      
                      Threshold
                        (in millions)
                      
                      
                      Target
                        (in millions)
                      
                      
                      Maximum
                        (in millions)EBITDA
                      
                      $
                      150
                      
                      
                      $
                      250
                      
                      
                      $
                      325





The
following table sets forth the threshold, target and maximum levels for
Consolidated DSO and Consolidated DCI applicable to the 2009 MIP awards for
Messrs. Rogerson, Forsyth, Dickey, Mahoney and Ms. Flaherty as approved by the
board for Mr. Rogerson and by the committee for our other named executive
officers:





Performance Metric
                      
                      Threshold
                        (days)
                      
                      
                      Target
                        (days)
                      
                      
                      Maximum
                        (days)DSO
      Q1 2009
                      
                      
                      84
                      
                      
                      
                      76
                      
                      
                      
                      72DSO
      Q2 2009
                      
                      
                      72
                      
                      
                      
                      65
                      
                      
                      
                      62DSO
      Q3 2009
                      
                      
                      66
                      
                      
                      
                      60
                      
                      
                      
                      57DSO
      Q4 2009
                      
                      
                      66
                      
                      
                      
                      60
                      
                      
                      
                      57DCI
      Q1 2009
                      
                      
                      124
                      
                      
                      
                      113
                      
                      
                      
                      107DCI
      Q2 2009
                      
                      
                      105
                      
                      
                      
                      95
                      
                      
                      
                      90DCI
      Q3 2009
                      
                      
                      88
                      
                      
                      
                      80
                      
                      
                      
                      76DCI
      Q4 2009
                      
                      
                      88
                      
                      
                      
                      80
                      
                      
                      
                      76





In 2009,
Consolidated EBITDA was $264 million, exceeding the Consolidated EBITDA target
performance goal of $250 million and, therefore, was funded at
120%.  Consolidated DSO, as measured quarterly in 2009, was 74, 69, 62
and 64, and was funded at an average of 73%.  Consolidated DCI, as
measured quarterly in 2009, was 114, 87, 93 and 101, and was funded at an
average of 72%.  The 2009 MIP awards were not adjusted upward or
downward based upon the Company’s TRCR safety multiplier of 1.  The
2009 MIP cash incentive awards approved by the board for Mr. Rogerson and by the
committee for Messrs. Forsyth, Dickey, Mahoney and Ms. Flaherty were as
follows:





Craig
      A. Rogerson
                  
                  $
                  1,057,125Stephen
      C. Forsyth
                  
                  
                  351,494David
      G. Dickey
                  
                  
                  332,994Billie
      S. Flaherty
                  
                  
                  171,783Kevin
      V. Mahoney
                  
                  
                  130,070





Emergence
Incentive Compensation





We
believe that we will encourage the desired performance from our executive
officers by ensuring each such individual has a substantial personal interest in
our successful emergence from Chapter 11.  The EIP, which was approved
by the Bankruptcy Court on July 28, 2009, provides the opportunity for
participants to earn an award that will be granted upon our emergence from
Chapter 11 in the form of time-based restricted stock units and/or stock
options, or in another form of consideration.  The purpose of the EIP
is to motivate and incentivize key executives and employees, aligning their
interests with those of our stakeholders, maximize the value of the Company’s
Chapter 11 estate and reward exceptional performance through and beyond our
emergence from Chapter 11.  The number of employees included in the
EIP and the size of the award pool is based upon specific Consolidated EBITDA
levels achieved during the twelve month period immediately preceding the
Company’s emergence from Chapter 11.  The EIP also provides for an
award pool valued at $750,000 that the committee and/or the Company can utilize,
at its discretion, for new hires and promotions during the pendency of the
Chapter 11 cases.  The EIP is currently unfunded and will be funded
only if we achieve the Consolidated EBITDA performance goal and emerge from
Chapter 11.


16





On
September 11, 2009, the following values, determined at the time of grant, were
established by the board for Mr. Rogerson and by the committee for our other
named executive officers for any award made under the EIP upon our emergence
from Chapter 11:





Craig
      A. Rogerson
                  
                  $
                  2,500,000Stephen
      C. Forsyth
                  
                  
                  625,000David
      G. Dickey
                  
                  
                  590,000Billie
      S. Flaherty
                  
                  
                  325,000Kevin
      V. Mahoney
                  
                  
                  225,000





Messrs.
Rogerson, Forsyth and Ms. Flaherty will be eligible to receive an award under
the EIP only if we achieve $200 million in Consolidated EBITDA (as will be
defined in the plan) for the twelve month period immediately preceding our
emergence from Chapter 11.  Mr. Mahoney will be eligible to receive an
award under the EIP only if we achieve $221 million in Consolidated EDITDA (as
will be defined in the plan) for the twelve month period immediately preceding
our emergence from Chapter 11.  Mr. Dickey resigned effective April
23, 2010 and is not eligible to receive an award under the EIP.





Discretionary
Cash Bonus





There
were no discretionary cash bonuses awarded to our named executive officers for
2009.





Long-Term
Equity Incentive Compensation





Our
long-term equity incentive compensation programs were designed to reward
demonstrated performance and leadership, motivate future superior performance,
align the interests of the executives with that of our shareholders, and
motivate and retain the executives through the term of the award.  The
2006 Chemtura Corporation Long-Term Incentive Plan (the “2006 LTIP”) provides
for, among other things, the grant of incentive stock options, non-qualified
stock options, stock appreciation rights, restricted stock, RSUs, performance
stock and cash-based long-term incentives.





Prior to
2009, we increasingly weighted our equity awards towards RSUs with a performance
component because we believed it was a better tool to motivate our executive
team, enhance morale and teamwork and encourage retention while rewarding the
achievement of specific Company-wide financial performance
goals.  Unlike a stock option award, the compensation value of an RSU
award does not depend on future stock price increases; at grant, its value is
equal to our stock price.  Although its value may increase or decrease
with our stock price before vesting, an RSU award will maintain value in the
long term, encouraging retention.  By contrast, the value of a stock
option depends on future stock price appreciation.  Accordingly, RSUs
deliver greater share-for-share compensation value at grant than stock options,
and we can offer comparable grant date compensation with fewer shares and less
dilution to our shareholders.





Because
of our Chapter 11 cases and pending restructuring, traditional equity
compensation arrangements, such as stock options and RSUs, were not deemed
suitable for our executive officers at this time.  Accordingly, there
were no stock options or RSUs granted to our named executive officers in
2009.  In the future, however, we may offer equity compensation to our
named executive officers as long-term incentives.   As a
replacement for long-term equity compensation, the committee adopted the EIP as
described more fully above.





As
described more fully in the notes to the Outstanding Equity Awards at
Year-End Table below, several of our named executive officers were
previously awarded RSUs that vested after the Company filed for protection under
Chapter 11 of the Bankruptcy Code on March 18, 2009.  These RSUs are
subject to the applicable provisions of the Bankruptcy Code and cannot be
distributed to the named executive officers outside a plan of
reorganization.




17




Other
Compensation Elements




Savings
Plans:Executive officers are eligible to participate in the
Chemtura Corporation Employee Savings Plan, a 401(k) tax qualified savings plan
generally available to all U.S.-based Chemtura employees (the “401(k)
Plan”).  The 401(k) Plan includes a flat Company contribution in the
amount of 3% of each employee's eligible compensation up to certain limits
imposed by the Internal Revenue Code.  This flat 3% contribution was
suspended by the board of directors effective January 1, 2009.  The
401(k) Plan participants, including executives, are also eligible to receive a
dollar-for-dollar match on their personal contributions, up to a maximum of 6%
of their eligible compensation, subject to certain limits imposed by the
Internal Revenue Code.  Executive officers are also eligible to
participate in the Company's Supplemental Savings Plan.  This program
is designed to provide benefits similar to the benefits available under the
401(k) Plan for eligible compensation that is above the limits imposed by the
Internal Revenue Code on contributions to the 401(k) Plan.  These
savings plans are the only retirement programs available to our executive
officers.  The savings plans described above are offered to our
executive officers to provide competitive compensation opportunities similar to
those that are commonly made available by other companies in our
industry.





Perquisite
Allowance: During 2009, our named executive officers were
provided with a fixed perquisite allowance. The perquisite allowance is $75,000
for the CEO, $32,000 for Executive Vice Presidents and $16,000 for Senior Vice
Presidents.  The allowance is not grossed up for taxes.  Mr.
Wedinger received a perquisite allowance of $16,369 representing the prorated
amount from January 1, 2009 through July 1, 2009, his date of
termination.  Ms. Flaherty received a perquisite allowance of $14,462
representing the prorated amount from February 1, 2009, her date of promotion to
Senior Vice President, General Counsel & Secretary, through December 31,
2009.  The perquisite allowance replaced our past practice of
reimbursing executive officers for individual perquisite
expenses.  The committee believes that the perquisite allowance
combined with base salary offers our named executive officers a market
competitive compensation element that allows us to attract and retain key
executives.





Stock
Ownership Guidelines





The
committee believes that stock ownership by management closely aligns the
interests of management with those of our shareholders.  Accordingly,
prior to our Chapter 11 cases, the committee established stock ownership
guidelines for senior management, including our named executive
officers.  The guidelines require our senior management, including
named executive officers, to achieve equity ownership targets based upon a
multiple of current base salary ranging from two times base salary to five times
base salary depending on the position.  The stock is valued at the
higher of the current market price or the average of the five previous closing
prices on the last day of fiscal year 2008.  The committee expected
our named executive officers to achieve the equity targets within five years of
hire or promotion to an eligible position although the five year period had not
expired for any of our named executive officers.  As of December 31,
2008, our named executive officers had not yet achieved their equity ownership
targets.  There are no penalties for failing to achieve the equity
targets.  The stock ownership guidelines were suspended in 2009
because of our Chapter 11 restructuring.  The committee expects to
review the stock ownership guidelines once we emerge from Chapter
11.





Severance
Arrangements





The
committee has adopted the Chemtura Corporation Executive and Key Employee
Severance Plan, as amended on March 13, 2009 (the “Executive and Key Employee
Severance Plan”).   None of the named executive officers is
entitled to receive compensation or benefits upon termination other than as
provided in the Executive and Key Employee Severance Plan and other plans
generally available to other employees.  See discussion below of Potential Payments Upon Termination
or Change-In-Control.The committee believes that the
Executive and Key Employee Severance Plan is important to the competitiveness of
our overall compensation program.





Tax
and Accounting Considerations





Section
162(m) of the Internal Revenue Code generally provides that certain kinds of
compensation in excess of $1 million in any single year paid to the CEO and the
three other most highly compensated executive officers (other than our principal
financial officer) are not deductible for federal income tax purposes unless the
compensation qualifies as “performance-based compensation” that has been
disclosed to and approved by shareholders.  Performance-based
compensation qualifying under Section 162(m), among other requirements, must be
payable only upon the attainment of pre-established, objective performance goals
that were established by a board committee consisting only of “outside
directors.”  The committee's policy is to maximize deductibility to
the extent possible while maintaining flexibility in compensating executive
officers in a manner designed to promote varying corporate
goals.  Accordingly, we have submitted relevant plans for shareholder
approval.  However, if following the requirements of Section 162(m)
would not be in the best interests of the Company, the committee may exercise
discretion to pay nondeductible compensation.  Accordingly, in the
future, the committee will use its discretion to determine whether to make
awards that satisfy the “qualified performance-based” requirements of Section
162(m) in order to maximize tax deductibility of executive compensation while
balancing the interests of our shareholders and the most appropriate methods and
approaches for the design and delivery of compensation to our named executive
officers.  During 2005 and 2006, shareholders approved the 2005 STIP
and 2006 LTIP plans, respectively, under which awards intended to qualify as
performance-based compensation within the meaning of Section 162(m) are
authorized.


18





When
determining amounts and forms of compensation grants to executive officers and
employees, the committee considers the accounting cost associated with the
grants.  The accounting expense of equity awards to employees is
calculated in accordance with Accounting Standards Codification (“ASC”) Topic
718, Compensation – Stock
Compensation (“ASC 718”).  For a discussion of the assumptions
and methodologies used to calculate the expense of equity awards, see Note 2 –
Basis of Presentation and Summary of Significant Accounting Policies,
“Stock-Based Compensation” and Note 16 – Stock Incentive Plans to our
Consolidated Financial Statements in the Original Filing.  The
committee believes, however, that the advantages of equity compensation
programs, as discussed above, outweigh the non-cash expense associated with
them.




Section
280G of the Internal Revenue Code imposes an excise tax on payments to
executives and disallows a tax deduction by the Company for severance and other
payments made to certain executives in connection with a change-in-control, to
the extent the  payments exceed specified limits in the Internal
Revenue Code.We have designed
our severance and change-in-control arrangements to minimize the penalties under
Section 280G.





Section
409A of the Internal Revenue Code imposes, among other things, additional income
taxes on executive officers for certain types of deferred compensation that do
not comply with Section 409A.  In 2008, we revised several of our
compensation plans and agreements with technical changes designed to cause
deferred compensation payable under such plans and agreements to comply with or
be exempt from the requirements of Section 409A.


19


Executive
Compensation Tables





Summary
Compensation Table





The table
below presents information as of December 31, 2009, 2008 and 2007 regarding
compensation earned by or awarded to each of our named executive officers for
services rendered in 2009, 2008 and 2007.  These officers consist of
the Chief Executive Officer, the Chief Financial Officer and each of the three
other most highly compensated executive officers as of December 31,
2009.





Name of Executive and Principal
                                              Position
                                            
                                            Year
                                            
                                            Base Salary
                                              ($)(1)
                                            
                                            
                                            Bonus
                                              ($)(2)
                                            
                                            
                                            Stock
                                              Awards
                                              ($)(3)
                                            
                                            
                                            Stock
                                              Options
                                              ($)(3)
                                            
                                            
                                            Non-
                                              Equity
                                              Incentive
                                              ($)(4)
                                            
                                            
                                            Change in Value
                                              of Nonqualified
                                              Deferred
                                              Compensation
                                              ($)(5)
                                            
                                            
                                            All Other
                                              Compensation
                                              ($)(6)
                                            
                                            
                                            TotalCraig
      A. Rogerson
                                            
                                            2009
                                            
                                            
                                            1,000,000
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            1,057,125
                                            
                                            
                                            
                                            128
                                            
                                            
                                            
                                            195,882
                                            
                                            
                                            
                                            2,253,135Chairman,
      President and CEO
                                            
                                            2008
                                            
                                            
                                            53,846
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            207,000
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            4,039
                                            
                                            
                                            
                                            264,885Stephen
      C. Forsyth
                                            
                                            2009
                                            
                                            
                                            475,000
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            351,494
                                            
                                            
                                            
                                            33,067
                                            
                                            
                                            
                                            66,025
                                            
                                            
                                            
                                            925,586EVP
      & Chief Financial Officer
                                            
                                            2008
                                            
                                            
                                            474,904
                                            
                                            
                                            
                                            50,000
                                            
                                            
                                            
                                            387,450
                                            
                                            
                                            
                                            459,000
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (39,362
                                            )
                                            
                                            
                                            85,472
                                            
                                            
                                            
                                            1,417,4642007
                                            
                                            
                                            302,884
                                            
                                            
                                            
                                            90,305
                                            
                                            
                                            
                                            992,700
                                            
                                            
                                            
                                            662,850
                                            
                                            
                                            
                                            109,695
                                            
                                            
                                            
                                            (1,330
                                            )
                                            
                                            
                                            48,797
                                            
                                            
                                            
                                            2,205,901David
      G. Dickey (7)
                                            
                                            2009
                                            
                                            
                                            447,596
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            332,994
                                            
                                            
                                            
                                            49
                                            
                                            
                                            
                                            64,264
                                            
                                            
                                            
                                            844,903EVP
      & Group President - Performance
                                            
                                            2008
                                            
                                            
                                            424,404
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            387,450
                                            
                                            
                                            
                                            459,000
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            87,888
                                            
                                            
                                            
                                            1,358,742Products
                                            
                                            2007
                                            
                                            
                                            250,000
                                            
                                            
                                            
                                            141,875
                                            
                                            
                                            
                                            452,626
                                            
                                            
                                            
                                            125,350
                                            
                                            
                                            
                                            43,125
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            75,459
                                            
                                            
                                            
                                            1,088,435Billie
      S. Flaherty
                                            
                                            2009
                                            
                                            
                                            319,500
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            171,783
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            29,675
                                            
                                            
                                            
                                            520,958SVP,
      General Counsel and
                                            
                                            2008
                                            
                                            
                                            266,000
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            100,737
                                            
                                            
                                            
                                            119,000
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            20,700
                                            
                                            
                                            
                                            506,437Secretary
                                            
                                            2007
                                            
                                            
                                            242,200
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            18,090
                                            
                                            
                                            
                                            72,485
                                            
                                            
                                            
                                            58,996
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            20,250
                                            
                                            
                                            
                                            412,021Kevin
      V. Mahoney
                                            
                                            2009
                                            
                                            
                                            300,000
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            130,070
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            31,272
                                            
                                            
                                            
                                            461,342SVP
      and Corporate Controller
                                            
                                            2008
                                            
                                            
                                            296,538
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            129,150
                                            
                                            
                                            
                                            153,000
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            35,160
                                            
                                            
                                            
                                            613,8482007
                                            
                                            
                                            285,000
                                            
                                            
                                            
                                            17,250
                                            
                                            
                                            
                                            80,802
                                            
                                            
                                            
                                            114,450
                                            
                                            
                                            
                                            42,750
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            35,069
                                            
                                            
                                            
                                            575,321Robert
      S. Wedinger
                                            
                                            2009
                                            
                                            
                                            232,115
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            112
                                            
                                            
                                            
                                            231,791
                                            
                                            
                                            
                                            464,018Executive
      Vice President -
                                            
                                            2008
                                            
                                            
                                            424,481
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            387,450
                                            
                                            
                                            
                                            459,000
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            272
                                            
                                            
                                            
                                            80,172
                                            
                                            
                                            
                                            1,351,375Strategic
      Initiatives
                                            
                                            2007
                                            
                                            
                                            270,000
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            452,626
                                            
                                            
                                            
                                            125,350
                                            
                                            
                                            
                                            150,000
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            384,039
                                            
                                            
                                            
                                            1,382,015





(1)
            Amounts
      reported in this column include amounts deferred under the Chemtura
      Corporation Employee Savings Plan, a qualified 401(k) plan (the “401(k)
      Plan”), and the Company’s non-qualified Supplemental Savings
      Plan.  Messrs. Rogerson, Forsyth and Dickey each participated in
      both the 401(k) Plan and the Supplemental Savings Plan.  Ms.
      Flaherty and Messrs. Mahoney and Wedinger participated only in the 401(k)
      Plan.  Company contributions to both the 401(k) Plan and the
      Supplemental Savings Plan are reported in the Company Contributions to
      Defined Contribution Plans column in the All Other CompensationTable below and in the All Other Compensation column in the Summary CompensationTable above.  Company contributions to the Supplemental
      Savings Plan also are reflected in the Non-Qualified Deferred
      CompensationTable below.  Mr. Rogerson was hired as
      Chairman, President and Chief Executive Officer on December 9,
      2008.  The amounts reported in 2008 for Mr. Rogerson for Base
      Salary and All Other Compensation reflect the amounts actually received on
      account of services performed in
2008.





(2)
            Amounts
      reported in this column are discretionary cash bonus payments that are not
      subject to pre-established performance
measures.





(3)
            The
      Company did not grant stock options or RSUs to the named executive
      officers in 2009.  Upon Mr. Wedinger’s resignation on July 1,
      2009, 112,750 stock options, 52,100 performance-based RSUs and 16,666
      time-based RSUs were cancelled.  In accordance with new SEC
      rules, we recalculated the amounts shown for the 2007 and 2008 awards to
      reflect the aggregate grant date fair value, calculated in accordance with
      ASC 718, excluding the effect of estimated forfeitures, and, with respect
      to the performance-based RSUs, based upon the probable outcome of the
      performance conditions on the grant date.  For a discussion of
      the assumptions and methodoligies used to calculate the amounts referred
      to above, see “Stock-Based Compensation”, Note 16 to our Consolidated
      Financial Statements in the Original
Filing.





(4)
            Amounts reported in this
      column are annual performance-based cash incentives under our MIP that are
      subject to pre-established performance measures.  In 2010, based
      on the achievement of 2009 performance targets, as discussed in the
      CD&A in the section entitled  Annual
      Performance-Based Cash Incentive Compensation,the board approved payment of the amounts shown as cash incentive
      awards under the 2009 MIP.





(5)
            Amounts reported in this
      column comprised earnings or loss to the Supplemental Savings Plan
      accounts of the named executive
officers.


20





(6)
            See
      All Other CompensationTable below for additional information pertaining to amounts shown
      in this column.  On July 1, 2009, Mr. Wedinger’s employment was
      terminated.  The amount shown in this column for Mr. Wedinger
      includes amounts paid to him under a Separation Agreement and General
      Release, dated as of July 1, 2009 (the “Separation
      Agreement”).  See Current Report on Form 8-K, dated July 7,
      2009.





(7)
            Mr.
      Dickey resigned as Executive Vice President and Group
      President-Performance Products effective April 23, 2010.  See
      Current Report on Form 8-K, dated April 13,
  2010.








All
Other Compensation Table





The
following table describes the perquisites and other compensation received by our
named executive officers during 2009:




CompanyContributionto
      Defined
                  
                  
                  
                  
                  
                  PersonalContribution
                  
                  
                  Perquisite
                  
                  
                  Umbrella
                  
                  
                  Relocation
                  
                  
                  Tax Gross up &
                  
                  
                  SeveranceName
      of
                  
                  Plans
                  
                  
                  Allowance
                  
                  
                  Insurance
                  
                  
                  Allowance
                  
                  
                  Reimbursement
                  
                  
                  AgreementExecutive
                  
                  ($)(1)
                  
                  
                  ($)(2)
                  
                  
                  ($)
                  
                  
                  ($)
                  
                  
                  ($)(3)
                  
                  
                  ($)(4)
                  
                  
                  TotalC.
      A. Rogerson
                  
                  
                  60,000
                  
                  
                  
                  75,000
                  
                  
                  
                  1,850
                  
                  
                  
                  34,691
                  
                  
                  
                  24,341
                  
                  
                  
                  -
                  
                  
                  
                  195,882S.
      C. Forsyth
                  
                  
                  33,000
                  
                  
                  
                  32,000
                  
                  
                  
                  1,025
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  66,025D.
      G. Dickey
                  
                  
                  31,239
                  
                  
                  
                  32,000
                  
                  
                  
                  1,025
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  64,264B.
      S. Flaherty
                  
                  
                  14,700
                  
                  
                  
                  14,462
                  
                  
                  
                  513
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  29,675K.
      V. Mahoney
                  
                  
                  14,547
                  
                  
                  
                  16,000
                  
                  
                  
                  725
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  31,272R.
      S. Wedinger
                  
                  
                  13,927
                  
                  
                  
                  16,369
                  
                  
                  
                  1,495
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  200,000
                  
                  
                  
                  231,791





(1)
            Amounts
      reported in this column include Company contributions to the 401(k) Plan
      and the Supplemental Savings Plan. For further discussion of the 401(k)
      Plan and Supplemental Savings Plan, see Other Compensation Elementsin CD&A and  Additional Information
      Regarding the Supplemental Savings Plan following the Non-Qualified Deferred
      CompensationTable below.  Pursuant to the Pension
      Protection Act of 2006, because the Company filed for protection under
      Chapter 11 of the Bankruptcy Code, certain employee elective deferrals to
      the Supplemental Savings Plan were returned to the executive; however, the
      Company did make matching contributions to the Supplemental Savings Plan
      on amounts that would have otherwise been deferred by the
      executive.  Mr. Rogerson received $22,223; Mr. Forsyth received
      $7,638 and Mr. Dickey received $4,154.  These amounts are
      reflected here.





(2)
            For
      2009, each of the named executive officers received a perquisite
      allowance. At the executive’s discretion, the perquisite allowance is used
      for, among other things, club membership, financial planning services,
      automobile expense and other expenses. The allowance is not grossed up for
      taxes. The perquisite allowance replaced our past practice of reimbursing
      executives for individual perquisite expenses.  The perquisite
      allowance is $75,000 for the CEO, $32,000 for Executive Vice Presidents
      and $16,000 for Senior Vice Presidents.  In 2009, Mr. Wedinger
      received a perquisite allowance of $16,369 representing the prorated
      amount from January 1, 2009 through July 1, 2009, his date of termination.
      In 2009, Ms. Flaherty received a perquisite allowance of $14,462
      representing the prorated amount from February 1, 2009, the date of her
      promotion to Senior Vice President, General Counsel & Secretary,
      through December 31, 2009.





(3)
            The
      tax gross up relates to relocation benefits furnished to Mr.
      Rogerson.





(4)
            Mr.
      Wedinger’s employment with the Company terminated on July 1,
      2009.  The amount shown in this column represents amounts paid
      to Mr. Wedinger under his Separation Agreement.  See Current
      Report on Form 8-K, dated July 7,
2009.





Grants
of Plan-Based Awards





The
following table sets forth information regarding performance-based incentive
compensation under the 2009 MIP and incentive compensation under the EIP to be
granted upon the Company’s emergence from Chapter 11:


21





Estimated Future Payments Under
      Non-
                                                  Equity Incentive Plan Awards
                                                  (1)
                                                
                                                
                                                Estimated Future Payouts Under Equity
                                                  Incentive Plan Awards
                                                
                                                
                                                All Other
                                                  Stock
                                                  Awards:
                                                  Number of
                                                  Shares of
                                                  Stock or
                                                
                                                
                                                All Other
                                                  Option
                                                  Awards:
                                                  Number of
                                                  Securities
                                                  Underlying
                                                
                                                
                                                Exercise
                                                  or Base
                                                  Price of
                                                  Option
                                                
                                                
                                                Closing
                                                  Market
                                                  Price on
                                                  Grant
                                                
                                                
                                                Full Grant
                                                  Date FairName of
                                                
                                                Grant
                                                
                                                Threshold
                                                
                                                
                                                Target
                                                
                                                
                                                Maximum
                                                
                                                
                                                Threshold
                                                
                                                
                                                Target
                                                
                                                
                                                Maximum
                                                
                                                
                                                Units
                                                
                                                
                                                Options
                                                
                                                
                                                Awards
                                                
                                                
                                                Date
                                                
                                                
                                                ValueExecutive
                                                
                                                Date
                                                
                                                ($)
                                                
                                                
                                                ($)
                                                
                                                
                                                ($)
                                                
                                                
                                                ($)
                                                
                                                
                                                ($)
                                                
                                                
                                                ($)
                                                
                                                
                                                (#)
                                                
                                                
                                                (#)
                                                
                                                
                                                ($/Sh)
                                                
                                                
                                                ($/Sh)
                                                
                                                
                                                ($)C.
      A. Rogerson
                                                
                                                3/12/2009
                                                
                                                
                                                10,000
                                                
                                                
                                                
                                                1,000,000
                                                
                                                
                                                
                                                2,000,00010/9/2009
                                                
                                                
                                                
                                                
                                                
                                                
                                                2,500,000S.
      C. Forsyth
                                                
                                                3/12/2009
                                                
                                                
                                                3,325
                                                
                                                
                                                
                                                332,500
                                                
                                                
                                                
                                                665,00010/9/2009
                                                
                                                
                                                
                                                
                                                
                                                
                                                625,000D.
      G. Dickey
                                                
                                                3/12/2009
                                                
                                                
                                                3,150
                                                
                                                
                                                
                                                315,000
                                                
                                                
                                                
                                                630,00010/9/2009
                                                
                                                
                                                
                                                
                                                
                                                
                                                590,000B.  S.
      Flaherty
                                                
                                                3/12/2009
                                                
                                                
                                                1,625
                                                
                                                
                                                
                                                162,500
                                                
                                                
                                                
                                                325,00010/9/2009
                                                
                                                
                                                
                                                
                                                
                                                
                                                325,000K.
      V. Mahoney
                                                
                                                3/12/2009
                                                
                                                
                                                1,200
                                                
                                                
                                                
                                                120,000
                                                
                                                
                                                
                                                240,00010/9/2009
                                                
                                                
                                                
                                                
                                                
                                                
                                                225,000R.
      S. Wedinger
                                                
                                                
                                                
                                                
                                                0
                                                
                                                
                                                
                                                0
                                                
                                                
                                                
                                                0





(1)
              Amounts
      reported in this column represent the threshold, target and maximum
      amounts payable under the 2009 MIP.  Cash awards under the 2009
      MIP for Messrs. Rogerson, Forsyth, Dickey, Mahoney and Ms. Flaherty were
      based upon the achievement of Consolidated EBITDA (weighted 70%),
      Consolidated DSO (weighted 15%) and Consolidated DCI (weighted
      15%).  There would be no payout under the 2009 MIP unless
      threshold for Consolidated EBITDA was achieved.  Once
      performance above the minimum threshold level is achieved for Consolidated
      EBITDA for Messrs. Rogerson, Forsyth, Dickey, Mahoney and Ms.
      Flaherty,  the 2009 MIP is funded from 1% to 200% depending on
      the level of achievement of the applicable performance goal compared to a
      payout scale.  See discussion of Annual Performance-Based Cash
      Incentive Compensationin CD&A.  Mr. Wedinger’s
      employment with the Company terminated on July 1, 2009.  He was
      not eligible to receive an award under the 2009 MIP.





Amounts
reported in this column also represent the values, determined at the time of
grant, for any award made under the EIP to Messrs. Rogerson, Forsyth, Dickey,
Mahoney and Ms. Flaherty.  The EIP provides the opportunity for
participants to earn an award that will be granted upon our emergence from
Chapter 11 in the form of time-based restricted stock units and/or stock
options, or in another form of consideration.  The number of employees
included in the EIP and the size of the award pool are based upon specific
Consolidated EBITDA levels achieved during the twelve month period immediately
preceding our emergence from Chapter 11.  See discussion of Emergence Incentive
Compensation in CD&A.  Mr. Dickey resigned effective April
23, 2010 and is not eligible to receive an award under the EIP.





Outstanding
Equity Awards at Year-End





The
following table presents information regarding the outstanding equity awards
held by each of our named executive officers as of December 31,
2009:





Option Awards
                                                    
                                                    Stock AwardsName of Executive
                                                    
                                                    Option
                                                      Grant
                                                      Date
                                                    
                                                    Number of
                                                      Securities
                                                      Underlying
                                                      Unexercised
                                                      Options
                                                      (# Exercisable)
                                                    
                                                    
                                                    Number ofSecurities
                                                      Underlying
                                                      UnexcercisedOptions
                                                      (# Unexercisable)
                                                    
                                                    
                                                    Option
                                                      Exercise
                                                      Price
                                                      ($)
                                                    
                                                    Option
                                                      Expiration
                                                      Date
                                                    
                                                    Award
                                                      GrantDate
                                                    
                                                    Number of
                                                      Shares or
                                                      Units of
                                                      Stock That
                                                      Have Not
                                                      Vested
                                                      (#)
                                                    
                                                    
                                                    Market Value
                                                      of Shares or
                                                      Units of Stock
                                                      that Have Not
                                                      Vested
                                                      ($)(4)
                                                    
                                                    
                                                    Equity
                                                      IncentivePlan
                                                      Awards:
                                                      Number of
                                                      Unearned
                                                      Shares, Unitsor
                                                      OtherRights
                                                      ThatHave Not
                                                      Vested (#)
                                                    
                                                    
                                                    EquityIncentive
                                                      Plan Awards:
                                                      Market or
                                                      Payout Valueof
                                                      Unearned
                                                      Shares Unitsor
                                                      OtherRights
                                                      ThatHave Not
                                                      Vested
                                                      ($)(5)C.
      A. Rogerson
                                                    
                                                    12/09/08
                                                    
                                                    
                                                    75,000
                                                    
                                                    
                                                    
                                                    225,000
                                                    
                                                    
                                                    
                                                    1.50
                                                    
                                                    12/9/2018S.
      C. Forsyth (1)
                                                    
                                                    04/30/07
                                                    
                                                    
                                                    67,500
                                                    
                                                    
                                                    
                                                    67,500
                                                    
                                                    
                                                    
                                                    11.03
                                                    
                                                    4/30/2017
                                                    
                                                    4/30/2007
                                                    
                                                    
                                                    45,000
                                                    
                                                    
                                                    
                                                    55,350
                                                    
                                                    
                                                    
                                                    45,000
                                                    
                                                    
                                                    
                                                    55,35002/28/08
                                                    
                                                    
                                                    33,750
                                                    
                                                    
                                                    
                                                    101,250
                                                    
                                                    
                                                    
                                                    8.71
                                                    
                                                    2/28/2018
                                                    
                                                    2/28/2008
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    45,000
                                                    
                                                    
                                                    
                                                    55,350D.
      G. Dickey (2)
                                                    
                                                    03/06/06
                                                    
                                                    
                                                    9,000
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    10.75
                                                    
                                                    4/5/201602/16/07
                                                    
                                                    
                                                    11,500
                                                    
                                                    
                                                    
                                                    11,500
                                                    
                                                    
                                                    
                                                    12.06
                                                    
                                                    2/16/2017
                                                    
                                                    2/16/2007
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    7,100
                                                    
                                                    
                                                    
                                                    8,733-
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    12/17/2007
                                                    
                                                    
                                                    33,333
                                                    
                                                    
                                                    
                                                    41,00002/28/08
                                                    
                                                    
                                                    33,750
                                                    
                                                    
                                                    
                                                    101,250
                                                    
                                                    
                                                    
                                                    8.71
                                                    
                                                    2/28/2018
                                                    
                                                    2/28/2008
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    45,000
                                                    
                                                    
                                                    
                                                    55,350B.  S.
      Flaherty
                                                    
                                                    03/06/06
                                                    
                                                    
                                                    8,500
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    10.75
                                                    
                                                    4/5/201602/16/07
                                                    
                                                    
                                                    6,650
                                                    
                                                    
                                                    
                                                    6,650
                                                    
                                                    
                                                    
                                                    12.06
                                                    
                                                    2/16/2017
                                                    
                                                    2/16/2007
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    1,500
                                                    
                                                    
                                                    
                                                    1,84502/28/08
                                                    
                                                    
                                                    8,750
                                                    
                                                    
                                                    
                                                    26,250
                                                    
                                                    
                                                    
                                                    8.71
                                                    
                                                    2/28/2018
                                                    
                                                    2/28/2008
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    11,700
                                                    
                                                    
                                                    
                                                    14,391K.
      V. Mahoney
                                                    
                                                    02/16/07
                                                    
                                                    
                                                    10,500
                                                    
                                                    
                                                    
                                                    10,500
                                                    
                                                    
                                                    
                                                    12.06
                                                    
                                                    2/16/2017
                                                    
                                                    2/16/2007
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    6,700
                                                    
                                                    
                                                    
                                                    8,24102/28/08
                                                    
                                                    
                                                    11,250
                                                    
                                                    
                                                    
                                                    33,750
                                                    
                                                    
                                                    
                                                    8.71
                                                    
                                                    2/28/2018
                                                    
                                                    2/28/2008
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    15,000
                                                    
                                                    
                                                    
                                                    18,450R.  S.
      Wedinger (3)
                                                    
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    5/8/2006
                                                    
                                                    
                                                    1,000
                                                    
                                                    
                                                    
                                                    1,230




22




(1)
            On
      April 30, 2007, Mr. Forsyth was awarded 45,000 time-based RSUs vesting on
      April 30, 2009.  On March 18, 2009, the Company filed for
      protection under Chapter 11 of the Bankruptcy Code.  The 45,000
      time-based RSUs granted to Mr. Forsyth prior to March 18, 2009 are subject
      to the applicable provisions of the Bankruptcy Code and cannot be
      distributed outside a Plan of Reorganization (such awards are referred to
      as “Pre-Petition Awards”).





(2)
            On
      December 17, 2007, Mr. Dickey was awarded 50,000 time-based RSUs vesting
      in three equal installments over three years on the anniversary of the
      grant date.  One third, or 16,667 RSUs, vested on December 17,
      2009.  The Pre-Petition Award of 16,667 RSUs is subject to the
      applicable provisions of the Bankruptcy Code and cannot be distributed
      outside a Plan of Reorganization.





(3)
            Mr.
      Wedinger’s outstanding and unvested RSUs and stock options were cancelled
      on July 1, 2009, the date his employment with the Company was
      terminated.  Mr. Wedinger’s vested stock options expired
      unexercised on October 1, 2009.  On May 8, 2006, Mr. Wedinger
      was granted 1,000 time-based RSUs vesting on May 9, 2009.  The
      Pre-Petition Award of 1,000 RSUs is subject to the applicable provisions
      of the Bankruptcy Code and cannot be distributed outside a Plan of
      Reorganization.





(4)
            The
      value of the outstanding time-based RSUs is based on the closing price of
      $1.23 of the Company’s common stock on December 31,
  2009.





(5)
            The
      value of the outstanding performance-based RSUs is based on achieving the
      target level of performance and the closing price of $1.23 of the
      Company’s common stock on December 31,
2009.





Option
Awards Vesting Schedule





Grant
      Date
                      
                      Vesting
      Schedule3/6/2006
                      
                      1/3
      each year, beginning with the first anniversary with the last 1/3 vesting
      on 4/5/20162/16/2007
                      
                      1/4
      each year, beginning with the first anniversary4/30/2007
                      
                      1/4
      each year, beginning with the first anniversary2/28/2008
                      
                      1/4
      each year, beginning with the first anniversary12/9/2008
                      
                      1/4
      each year, beginning with the first
anniversary





Stock
Awards Vesting Schedule





Grant
      Date
                      
                      Vesting
      Schedule5/8/2006
                      
                      All
      on third anniversary2/16/2007
                      
                      Per
      terms of 2007-2009 LTIP4/30/2007
                      
                      All
      on second anniversary4/30/2007
                      
                      Per
      terms of 2007-2009 LTIP12/17/2007
                      
                      1/3
      each year, beginning with the first anniversary2/28/2008
                      
                      Per
      terms of 2008-2010
LTIP





Option
Exercises and Stock Vested





During
2009, Messrs. Forsyth, Dickey, and Wedinger vested in 45,000, 16,667, and 1,000
RSUs, respectively.  However, as a result of the Company’s petition
under Chapter 11 of the Bankruptcy Code, the RSUs cannot be
distributed.  As a result, the RSUs are subject to the Company’s Plan
of Reorganization and the number of RSUs that have actually “vested”, and the
number of underlying shares that will actually be distributed to these named
executive officers, cannot be determined at this time.  The Company
will disclose the number of shares that are distributed to these named executive
officers for the applicable year in which the Bankruptcy Court approves
distribution of the shares.  None of our named executive officers
exercised stock options in 2009.





Non-Qualified
Deferred Compensation Table





The
following table summarizes the cash compensation deferred by our named executive
officers under the non-qualified Chemtura Corporation Supplemental Savings Plan
and Company contributions to the Supplemental Savings Plan:


23





Name of Executive
                        
                        Year
                        
                        Executive
                          Contributions
                          in Last Fiscal
                          Year ($) (1)
                        
                        
                        Company
                          Contributions
                          in Last Fiscal
                          Year ($) (2)
                        
                        
                        Aggregate
                          Earnings in
                          Last Fiscal
                          Year ($)
                        
                        
                        Aggregate
                          Withdrawals /
                          Distributions
                          ($)
                        
                        
                        Aggregate
                          Balance at
                          Last FYE
                          ($) (3)C.
      A. Rogerson
                        
                        2009
                        
                        
                        23,077
                        
                        
                        
                        45,300
                        
                        
                        
                        128
                        
                        
                        
                        -
                        
                        
                        
                        68,505S.
      C. Forsyth
                        
                        2009
                        
                        
                        12,789
                        
                        
                        
                        18,600
                        
                        
                        
                        33,067
                        
                        
                        
                        -
                        
                        
                        
                        153,934D.
      G. Dickey
                        
                        2009
                        
                        
                        10,385
                        
                        
                        
                        14,538
                        
                        
                        
                        49
                        
                        
                        
                        -
                        
                        
                        
                        24,972B.
      S. Flaherty
                        
                        2009
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -K.
      V. Mahoney
                        
                        2009
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -R.
      S. Wedinger
                        
                        2009
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        112
                        
                        
                        
                        -
                        
                        
                        
                        38,277





(1)
            Amounts
      reported in this column are elective deferrals of 2009 eligible
      compensation made to the Supplemental Savings Plan during
      2009.  This deferred compensation is also included in the
      amounts reported in the Summary Compensation
      Table above as Base Salary for 2009.  Pursuant to the Pension
      Protection Act of 2006, because the Company filed for protection under
      Chapter 11 of the Bankruptcy Code, certain employee elective deferrals
      under the Supplemental Savings Plan were returned to the executives during
      2009.  Mr. Rogerson received $22,223; Mr. Forsyth received
      $8,912; and Mr. Dickey received $4,154.  These amounts are not
      included in the Non-Qualified Deferral
      CompensationTable.





(2)
            Amounts
      reported in this column are Company contributions made to the Supplemental
      Savings Plan in 2009.  These amounts represent matching and
      other contributions that would have been made by the Company to the 401(k)
      Plan on behalf of the named executive officers but for certain U.S.
      Federal tax law limits.  The Company contributions to the
      Supplemental Savings Plan are reported in the Company Contributions to
      Defined Contribution Plans column of the All Other Compensation
      Table above and theAll Other
      Compensation column of the Summary Compensation
      Table above.  The Company made matching contributions to the
      Supplemental Savings Plan on amounts that would have otherwise been
      deferred by the executive but were returned to the executive pursuant to
      the Pension Protection Act of 2006.  Although the deferrals were
      returned to the executive, the matching contributions remain deferred on
      behalf of each executive.  The matching contributions credited
      to each named executive officer were as follows:  Mr. Rogerson
      received $22,223; Mr. Forsyth received $7,638; and Mr. Dickey received
      $4,154.  These amounts are included
  here.





(3)
            Balances
      reported in this column are the total of (i) all compensation that the
      named executive officers earned in the past years (not just in 2009) but
      elected to defer; (ii) Company contributions made to the Supplemental
      Savings Plan on behalf of each applicable named executive officer; and
      (iii) any investment earnings (or losses) on these amounts. These balances
      do not constitute additional amounts of compensation paid in
      2009.





Additional
Information Regarding the Supplemental Savings Plan





Eligible
executives, including named executive officers, may elect to defer receipt of a
portion of their eligible compensation into the Supplemental Savings Plan. This
plan is intended to provide benefits similar to the benefits available under the
401(k) Plan for eligible compensation that is above the limits imposed by the
Internal Revenue Code on contributions to the 401(k) Plan.





Contributions
are held in a rabbi trust and remain assets of the Company, subject generally to
the claims of the Company’s creditors.  A participant’s or
beneficiary’s right to receive a payment or benefit under the Supplemental
Savings Plan is no greater than the right of an unsecured general creditor of
the Company.





Deferral
Investments





Participants
may invest their compensation deferrals into similar choices as those available
in the 401(k) Plan, including investments in Company stock, except where
precluded by law.  No preferential earnings are paid to participants,
including named executive officers.





Deferral
Payouts





At the
time of election to defer amounts, the plan participant determines the form of
distribution for future payout.  The participant has the option of
receiving payouts in the form of a lump sum, or a five year or ten year
installment payout.  Vesting for Company contributions is the same as
under the 401(k) Plan; immediate vesting for Company match and three (3) year
cliff vesting for the 3% flat contribution, or if earlier, upon the employee’s
death, disability or retirement.  The 3% flat contribution was
suspended by the board of directors effective January 1, 2009.


24





Upon the
employee’s termination from the Company or other future date specified by the
employee, the amounts contributed to the Supplemental Savings Plan, plus any
deemed investment earnings on these amounts, are paid out to the employee.
Payout may be subject to a six month waiting period in accordance with Section
409A of the Internal Revenue Code.  Amounts deferred into the
Supplemental Savings Plan and earnings thereon are not taxed as income to the
participant until paid out at the end of the deferral period.





In the
event a change-in-control of the Company occurs (as defined in the Supplemental
Savings Plan), accelerated payout of deferral balances will occur for all
participants in the plan.





Potential
Payments Upon Termination or Change-in-Control





None of
the named executive officers are entitled to receive compensation or benefits
upon termination other than as provided in the Chemtura Corporation Executive
and Key Employee Severance Plan, as amended on March 13, 2009 (the “Executive
Severance Plan”) and other plans generally available to other
employees.  The information below describes and quantifies certain
compensation and benefits that are payable or would be payable to the named
executive officers as of December 31, 2009 in the event of termination of the
executive’s employment or change-in-control.





The
discussion below regarding the amounts payable to our named executive officers
upon certain employment terminations and upon a change-in-control reflects the
amounts payable under the Company’s outstanding compensation plans and
arrangements.  On December 31, 2009, the Company was subject to
Chapter 11 of the Bankruptcy Code, which limits the amounts that would have
otherwise been payable.  The Company is disclosing amounts that would
have been payable to each named executive officer assuming that the Company was
not subject to the limitations under the Bankruptcy Code on December 31, 2009,
which the Company believes reflects a more transparent disclosure of its
compensation practices.  Amounts payable to our named executive
officers would have been significantly less under the Bankruptcy
Code.





Separation Agreement with Robert S.
Wedinger.  Chemtura entered into a Separation Agreement with
Mr. Wedinger on July 1, 2009.  The Separation Agreement provides for
severance payments in the gross amount of $200,000 payable in equal installments
over a six month period in accordance with the Company’s regular payroll
practices, outplacement services for a period of twelve months and medical,
dental and vision benefits for Mr. Wedinger and his dependents at the active
employee rate until the earlier of June 30, 2010 or the date on which Mr.
Wedinger is eligible for another group medical plan.  Mr. Wedinger’s
participation in the Company’s 401(k) Plan and Supplemental Savings Plan was
terminated as of July 1, 2009.  The severance payments and other
benefits paid to Mr. Wedinger were in consideration for a general release of
claims in favor of the Company and were approved by the Bankruptcy
Court.





Severance Plans Applicable to the
Named Executive Officers.The Executive Severance Plan
provides for the following benefits in the event of an involuntary termination
of a named executive officer without cause prior to a
change-in-control:  severance equal to one-year base salary and
continuation of medical, dental and vision benefits (“welfare benefits”)at the active employee
rate for one year or, if earlier, the date on which the named executive officer
is eligible for another group health plan.  Severance is paid in
accordance with the Company’s normal payroll practices and is conditioned on the
execution and non-revocation of a general release in favor of the
Company.





In the
event of an involuntary termination without cause or a voluntary termination by
the executive for good reason within 24 months following a change-in-control,
the CEO would receive a lump sum severance payment equal to three times the sum
of the base salary and the average of the annual bonuses paid to the CEO during
the last three full fiscal years (or such full fiscal years as the executive was
employed by the Company if less than three full fiscal years) and the other
named executive officers would receive a lump sum severance payment equal to two
times the sum of the base salary and the average of the annual bonuses paid to
the named executive officers during the last three full fiscal years (or such
full fiscal years as the executive was employed by the Company if less than
three full fiscal years).  In addition, the CEO and the other named
executive officers would receive a lump sum pro-rated annual bonus based on the
average annual cash bonuses paid to the executives during the last three fiscal
years (or such full fiscal years as the executive was employed by the Company if
less than three full fiscal years), welfare benefits at the active employee rate
for up to three years and two years, respectively (or, if earlier, until the
date on which the named executive officer is eligible for such benefits under
another employer’s plan), and outplacement services up to $25,000 and $20,000
respectively.  Financial planning and tax services are reimbursable by
the Company up to $25,000 and $15,000, respectively, for the CEO and the other
named executive officers.  All unvested grants of equity compensation
vest upon a change-in-control.  The Company also provides a tax
gross-up for excise taxes imposed under Section 280G of the Internal Revenue
Code, unless the excise taxes can be eliminated by reducing the amounts
otherwise payable by no more than 10%.  In exchange for the severance
payments and benefits provided under the Executive Severance Plan, the CEO and
other named executive officers are restricted from competing with the Company or
soliciting Company employees, agents and suppliers for a one year
period.  The CEO and other named executive officers are not entitled
to any benefits under the Executive Severance Plan in the event of a termination
for cause or on account of death, disability or retirement.


25





Equity
Upon Termination





The
following table describes the treatment of stock options and RSUs held by the
named executive officers under the different types of termination:





Event
                              
                              RSUs
                              
                              Stock OptionsVoluntary
      Termination of Employment
                              
                              Unvested
      awards are cancelled upon termination.
                              
                              Unvested
      awards are cancelled upon termination. Vested awards may be exercised for
      90 days from termination date. Vested awards for individuals meeting the
      requirements for early retirement (age 55 plus a minimum of 5 years of
      service) or retirement (age 65) may be exercised until the earlier of five
      years following termination of employment or the expiration date of the
      stock option grant.Termination
      of Employment for
                                Cause
                              
                              Unvested
      awards are cancelled upon termination.
                              
                              All
      awards are cancelled upon termination.Inability
      of Named Executive
                                Officer
      to Perform His/Her Duties
                              
                              Unvested
      awards are cancelled upon termination
                              
                              Unvested
      awards are cancelled upon inability to perform duties. Vested awards may
      be exercised for two years, or if earlier, until the expiration date of
      the stock option grant, except that if the named executive officer’s
      inability to perform duties occurs on or after attainment of age 55 with 5
      years of service or attainment of age 65, vested stock options are
      exercisable for a period of five years, or if earlier, until the
      expiration date of the stock option grant.Involuntary
      Termination of Employment
                              
                              Unvested
      awards are cancelled upon termination.
                              
                              Unvested
      awards are cancelled upon termination. Vested awards may be exercised for
      90 days from termination date. Vested awards for individuals meeting the
      requirements for early retirement (age 55 plus a minimum of 5 years of
      service) or retirement (age 65) may be exercised until the earlier of five
      years following termination of employment or the expiration date of the
      stock option grant.Change-in-Control
      of Company
                              
                              Unvested
      awards vest in full upon completion of change-in-control.
                              
                              Unvested
      awards vest in full upon completion of
  change-in-control.Death
      of the Named Executive Officer
                              
                              Unvested
      awards are cancelled upon death.
                              
                              Unvested
      awards are cancelled upon death. Vested awards may be exercised until the
      earlier of two years from death or the expiration date of the stock option
      grant.





Involuntary
Termination of Named Executive Officer





The
following table sets forth the estimated compensation and benefits that would
have been payable to our named executive officers (other than Mr. Wedinger)
assuming an involuntary termination as of December 31, 2009:





Name ofExecutive
                    
                    Cash
                      ($)(1)
                    
                    
                    Prorated
                      Bonus
                      ($)
                    
                    
                    Accelerated
                      Vesting of Stock
                      Options
                      ($)(2)
                    
                    
                    Accelerated
                      Vesting ofRSUs
                      ($)(2)
                    
                    
                    Welfare
                      Benefits
                      ($)(3)
                    
                    
                    Excise Tax
                      Gross Up
                      ($)
                    
                    
                    Outplacement
                      ($)
                    
                    
                    Total
                      ($)C.
      A. Rogerson
                    
                    
                    1,000,000
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    10,718
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    1,010,718S.
      C. Forsyth
                    
                    
                    475,000
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    10,718
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    485,718D.
      G. Dickey
                    
                    
                    450,000
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    450,000B.
      S. Flaherty
                    
                    
                    325,000
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    10,718
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    335,718K.
      V. Mahoney
                    
                    
                    300,000
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    10,718
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    310,718R.
      S. Wedinger (4)
                    
                    
                    200,000
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    10,718
                    
                    
                    
                    -
                    
                    
                    
                    20,000
                    
                    
                    
                    230,718





(1)
            The
      amounts reported in this column represent severance equal to one year base
      salary.


26





(2)
            Unvested
      stock options and RSUs are cancelled upon involuntary
      termination.  Vested stock options are exercisable for 90 days
      following involuntary termination, and for employees age 55 or older with
      5 years of service or age 65, vested stock options are exercisable until
      the earlier of 5 years following involuntary termination or the expiration
      date of the stock option.





(3)
            The
      amounts reported in this column comprise the continuation of welfare
      benefits for one year at the active employee rate.  Welfare
      benefits include medical, dental and vision benefits for each of the named
      executive officers and their dependents.  Mr. Dickey has elected
      not to receive any welfare benefits provided by the
      Company.  Therefore, the amount reported for Mr. Dickey is
      zero.





(4)
            On
      July 1, 2009, Mr. Wedinger’s employment with the Company was
      terminated.  See Current Report on Form 8-K dated July 9,
      2009.  Pursuant to the terms of the Separation Agreement, the
      Company agreed to provide severance of $200,000 payable in equal
      installments over a period of six months in accordance with the Company’s
      regular payroll practices, outplacement services for a period of up to 12
      months and medical, dental and vision benefits at the active employee rate
      until the earlier of June 30, 2010 or the date on which Mr. Wedinger and
      his dependents are eligible for another group medical plan.  The
      cash severance paid to Mr. Wedinger complies with the limitations imposed
      under Section 503(c) of the U.S. Bankruptcy Code regarding the maximum
      amount of severance that may be paid to
  insiders.





Inability
of Named Executive Officer to Perform Duties or Death of Named Executive
Officer





The
following table describes the compensation and benefits payable to our named
executive officers (other than Mr. Wedinger) upon death or the executive’s
inability to perform his or her duties as of December 31, 2009:





Name ofExecutive
                    
                    Cash
                      ($)
                    
                    
                    Prorated
                      Bonus
                      ($)
                    
                    
                    Accelerated
                      Vesting of Stock
                      Options
                      ($)(1)
                    
                    
                    Accelerated
                      Vesting RSUs
                      ($)(1)
                    
                    
                    Welfare
                      Benefits
                      ($)(2)
                    
                    
                    ExciseTax
                      GrossUp
                      ($)
                    
                    
                    Outplacement
                      ($)
                    
                    
                    Total
                      ($)C.
      A. Rogerson
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -S.
      C. Forsyth
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    1,764
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    1,764D.
      G. Dickey
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -B.
      S. Flaherty
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -K.
      V. Mahoney
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -





(1)
            Unvested
      stock options and RSUs are cancelled upon inability to perform duties or
      death.  Upon the named executive officer’s inability to perform
      duties or death, vested stock options are exercisable for a period of two
      years, or if earlier, until the expiration date of the stock option grant
      except that if the named executive officer’s inability to perform duties
      occurs on or after attainment of age 55 with 5 years of service or
      attainment of age 65, vested stock options are exercisable for a period of
      5 years, or if earlier, until the expiration date of the stock
      option.





(2)
            The
      amounts reported in this column comprise the accelerated vesting of
      unvested Company contributions to the Supplemental Savings Plan upon
      inability to perform duties or death.  Messrs. Rogerson, Dickey,
      Mahoney and Ms. Flaherty are fully vested.  Therefore, the
      amounts shown for Messrs. Rogerson, Dickey, Mahoney and Ms. Flaherty are
      zero.





Change-in-Control
of the Company





No
additional benefits are payable to our named executive officers solely upon a
change-in-control of the Company.





Involuntary
Termination in Connection with a Change-in-Control of the
Company





The
following table sets forth the compensation and benefits payable to our named
executive officers (other than Mr. Wedinger) assuming a change-in-control and an
involuntary termination on December 31, 2009:





Name ofExecutive
                    
                    Cash
                      ($)(1)
                    
                    
                    Prorated
                      Bonus
                      ($)(2)
                    
                    
                    Accelerated
                      Vesting of Stock
                      Options
                      ($)(3)
                    
                    
                    Accelerated
                      Vesting RSUs
                      ($)(3)
                    
                    
                    Welfare
                      Benefits
                      ($)(4)
                    
                    
                    ExciseTax
                      GrossUp
                      ($)
                    
                    
                    Outplacement
                      ($)
                    
                    
                    Total
                      ($)C.
      A. Rogerson
                    
                    
                    3,000,000
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    59,795
                    
                    
                    
                    -
                    
                    
                    
                    25,000
                    
                    
                    
                    3,084,795S.
      C. Forsyth
                    
                    
                    1,059,696
                    
                    
                    
                    54,848
                    
                    
                    
                    -
                    
                    
                    
                    128,700
                    
                    
                    
                    39,056
                    
                    
                    
                    -
                    
                    
                    
                    20,000
                    
                    
                    
                    1,302,300D.
      G. Dickey
                    
                    
                    928,750
                    
                    
                    
                    14,375
                    
                    
                    
                    -
                    
                    
                    
                    94,068
                    
                    
                    
                    15,000
                    
                    
                    
                    -
                    
                    
                    
                    20,000
                    
                    
                    
                    1,072,193B.
      S. Flaherty
                    
                    
                    676,369
                    
                    
                    
                    24,665
                    
                    
                    
                    -
                    
                    
                    
                    17,931
                    
                    
                    
                    37,293
                    
                    
                    
                    
                    
                    
                    
                    20,000
                    
                    
                    
                    776,258K.
      V. Mahoney
                    
                    
                    628,500
                    
                    
                    
                    14,250
                    
                    
                    
                    -
                    
                    
                    
                    30,536
                    
                    
                    
                    37,293
                    
                    
                    
                    -
                    
                    
                    
                    20,000
                    
                    
                    
                    730,579


27


(1)
            The
      amounts reported in this column for Mr. Rogerson comprise the following: a
      lump sum severance payment equal to three times the sum of base salary as
      of December 31, 2009  and the average annual cash bonuses paid to Mr.
      Rogerson during the last three full fiscal years (or such full fiscal
      years as Mr. Rogerson was employed by the Company if less than three full
      fiscal years).  The amounts reported in this column for the other
      named executive officers comprise the following: a lump sum severance
      payment equal to two times the sum of base salary as of December 31,
      2009  and the average annual cash bonuses paid to the executive
      during the last three full fiscal years (or such full fiscal years as the
      executive was employed by the company if less than three full fiscal
      years).





(2)
            The
      amounts reported in this column comprise prorated average annual cash
      bonuses paid to the executive during the last three full fiscal years (or
      such full fiscal years as the executive was employed by the Company if
      less than three full fiscal years) assuming a full year of service and
      involuntary termination following a change-in-control on the last day of
      the fiscal year.





(3)
            All
      unvested stock options and RSUs vest in full upon change-in-control. 
      The amounts reported in this column assume a closing price of Chemtura
      stock on December 31, 2009 at $1.23 per share. All unvested stock options
      held by each of the named executive officers were granted at exercise
      prices in excess of $1.23.  Accordingly, none of these stock options
      would result in any additional value.  The shares to be distributed
      to the named executive officers upon vesting of the RSUs are valued at
      $1.23, the closing price of Chemtura stock on December 31,
      2009.





(4)
            The
      amounts reported in this column for welfare benefits for Mr. Rogerson
      include medical, dental and vision benefits for up to three years and
      financial planning and tax services up to $25,000.  The amounts
      reported for each of the other named executive officers include financial
      planning and tax services up to $15,000, and for each of the other named
      executive officers other than Mr. Dickey, include, medical, dental and
      vision benefits for up to two years.  Mr. Dickey has elected not to
      receive any welfare benefits provided by the Company.  The amount
      reported for Mr. Forsyth also includes the accelerated vesting of unvested
      Company contributions to the Supplemental Savings
    Plan.





Director
Compensation Overview





Each
non-employee member of the board of directors receives an annual retainer of
$82,000 and, for years prior to 2009, an annual RSU grant with a value on the
date of grant of $90,000 vesting upon termination of service on the board of
directors.  The RSUs are granted at the first meeting of the year of
the board of directors.  The lead director receives an additional
$25,000 per year and each member of the audit committee receives an additional
$7,500 per year.  In addition, the audit committee chair receives an
additional $18,000 per year, the organization, compensation and governance
committee chair receives an additional $12,000 per year, the finance and pension
committee chair receives an additional $10,000 per year and the environmental,
health and safety committee chair receives an additional $8,000 per
year.  On March 5, 2009, the board discontinued, effective December
31, 2008, the annual RSU grant valued at $90,000 and replaced it, effective
January 1, 2009, with a cash disbursement of $90,000 paid in equal quarterly
installments of $22,500.  Directors do not receive fees for attendance
in person or by telephone at board or committee meetings.  Each
director is reimbursed for costs incurred in connection with attendance at board
and committee meetings.  Directors who are our employees do not
receive additional compensation for board participation.





The
Company does not provide pension benefits for directors.  On December
19, 2008, the committee approved the Chemtura Corporation Non-Employee Directors
Deferral Plan (the “Directors Deferral Plan”), effective January 1,
2009.  The Directors Deferral Plan allows non-employee directors to
defer the receipt of cash fees into a deferral account.  A director
may elect to receive distributions from the deferral account upon separation
from service or at a specified distribution date.  Any unpaid amounts
will be paid to a director upon death, disability, or a change-in-control of the
Company.





2009
Director Compensation





The
following table presents information regarding the compensation paid to
non-employee directors for services rendered in 2009.


28





Name of Director
                    
                    Fees
                      Earnedor
                      Paidin
                      Cash
                      ($)(1)
                    
                    
                    Stock
                      Awards
                      ($)
                    
                    
                    Option
                      Awards
                      ($)
                    
                    
                    Non-Equity
                      Incentive Plan
                      Compensation
                      ($)
                    
                    
                    Change in
                      Pension Value
                      and Deferred
                      Compensation
                      Earnings
                      ($)(2)
                    
                    
                    All Other
                      Compensation
                      ($)
                    
                    
                    Total
                      ($)Roger
      L. Headrick
                    
                    
                    209,000
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    209,000Nigel
      D. T. Andrews
                    
                    
                    188,426
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    188,426James
      W. Crownover
                    
                    
                    178,249
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    178,249Martin
      M. Hale
                    
                    
                    179,500
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    179,500Burton
      M. Joyce
                    
                    
                    36,638
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    36,638Bruce
      F. Wesson
                    
                    
                    197,500
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    197,500John
      K. Wulff
                    
                    
                    37,931
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    37,931Robert
      A. Fox (3)
                    
                    
                    5,646
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    28,150
                    
                    
                    
                    33,796Edward
      P. Garden (4)
                    
                    
                    43,000
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    2,433
                    
                    
                    
                    45,433C.
      A. Piccolo (5)
                    
                    
                    28,625
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    39,873
                    
                    
                    
                    68,498





(1)
            The
      amounts reported in this column comprise compensation received for 2009
      board and committee service.  Messrs. Piccolo, Fox and Garden
      resigned from the board on February 25, February 27 and March 11, 2009,
      respectively.  The cash compensation received by Messrs.
      Piccolo, Fox and Garden was prorated from January 1, 2009 through February
      25 and 27 and March 11, 2009, respectively.  The cash
      compensation received by Messrs. Joyce and Wulff was prorated from October
      29, 2009, the date they were appointed to the board, through December 31,
      2009.  The $90,000 cash disbursement that replaced the $90,000
      RSU grant was paid in equal quarterly installments of
      $22,500.  Mr. Wesson’s quarterly installment of $22,500 was paid
      by check but not deposited prior to the Company’s Chapter 11
      cases.  The $22,500 earned by Mr. Wesson but not paid is
      included in this column.  This claim is a liability subject to
      compromise in the Chapter 11 cases.





(2)
            Under
      the Crompton Corporation (now Chemtura) Directors Deferred Compensation
      Plan, as amended on January 30, 2001 (the “2001 Deferral Plan”),
      non-employee directors may elect to defer a portion of their compensation
      and receive such compensation in shares of Company stock.  This
      plan was suspended in 2004.  Balances in the deferral accounts
      under the 2001 Deferral Plan declined in 2009.  For directors
      with deferral accounts, the amount of the decline in each account was as
      follows:





Mr.
      Fox:
                  
                  $
                  (5,757
                  )Mr.
      Headrick:
                  
                  $
                  (6,193
                  )Mr.
      Piccolo:
                  
                  $
                  (4,580
                  )Mr.
      Wesson:
                  
                  $
                  (7,955
                  )





(3)
            The
      $28,150 reported in the All Other Compensation column for Mr. Fox
      represents (i) 13,952 shares of restricted stock held by the Company under
      the Crompton & Knowles Corporation Restricted Stock Plan for
      Directors; (ii) 33,866 shares of restricted stock held by Bank of America
      as Trustee for the 2001 Deferral Plan for the benefit of Mr. Fox; and
      (iii) 28,262 shares of restricted stock (including accrued
      dividends).  The shares of stock to be issued pursuant to RSUs,
      which vested on February 27, 2009, the date he retired from the board,
      were not issued to Mr. Fox due to the Company’s Chapter 11
      cases.  The shares are subject to the applicable provisions of
      the Bankruptcy Code and cannot be distributed outside a Plan of
      Reorganization.  The value was determined by multiplying the
      76,080 shares by $0.37, the average share price of the Company’s common
      stock on February 27, 2009.





(4)
            The
      $2,433 reported in the All Other Compensation column for Mr. Garden
      represents 15,209 shares of restricted stock (including accrued
      dividends).  The shares of stock to be issued pursuant to RSUs,
      which vested on March 11, 2009, the date he retired from the board, were
      not issued to Mr. Garden due to the Company’s Chapter 11
      cases.  The shares are subject to the applicable provisions of
      the Bankruptcy Code and cannot be distributed outside a Plan of
      Reorganization.  The value was determined by multiplying the
      15,209 shares by $0.16, the average share price of the Company’s common
      stock on March 11, 2009.





(5)
            The
      $39,873 reported in the All Other Compensation column for Mr. Piccolo
      includes 14,139 shares of restricted stock issued to Mr. Piccolo on
      February 25, 2009 upon his retirement from the board.  These
      shares were issued pursuant to the Crompton & Knowles Corporation
      Restricted Stock Plan for Directors.  The value of these shares
      ($8,129.93) was determined by multiplying the 14,139 shares by $0.575, the
      average share price of the Company’s stock on February 25,
      2009.  The $39,873 reported in the All Other Compensation column
      also includes (i) 26,944 shares of restricted stock held by Bank of
      America as Trustee for the 2001 Deferral Plan for the benefit of Mr.
      Piccolo; and (ii) 28,262 shares of restricted stock.  The shares
      to be issued pursuant to RSUs, which vested on February 25, 2009, the date
      he retired from the board, were not issued to Mr. Piccolo due to the
      Company’s Chapter 11 cases.  The shares are subject to the
      applicable provisions of the Bankruptcy Code and cannot be distributed
      outside a Plan of Reorganization.  The value of these shares
      ($31,743) was determined by multiplying the 55,206 shares by $0.575, the
      average share price of the Company’s stock on February 25,
      2009.


29


Equity
Interests of Non-Employee Directors





The
following table presents the number of outstanding and unexercised option awards
and the number of outstanding vested and unvested stock awards held by each of
our non-employee directors as of December 31, 2009:





Number
      of Shares
                      
                      
                      Number
      ofSubject
      to Outstanding
                      
                      
                      Stock
      Awards as ofOptions as of 12/31/09
                      
                      
                      12/31/09Roger
      L. Headrick
                      
                      
                      25,993
                      
                      
                      
                      80,372Nigel
      D. T. Andrews
                      
                      
                      31,677
                      
                      
                      
                      24,103James
      W. Crownover
                      
                      
                      25,564
                      
                      
                      
                      24,103Martin
      M. Hale
                      
                      
                      25,564
                      
                      
                      
                      24,103Burton
      M. Joyce
                      
                      
                      -
                      
                      
                      
                      -Bruce
      F. Wesson
                      
                      
                      41,093
                      
                      
                      
                      75,058John
      K. Wulff
                      
                      
                      -
                      
                      
                      
                      -Robert
      A. Fox
                      
                      
                      25,993
                      
                      
                      
                      76,080Edward
      P. Garden
                      
                      
                      -
                      
                      
                      
                      15,209C.
      A. Piccolo
                      
                      
                      34,222
                      
                      
                      
                      55,206





ITEM
12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS





Security
Ownership of Certain Beneficial Owners and Management





The
information presented below regarding beneficial ownership of Chemtura’s common
stock is presented in accordance with the rules of the SEC.  Under
these rules, beneficial ownership of common stock includes any shares to which a
person, directly or indirectly, has or shares voting power or investment power
within 60 days through the exercise of any stock option or other
right.





Security
Ownership of Certain Beneficial Owners





The
following table sets forth the beneficial owners of more than 5% of Chemtura’s
outstanding common stock as of March 22, 2010:





Name and Address of Beneficial
      Owner
                                
                                Number of Shares Beneficial
      Owned
                                
                                
                                Percent of ClassStrategic
      Value Special Situations MasterFund,
      L.P. and Strategic Value Master Fund, Ltd.
                                
                                
                                20,998,167
                                *
                                
                                
                                8.64
                                %c/o
      Strategic Value Partners100
      West Putnam RoadGreenwich,
      CT 06830ICC
      Capital Management390
      N. Orange Avenue27th
      FloorOrlando,
      FL 32801
                                
                                
                                18,689,976
                                **
                                
                                
                                7.69
                                %








*As reported
on Schedule 13D filed with the SEC on September 28, 2009.  According
to the Schedule 13D, Strategic Value Special Situations Master Fund,
L.P.  (“Special Situations Fund”) and Strategic Value Master Fund, Ltd
(“Strategic Value Master Fund”) beneficially own 5,121,462 and 15,876,705,
respectively, shares of common stock of the Company, representing approximately
2.11% and 6.54% ,respectively, of the Company’s shares
outstanding.  According to the Schedule 13D,  SVP Special
Situations, LLC, in its capacity as investment manager of Special Situations
Fund, has shared voting and dispositive power with respect to 5,121,462
shares.  Strategic Value Partners, LLC, in its capacity as investment
manager of Strategic Value Master Fund, and as sole member of SVP Special
Situations, LLC, has shared voting and dispositive power with respect to
20,998,167 shares.  Midwood, LP and Midwood Holdings, LLC, through
their control of Strategic Value Partners, LLC, has shared voting and
dispositive power with respect to 20,998,167 shares.


30





**As
reported on Schedule 13G filed with the SEC on March 2,
2009.  According to the Schedule 13G, ICC Capital Management has sole
voting power over 15,697,322 shares and sole dispositive power over 18,689,976
shares.





Security Ownership of
Management





The
following table sets forth information concerning shares of common stock
beneficially owned by each director and named executive officer as of March 31,
2010 and by all directors and executive officers as a group, in each case
representing less than one percent of such shares outstanding:





Total
      Number of SharesName
                        
                        Beneficially
      Owned (1)
                        
                        
                        Percent
      of
      ClassCraig
      A. Rogerson
                        
                        
                        75,000
                        (2)
                        
                        
                        *Roger
      L. Headrick
                        
                        
                        164,016
                        (3)
                        
                        
                        *Nigel
      D.T. Andrews
                        
                        
                        63,727
                        (4)
                        
                        
                        *James
      W. Crownover
                        
                        
                        57,225
                        (5)
                        
                        
                        *Billie
      S. Flaherty
                        
                        
                        35,975
                        (6)
                        
                        
                        *Stephen
      C. Forsyth
                        
                        
                        584,204
                        (7)
                        
                        
                        *Martin
      M. Hale
                        
                        
                        584,986
                        (8)
                        
                        
                        *Burton
      M. Joyce
                        
                        
                        -Bruce
      F. Wesson
                        
                        
                        119,386
                        (9)
                        
                        
                        *John
      K. Wulff
                        
                        
                        -David
      G. Dickey
                        
                        
                        131,302
                        (10)
                        
                        
                        *Robert
      S. Wedinger
                        
                        
                        4,248
                        (11)
                        
                        
                        *Kevin
      V. Mahoney
                        
                        
                        38,250
                        (12)
                        
                        
                        *All
      directors and executive officersnamed
      herein as a group (13 persons)
                        
                        
                        1,858,319
                        
                        
                        
                        *





*         
    Less than 1%




(1)
            Except
      as noted below, the directors and named executive officers have both sole
      voting and sole investment power over the shares reported in this
      table.


(2)
            Includes
      75,000 stock options exercisable within 60 days of March 31,
      2010.


(3)
            Includes
      25,993 stock options exercisable within 60 days of March 31,
      2010.


(4)
            Includes
      31,677 stock options exercisable within 60 days of March 31,
      2010.


(5)
            Includes
      25,564 stock options exercisable within 60 days of March 31,
      2010.


(6)
            Includes
      35,975 stock options exercisable within 60 days of March 31,
      2010.


(7)
            Includes
      20,454 shares held under the Chemtura Corporation Stock Purchase Plan
      (“Stock Purchase Plan”) as to which Mr. Forsyth has voting but not
      investment power.  It also includes 45,000 RSUs granted to Mr.
      Forsyth prior to March 18, 2009, the date Chemtura filed for protection
      under Chapter 11 of the Bankruptcy Code (such awards are referred to as
      “Pre-Petition Awards”).  Pre-Petition Awards are subject to the
      applicable provisions of the Bankruptcy Code and cannot be distributed
      outside a Plan of Reorganization.  Mr. Forsyth has voting but
      not investment power over these shares.  It also includes
      168,750 stock options exercisable within 60 days of March 31,
      2010.


(8)
            Includes
      212,138 shares held under the Charlie S. Hale Trust as to which Mr. Hale
      has sole voting and investment power and 304,446  shares held
      under the Hale Family Trust as to which Mr. Hale disclaims beneficial
      ownership.  It also includes 25,564 stock options exercisable
      within 60 days of March 31, 2010.


(9)
            Includes
      41,093 stock options exercisable within 60 days of March 31,
      2010.


(10)
            Includes
      9,460 shares held under the Stock Purchase Plan as to which Mr. Dickey has
      voting but not investment power and a Pre-Petition Award of 16,667
      RSUs.  Pre-Petition Awards are subject to the applicable
      provisions of the Bankruptcy Code and cannot be distributed outside
      a  Plan of Reorganization.  Mr. Dickey has voting but
      not investment power over these shares.  It also includes 93,750
      stock options exercisable within 60 days of March 31,
  2010.


(11)
            Includes
      3,248 shares held under the Stock Purchase Plan and a Pre-Petition Award
      of 1,000 RSUs.  Pre-Petition Awards are subject to the
      applicable provisions of the Bankruptcy Code and cannot be distributed
      outside a Plan of Reorganization.  Mr. Wedinger has voting but
      not investment power over these
shares.


(12)
            Includes
      38,250 stock options exercisable within 60 days of March 31,
      2010.





Equity
Compensation Plan Information





The
following table provides information about shares of Chemtura’s common stock
that may be issued upon the exercise of options, warrants and rights under our
equity compensation plans as of December 31, 2009:


31





Number of securitiesto
                                    be issued uponexercise
                                    ofoutstanding options,
                                    warrants and rights
                                  
                                  
                                  Weighted average
                                    exercise price of
                                    outstandingoptions,
                                    warrantsand rights
                                  
                                  
                                  Number of securitiesremaining
                                    available forfuture issuance
                                    underequitycompensation
                                    plans(excluding securities
                                    reflected in column)Plan
      Category
                                  
                                  (in
      millions)
                                  
                                  
                                  
                                  
                                  
                                  (in
      millions)Equity
      compensation plans approved bysecurity
      holders (1)
                                  
                                  
                                  6.1
                                  
                                  
                                  $
                                  9.63
                                  
                                  
                                  
                                  7.0
                                  (2)Equity
      compensation plans not approved bysecurity
      holders (3)
                                  
                                  
                                  0.3
                                  
                                  
                                  $
                                  7.35
                                  
                                  
                                  
                                  0Total
                                  
                                  
                                  6.4
                                  
                                  
                                  $
                                  9.52
                                  
                                  
                                  
                                  7.0







(1)
              Includes
      2006 Chemtura Corporation Long-Term Incentive Plan; Crompton Corporation
      2001 Employee Stock Purchase Plan; Amended Crompton Corporation 1998
      Long-Term Incentive Plan; Great Lakes Chemical Corporation 1993 Employee
      Stock Compensation Plan; Great Lakes Chemical Corporation 1998 Stock
      Compensation Plan; and Great Lakes Chemical Corporation 2002 Stock Option
      and Incentive Plan.





(2)
              Includes
      0.5 million of common stock available for future issuance as of December
      31, 2009 for the 2001 Employee Stock Purchase
  Plan.





(3)
            Includes
      2001 Employee Stock Option Plan.





ITEM
13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE





Transactions
with Related Parties





None





Review,
Approval or Ratification of Transactions with Related Parties





We review
relationships and transactions in which the Company and our directors, executive
officers, or nominees for director or their immediate families or a greater than
5% owner of our stock are participants to determine whether such related parties
have a direct or indirect material interest.  The Company’s legal
staff is primarily responsible for the development and implementation of
processes to obtain information from the directors and executive officers with
respect to related party transactions and for then determining, based on the
facts and circumstances, whether a related party has a direct or indirect
material interest in the transaction.  As required under SEC rules,
transactions that are determined to be directly or indirectly material to a
related party are disclosed.  In addition, the Company’s executive
committee, comprising senior executives of the Company, is responsible for
reviewing and approving related party transactions.  In the course of
its review of a disclosable related party transaction, the executive committee
considers, among other things (i) the nature of the related party’s interest in
the transaction; (ii) the material terms of the transaction, including the
amount and type of transaction; (iii) the importance of the transaction to the
related party; (iv) the importance of the transaction to the Company; and (v)
any other matters the executive committee deems appropriate.  The
Company does not maintain a written related-party transaction
policy.  No related-party transactions were approved by the executive
committee in 2009.





Director
Independence





On March
18, 2009, Chemtura filed a voluntary petition for protection under Chapter 11 of
the U.S. Bankruptcy Code.  As a result of the Chapter 11 cases,
Chemtura’s common stock was delisted by the NYSE on April 16,
2009.  The board of directors, however, has elected to continue to
follow the independence rules required by the NYSE.  The listing
standards of the NYSE require companies listed on the NYSE to have a majority of
independent directors.  The NYSE listing standards generally provide,
among other things, that a director is independent if the board affirmatively
determines that the director has no material relationship with the
Company.  The persons who served as non-employee directors at any time
during 2009 are:  Nigel D. T. Andrews, James W. Crownover, Martin M.
Hale, Roger L. Headrick, Burton M. Joyce, Bruce F. Wesson, John K. Wulff, Robert
A. Fox, Edward P. Garden and C.A. (Lance) Piccolo.  The board of
directors has determined that each of these directors is independent under the
NYSE listing standards.


32


ITEM
14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES





Independent
Audit Fees for 2009





Our
independent registered public accounting firm for the calendar years ended
December 31, 2009 and December 31, 2008 was KPMG LLP
(“KPMG”).  Services provided to us by KPMG for each of the fiscal
years are described below.





(in
      millions)
                    
                    2009
                    
                    
                    2008Audit
      Fees
                    
                    $
                    5.6
                    
                    
                    $
                    4.5Audit
      Related Fees
                    
                    
                    -
                    
                    
                    
                    0.1Tax
      Fees
                    
                    
                    0.9
                    
                    
                    
                    0.6All
      Other Fees
                    
                    
                    -
                    
                    
                    
                    0.1Total
                    
                    $
                    6.5
                    
                    
                    $
                    5.3





The
following information describes the aggregate fees for professional services by
KPMG for the fiscal years ended December 31, 2009 and December 31,
2008:





·
            Audit Fees:Audit fees
      principally consist of fees associated with the annual integrated audit of
      our consolidated financial statements and internal control over financial
      reporting included in our Forms 10-K, the reviews of our quarterly
      consolidated financial statements included in our Forms 10-Q and statutory
      audits required internationally.





·
            Audit-Related
      Fees:  Audit-related services principally included audit
      services related to business acquisitions and divestitures, consultation
      regarding the application of United States Generally Accepted Accounting
      Principles, new regulatory pronouncements and other attest
      services.





·
            Tax
      Fees:  Tax services principally included tax compliance,
      state and local tax refunds, tax advisory services related to acquisitions
      and divestitures and domestic and international tax
    planning.





·
            All Other
      Fees:  All other fees principally comprised services
      related to divestitures.





The audit
committee has considered whether KPMG’s provision of non-audit services is
compatible with KPMG’s independence and determined that KPMG’s independence is
not compromised by providing such services.





Policy
on Audit Committee Pre-Approval of Audit and Permissible Non-Audit
Services





In
accordance with the audit committee’s charter, all services provided by KPMG
must be approved by the audit committee.  The audit committee has
adopted a policy to pre-approve audit and permissible non-audit services
provided by KPMG.  The audit committee has pre-approved the use of
KPMG for tax compliance and consultation services, subject to audit committee
approval of individual engagements in excess of $100,000 or $1.25 million in the
aggregate. The chair of the audit committee is authorized to pre-approve any
audit or permissable non-audit services approved in accordance with the policies
established by the committee. All audit
and permissible non-audit services performed by KPMG during fiscal years 2009
and 2008 were approved by the audit committee in accordance with the established
policies.


33


PART
IV.





Item
15.  Exhibits and Financial Statement Schedules





(a)  The
following exhibits are either filed herewith or incorporated by reference to the
respective reports and registration statements identified in the parenthetical
clause following the description of the document or exhibit:





1.
            Financial
      statements and Report of Independent Registered Public Accounting Firm, as
      required by Item 8 of this form.


(i)     Consolidated
Statements of Operations for the years ended December 31, 2009, 2008, and
2007;


(ii)    Consolidated
Balance Sheets as of December 31, 2009 and 2008;


(iii)   Consolidated
Statements of Cash Flows for the years ended December 31, 2009, 2008, and
2007;


(iv)   Consolidated
Statements of Stockholders' Equity for the years ended December 31, 2009, 2008
and


2007;


(v)    Notes
to Consolidated Financial Statements; and


(vi)   Report
of Independent Registered Public Accounting Firm


(incorporated
by reference to Item 15(a) to the Annual Report on Form 10-K for the fiscal year
ended December 31, 2009 (“2009 Form 10-K”)).


2.
            Financial
      Statement Schedule II, Valuation and Qualifying Accounts, required by
      Regulation S-X is included herein. (incorporated by reference to Item
      15(a) to the Registrant’s 2009 Form
10-K).





Exhibit No.
            
            Description3(i)(a)
            
            Amended
      and Restated Certificate of Incorporation of the Registrant dated
      September 1, 1999 (incorporated by reference to Exhibit 3(i)(a) to the
      Registrant's Form 10-K for the fiscal year ended December 31, 2001 ("2001
      Form 10-K")).3(i)(b)
            
            Certificate
      of Amendment of Amended and Restated Certificate of Incorporation of the
      Registrant dated April 27, 2000 (incorporated by reference to Exhibit
      3(i)(b) to the Registrant's 2001 Form 10-K).3(i)(c)
            
            Certificate
      of Change of Location of Registered Office and of Registered Agent dated
      May 18, 2000 (incorporated by reference to Exhibit 3(i)(c) to the
      Registrant's 2001 Form 10-K).3(i)(d)
            
            Certificate
      of Amendment of Amended and Restated Certificate of Incorporation of the
      Registrant dated July 1, 2005 (incorporated by reference to Exhibit 4.1 to
      the Registrant’s Form 8-K dated July 1, 2005 (“July 1, 2005
      8-K”)).3(i)(e)
            
            Certificate
      of Amendment of Amended and Restated Certificate of Incorporation of the
      Registrant dated May 2, 2006 (incorporated by reference to Exhibit 3(i)(e)
      to the Registrant’s Form 10-Q for the period ended March 31, 2006 (“March
      31, 2006 10-Q”)).3(ii)
            
            By-laws
      of the Registrant (incorporated by reference to Exhibit 3(ii) to the
      Registrant's March 31, 2006 10-Q).3(iii)
            
            Amendment
      to the By-laws of the Registrant (incorporated by reference to Exhibit
      3(ii) to the Registrant’s Form 8-K dated April 30, 2007 (“April 30, 2007
      8-K”)).4.1
            
            Indenture,
      dated as of February 1, 1993, between Witco Corporation and The Chase
      Manhattan Bank, N.A. relating to $150 million of 6.875% debentures due
      2026 (incorporated by reference to Exhibit 4.1 to the Registrant’s Form
      10-K for the fiscal year ended December 31, 2008, as amended (“2008 Form
      10-K/A”)).4.2
            
            Indenture,
      dated as of July 16, 1999, between Great Lakes Chemical Corporation and
      The First National Bank of Chicago relating to $400 million of 7% notes
      due July 15, 2009 (incorporated by reference to Exhibit 4.2 to the 2008
      Form 10-K/A).4.3
            
            Rights
      Agreement, dated as of September 2, 1999, by and between the Registrant
      and ChaseMellon Shareholder Services, L.L.C., as Rights Agent
      (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-A
      dated September 28, 1999).4.4
            
            Form
      of First Supplemental Indenture, dated February 1, 1996, by and among
      Witco Corporation, Chase Manhattan Bank, N.A., the Initial Trustee, and
      Fleet National Bank of Connecticut, the Note Trustee, relating to the 6
      1/8% Notes due 2006 and 6 7/8% Notes due 2026 (incorporated by reference
      to Exhibit 4.4 to the 2008 Form 10-K/A).4.5
            
            Second
      Supplemental Indenture, dated as of August 5, 2004, between Crompton
      Corporation and U.S. Bank, National Association, to the 1993 Indenture
      (incorporated by reference to Exhibit 4.4 of the Company's Registration
      Statement on Form S-4 Registration Number 333-119641, filed on October 8,
      2004 ("2004 Form S-4")).


34





4.6
            
            Fourth
      Supplemental Indenture, dated as of July 1, 2005. to the Indenture dated
      as of February 1, 1993, among the Registrant, the Guarantors signatory
      thereto, Manufacturers and Traders Trust Company, as trustee, and U.S.
      Bank National Association, as Trustee (incorporated by reference to
      Exhibit 10.4 to the Registrant’s July 1, 2005 Form 8-K (“July 1, 2005
      8-K”)).4.7
            
            Indenture,
      dated as of August 16, 2004, among Crompton Corporation, the Guarantors
      listed on Schedule A thereto, Wells Fargo Bank, National Association, as
      trustee and Deutsche Bank Trust Company Americas as Note Custodian, Paying
      Agent and Registrar, relating to the Registrant's 9 7/8% Senior Notes due
      2012 (incorporated by reference to Exhibit 4.5 of the 2004
      S-4).4.8
            
            Indenture,
      dated as of August 16, 2004, among Crompton Corporation, the Guarantors
      listed on Schedule A thereto, Wells Fargo Bank, National Association, as
      trustee and Deutsche Bank Trust Company Americas as Note Custodian, Paying
      Agent and Registrar, relating to the Registrant's Senior Floating Rate
      Notes due 2010 (incorporated by reference to Exhibit 4.6 of the 2004
      S-4).4.9
            
            Supplemental
      Indenture dated as of May 31, 2005, by and between Crompton Corporation
      and Wells Fargo Bank, National Association, as Trustee, relating to
      Crompton Corporation Senior Floating Rate Notes due 2010 (incorporated by
      reference to Exhibit 4.1 to the Registrant’s Form 8-K dated June 1, 2005
      (“June 1, 2005 8-K”).4.10
            
            Supplemental
      Indenture dated as of May 31, 2005, by and between Crompton Corporation
      and Wells Fargo Bank, National Association, as Trustee, relating to
      Crompton Corporation 9 7/8% Senior Notes due 2012 (incorporated by
      reference to Exhibit 4.2 to the June 1, 2005 8-K).4.11
            
            Indenture
      dated as of April 24, 2006, by and among the Registrant as Issuer, the
      Guarantors named therein and Wells Fargo Bank, N.A., as Trustee relating
      to the Registrant’s 6.875% Notes due 2016 (incorporated by reference to
      Exhibit 10.1 to the Registrant’s March 31, 2006 Form 10-Q).4.12
            
            Supplemental
      Indenture, dated as of February 11, 2009, among GLCC Laurel, LLC, Biolab
      Company Store, LLC and Biolab Franchise Company, LLC, each an indirect
      subsidiary of Registrant, and Wells Fargo Bank, N.A., as Trustee
      (incorporated by reference to Exhibit 10.61 to Registrant’s Form 10-K for
      the fiscal year ended December 31, 2008 (“2008 Form 10-K”)).4.13
            
            Supplemental
      Indenture, dated as of July 1, 2005, to the Indenture dated as of July 16,
      1999, among Great Lakes Chemical Corporation, the Registrant, the
      Guarantors signatory thereto and J.P. Morgan Trust Company, National
      Association, as Trustee (incorporated by reference to Exhibit 10.5 to the
      July 1, 2005 8-K).10.1
            
            Supplement
      No. 1, dated as of March 26, 2004, to the Security Agreement dated as of
      December 21, 2001, among the Registrant, various subsidiaries of the
      Registrant, and Citicorp USA, Inc., as Collateral Agent (incorporated by
      reference to Exhibit 10.3 to the Registrant’s Form 10-Q for the period
      ended March 31, 2004).10.2
            
            Credit
      Agreement, dated as of August 16, 2004, among Crompton Corporation, the
      Lenders from time to time party thereto, Deutsche Bank AG, Cayman Islands
      Branch, as Deposit Bank and Deutsche Bank AG New York Branch, as
      Administrative Agent (incorporated by reference to Exhibit 10.43 to the
      2004 Form S-4).10.3
            
            Security
      Agreement, dated as of August 16, 2004, among Crompton Corporation,
      certain of its subsidiaries from time to time party thereto and Deutsche
      Bank AG New York Branch as Collateral Agent (incorporated by reference to
      Exhibit 10.47 of the 2004 Form S-4).10.4
            
            Pledge
      Agreement, dated as of August 16, 2004, among Crompton Corporation,
      certain of its subsidiaries from time to time party thereto and Deutsche
      Bank AG New York Branch, as Pledgee (incorporated by reference to Exhibit
      10.48 to the 2004 Form S-4).10.5
            
            Subsidiaries
      Guaranty, dated as of August 16, 2004, among certain subsidiaries of
      Crompton Corporation and Deutsche Bank AG New York Branch, as
      Administrative Agent (incorporated by reference to Exhibit 10.49 of the
      2004 form S-4).10.6+
            
            Form
      of Supplemental Savings Plan, effective January 1, 2005, by and between
      the Registrant and various key management personnel (incorporated by
      reference to Exhibit 10.1 to the February 28, 2005 8-K).10.7+
            
            2005
      Crompton Corporation Short-Term Incentive Plan, effective January 1, 2005
      (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K
      dated April 27, 2005).


35





10.8
            
            Credit
      Agreement, dated as of July 1, 2005, among the Registrant, the Lenders
      listed therein, Citibank, N.A., as Agent, and Bank of America, N.A., as
      Syndication Agent (incorporated by reference to Exhibit 10.1 to the
      Registrant’s Form 8-K dated July 1, 2005 (“July 1, 2005
      8-K”)).10.9
            
            Amendment
      No. 1 to the Credit Agreement by and among the Registrant, various lenders
      and Citibank, N.A., as Agent, dated as of December 12, 2005 (the “2005
      Credit Agreement”) (incorporated by reference to Exhibit 10.1 to the
      Registrant’s Form 8-K dated December 15, 2005 (“December 15, 2005
      8-K”)).10.10
            
            Amended
      and Restated Credit Agreement by and among the Registrant, various lenders
      and Citibank, N.A., as Agent, dated as of December 12, 2005 (incorporated
      by reference to Exhibit 10.2 to the December 15, 2005 8-K).10.11
            
            Amendment
      No. 2, dated as of December 31, 2005, to the 2005 Credit Agreement by and
      among the Registrant, various lenders and Citibank N.A., as Agent, dated
      as of July 1, 2005, as amended and restated by Amendment No. 1 dated as of
      December 12, 2005 (incorporated by reference to Exhibit 10.1 to the
      Registrant’s Form 8-K dated February 15, 2006).10.12
            
            Amendment
      No. 3, dated as of December 31, 2005, to the Credit Agreement by and among
      the Registrant, various lenders and Citibank N.A., as Agent, dated as of
      July 1, 2005, as amended and restated by Amendment No. 1 dated as of
      December 12, 2005 (incorporated by reference to Exhibit 10.1 to the
      Registrant’s Form 8-K dated March 20, 2006.)10.13+
            
            Chemtura
      Corporation 2006 Long-Term Incentive Plan, effective April 27, 2006
      (incorporated by reference to Exhibit 10.1 to the Registrant’s April 27,
      2006 Form 8-K).10.14
            
            Form
      of Amendment No. 4 to the Credit Agreement by and among the Registrant,
      various lenders and Citibank, N.A., as Agent, dated as of May 9, 2006
      (incorporated by reference to Exhibit 10.1 to the Registrant’s May 26,
      2006 Form 8-K).10.15+
            
            Employment
      Agreement dated as of June 13, 2006, by and between the Registrant and
      Robert L. Wood (incorporated by reference to Exhibit 10.1 to the
      Registrant’s June 19, 2006 Form 8-K).10.16
            
            Form
      of Amendment No. 5 to the Credit Agreement by and among the Registrant,
      various lenders and Citibank, N.A., as Agent, dated as of December 14,
      2006 (incorporated by reference to Exhibit 10.1 to the Registrant’s
      December 15, 2006 Form 8-K).10.17
            
            Form
      of Amendment No. 6 to the Credit Agreement by and among the Registrant,
      various lenders and Citibank, N.A., as Agent, dated as of February 27,
      2007 (incorporated by reference to Exhibit 10.1 to the Registrant’s
      February 28, 2007 Form 8-K).10.18+
            
            Employment
      of Stephen C. Forsyth was accompanied by a sign-on bonus,
      performance-based restricted stock, restricted stock grant, stock options,
      participation in the Management Incentive Plan, Key Executive and Key
      Employee Severance Plan, Supplemental Savings Plan, and the “Flexperq”
      Program (incorporated by reference to the Registrant’s April 9, 2007 Form
      8-K (“April 9, 2007 8-K”)).10.19+
            
            2007-2009
      Chemtura Corporation Long-Term Incentive Plan, effective March 28, 2007
      (incorporated by reference to Exhibit 10.2 to the March 29, 2006 Form
      8-K).10.20+
            
            Agreement
      dated November 28, 2007 by and between the Registrant and David G. Dickey,
      (incorporated by reference to Exhibit 10.84 to the Registrant’s Form 10-K
      for the fiscal year ended December 31, 2007 (“2007 10-K”)).10.21+
            
            Separation
      Agreement and General Release dated January 21, 2008, by and between Gary
      P. Yeaw and the Registrant (incorporated by reference to Exhibit 99.1 to
      the Registrant’s January 23, 2008 Form 8-K (“January 23, 2008
      8-K”)).10.22+
            
            2008
      Chemtura Corporation Management Incentive Program, effective February 28,
      2008 (incorporated by reference to Exhibit 10.1 to the Registrant’s March
      3, 2008 Form 8-K (“March 3, 2008 8-K”)).10.23+
            
            2008-2010
      Chemtura Corporation Long-Term Incentive Plan, effective February 28, 2008
      (incorporated by reference to Exhibit 10.2 to the March 3, 2008
      8-K).10.24+
            
            The
      Board of Directors of the Registrant adopted a new compensation schedule
      (dated as of October 28, 2008) for non-employee members of the Board of
      Directors, (reported the Registrant’s October 31, 2008 Form 8-K (“October
      31, 2008 8-K”)).10.25
            
            Amendment
      Number 1 to Receivables Purchase Agreement (dated as of May 31, 2007),
      (incorporated by reference to Exhibit 10.86 to the Registrant’s September
      30, 2006 Form 10-Q (“September 30, 2006 10-Q”)).


36





10.26
            
            Letter
      Agreement Regarding Receivables Purchase Agreement (dated as of May 31,
      2007) (incorporated by reference to Exhibit 10.87 to the September 30,
      2006 10-Q).10.27
            
            Amendment
      Number 2 to Amended and Restated Receivables Purchase Agreement (dated as
      of June 28, 2007), (incorporated by reference to Exhibit 10.88 to the
      September 30, 2006 10-Q).10.28
            
            First
      Amendment, dated as of May 31, 2007 to Fourth Amended and Restated
      Receivables Sale Agreement Dated as of September 28, 2006, (incorporated
      by reference to Exhibit 10.89 to the September 30, 2006
10-Q).10.29
            
            Amendment
      No. 2 to Fourth Amended and Restated Receivables Sale Agreement (dated as
      of June 28, 2007), (incorporated by reference to Exhibit 10.90 to the
      September 30, 2006 10-Q).10.30
            
            Third
      Amendment, dated as of August 31, 2007 to Fourth Amended and Restated
      Receivables Sale Agreement Dated as of September 28, 2006, (incorporated
      by reference to Exhibit 10.91 to the September 30, 2006
10-Q).10.31+
            
            Employment
      Agreement dated as of December 8, 2008, by and between the Registrant and
      Craig A. Rogerson (incorporated by reference to Exhibit 10.86 to the
      Registrant’s December 9, 2008 Form 8-K (“December 9, 2008
      8-K”)).10.32+
            
            Separation
      Agreement and General Release, dated as of December 8, 2008, by and
      between Mr. Robert L. Wood and the Registrant (incorporated by reference
      to Exhibit 99.1 to the Registrant’s December 16, 2008 Form 8-K (“December
      16, 2008 8-K”)).10.33+
            
            Separation
      Agreement and General Release dated January 19, 2009, by and between Lynn
      A. Schefsky and the Registrant (incorporated by reference to Exhibit 99.1
      to the Registrant’s February 5, 2009 Form 8-K (“February 5, 2009
      8-K”)).10.34
            
            Sixth
      Amendment and Waiver Agreement, dated as of December 30, 2008, to the
      Fourth Amended and Restated Receivables Sale Agreement dated as of
      September 28, 2006, by and among Crompton & Knowles Receivables
      Corporation, as seller (“Seller”), Chemtura Corporation, as the initial
      collection agent, The Royal Bank of Scotland plc (as successor to ABN AMRO
      Bank N.V.), as agent, and various other banks and liquidity providers
      (incorporated by reference to Exhibit 10.1 to the Registrant’s December
      30, 2008 Form 8-K/A filed on January 2, 2009 (“December 30, 2008
      8-K/A”)).10.35
            
            Form
      of Receivables Purchase Agreement, dated as of January 23, 2009, by and
      among Registrant, as Seller, Registrant as the Servicer, Citicorp USA,
      Inc., as Agent, Citigroup Global Markets Inc., as Arranger and The Royal
      Bank of Scotland Plc, as Syndication Agent (incorporated by reference to
      Exhibit 10.92 to the Registrant’s January 27, 2009 Form 8-K (“January 27,
      2009 8-K”)).10.36
            
            Form
      of Receivables Sale Agreement, dated as of January 23, 2009, by and among
      Registrant, Great Lakes Chemical Corporation, GLCC Laurel, LLC, and
      BioLab, Inc. as Sellers, Chemtura Receivables LLC, as Buyer, Registrant as
      Buyer’s Servicer, and Citicorp USA, Inc., as Agent, (incorporated by
      reference to Exhibit 10.93 to the Registrant’s January 27, 2009 Form 8-K
      (“January 27, 2009 8-K”)).10.37
            
            Addendum,
      dated as of February 13, 2009, to Separation Agreement and General
      Release, dated as of December 8, 2008, by and between Mr. Robert L. Wood
      and the Registrant (Separation Agreement and General Release incorporated
      by reference to Exhibit 99.1 to the Registrant’s December 16, 2008 Form
      8-K (“December 16, 2008 8-K”)).10.38
            
            Amended
      and Restated Pledge Agreement from the pledgors referred to therein to
      Citibank, N.A., as agent, dated as of July 31, 2007 (incorporated by
      reference to Exhibit 10.2 to the Registrant’s Form 8-K dated August 6,
      2007 (“August 6, 2007 8-K”)).10.
      39
            
            Amendment
      No. 1, dated as of September 30, 2007, to the Amended and Restated Credit
      Agreement dated as of July 31, 2007, with its lenders (incorporated by
      reference to Exhibit 10.1 to the Registrant’s Form 8-K dated November 5,
      2007 (“November 5, 2007 8-K”)).10.40
            
            Waiver
      and Amendment No. 2, dated as of December 30, 2008, to the Amended and
      Restated Credit Agreement dated July 31, 2007 (the “2007 Credit
      Agreement”) with Citibank, N.A., as agent, and the other lenders and
      agents party thereto )incorporated by reference to Exhibit 10.2 to the
      Registrant’s December 30, 2008 Form 8-K/A filed on January 2, 2009
      (“December 30, 2008 8-K/A”), previously filed with the referenced report
      on Form 8-K filed by Registrant on December 31,
  2008.


37





10.41
            
            Second
      Amended and Restated Pledge and Security Agreement, dated as of December
      30, 2008, among Chemtura Corporation, certain domestic subsidiaries of
      Chemtura Corporation, and Citibank, N.A., as agent (incorporated by
      reference to Exhibit 10.3 to the December 30, 2008 8-K/A).10.42+
            
            Chemtura
      Corporation Supplemental Savings Plan (incorporated by reference to
      Exhibit 10.1 to the Registrant’s January 2, 2009 Form 8-K).10.43
            
            Receivables
      Purchase Agreement dated as of January 23, 2009 (incorporated by reference
      to Exhibit 10.92 to the Registrant’s January 26, 2009 Form 8-K (“January
      26, 2009 8-K”)).10.44
            
            Receivables
      Sales Agreement dated as of January 23, 2009 (incorporated by reference to
      Exhibit 10.93 to the January 26, 2009 8-K).10.45+
            
            2009
      Chemtura Corporation Management Incentive Program (incorporated by
      reference to Exhibit 10.1 to the Registrant’s March 10, 2009 Form
      8-K).10.46+
            
            Chemtura
      Corporation Executive and Key Employee Severance Plan (incorporated by
      reference to Exhibit 10.1 to the Registrant’s March 13, 2009 Form
      8-K).10.47
            
            Senior
      Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of
      March 18, 2009 (incorporated by reference to Exhibit 10.1 to the
      Registrant’s Form 10-Q for the period ended March 31, 2009 (“March 31,
      2009 10-Q”).10.48
            
            Amendment
      No. 1, dated as of April 29, 2009, to the Senior Secured Superpriority
      Debtor-in-Possession Credit Agreement, dated as of March 18, 2009
      (incorporated by reference to Exhibit 10.2 to the March 31, 2009
      10-Q”)).10.49
            
            Letter
      Agreement, dated March 18, 2009, between the Company and Alvarez &
      Marsal North America, LLC (incorporated by reference to Exhibit 10.3 to
      the March 31, 2009 10-Q).10.50
            
            Separation
      Agreement and General Release, dated as of July 1, 2009, between Chemtura
      Corporation and Robert Wedinger (incorporated by reference to Exhibit 99.1
      to the Registrant’s July 9, 2009 Form 8-K).10.51
            
            Amendment
      No. 2, dated as of July 13, 2009, to the Senior Secured Superpriority
      Debtor-in-Possession Credit Agreement, dated as of March 18, 2009
      (incorporated by reference to Exhibit 10.1 to the Registrant’s July 16,
      2009 Form 8-K).10.52
            
            2009
      Chemtura Corporation Management Incentive Program (incorporated by
      reference to Exhibit 10.1 to the Registrant’s Form 10-Q for the period
      ended June 30, 2009).10.53
            
            Share
      and Asset Purchase Agreement, dated December 23, 2009, among Chemtura
      Corporation, SK Atlas, LLC and SK Capital Partners II, LP (incorporated by
      reference to Exhibit 2.1 to the Registrant’s December 23, 2009 Form
      8-K).10.54
            
            Senior
      Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of
      March 18, 2009, including Schedules and Exhibits (incorporated by
      reference to Exhibit 10.1 to the Registrant’s Form 10-Q for the period
      ended September 30, 2009).10.55
            
            Amendment
      No. 3, dated as of January 15, 2010, to the Senior Secured Superpriority
      Debtor-in Possession Credit Agreement, dated as of March 18, 2009
      (incorporated by reference to Exhibit 10.57 to the Registrant’s 2009 Form
      10-K).10.56
            
            Share
      and Asset Purchase Agreement between Chemtura Corporation and SK Atlas,
      LLC and SK Capital Partners II, LLP, dated December 15, 2010 (incorporated
      by reference to Exhibit 10.58 to the Registrant’s 2009 Form
      10-K).10.57
            
            Amended
      and Restated Senior Secured Superpriority Debtor-in-Possession Credit
      Agreement, dated February 4, 2010 (incorporated by reference to Exhibit
      10.59 to the Registrant’s 2009 Form 10-K).10.58
            
            Share
      and asset Purchase Agreement by and among Artek Aterian Holding Company,
      LLC, Aterian Investment Partners Distressed Opportunities, LP, Artek
      Surfin Chemicals Ltd. and Chemtura Corporation, dated February 23, 2010
      (incorporated by reference to Exhibit 2.1 to the Registrant’s February 24,
      2010 Form 8-K).10.59+
            
            Crompton
      Corporation Directors Deferred Compensation Plan, as amended on January
      30, 2001.*


38





10.60+
            
            Great
      Lakes Chemical Corporation 1993 Employee Stock Compensation
      Plan.*10.61+
            
            Great
      Lakes Chemical Corporation 1998 Stock Compensation Plan.*10.62+
            
            Amended
      Crompton Corporation 1998 Long-Term Incentive Plan (incorporated by
      reference to Exhibit 10.21 to the Registrant’s Form 10-K for the fiscal
      year ended December 31, 2001).10.63+
            
            Crompton
      Corporation 2001 Employee Stock Purchase Plan.*10.64+
            
            Great
      Lakes Chemical Corporation 2002 Stock Option and Incentive
      Plan.*10.65+
            
            2006
      Chemtura Corporation Long-Term Incentive Plan (incorporated by reference
      to Exhibit 10.1 to the Registrant’s April 27, 2007 Form 8-K).18
            
            Independent
      Registered Public Accounting Firm’s Preferability Letter concerning the
      change in the measurement date for the Company’s defined benefit and other
      post-retirement benefit plans from December 31 to November 30
      (incorporated by reference to Exhibit 18 to the Registrant’s 2005 Form
      10-K).21
            
            Subsidiaries
      of the Registrant (incorporated by reference to Exhibit 21 to the
      Registrant’s 2009 Form 10-K).23
            
            Consent
      of Independent Registered Public Accounting Firm (incorporated by
      reference to Exhibit 23 to the Registrant’s 2009 Form 10-K).24
            
            Form
      of Power of Attorney from directors and executive officers of the
      Registrant authorizing signature of this report (incorporated by reference
      to Exhibit 24 to the Registrant’s 2009 Form 10-K) (Original on file at
      principal executive offices of Registrant).31.1
            
            Certification
      of Periodic Financial Reports by the Registrant's Chief Executive Officer
      (Section 302) (incorporated by reference to Exhibit 31.1 to the
      Registrant’s 2009 Form 10-K).31.1(a)
            
            Certification
      of Periodic Financial Reports by the Registrant’s Chief Executive Officer
      (Section 302).*31.2
            
            Certification
      of Periodic Financial Reports by the Registrant's Chief Financial Officer
      (Section 302) (incorporated by reference to Exhibit 31.2 to the
      Registrant’s 2009 Form 10-K).31.2(a)
            
            Certification
      of Periodic Financial Reports by the Registrant’s Chief Financial Officer
      (Section 302).*32.1
            
            Certification
      of Periodic Financial Reports by the Registrant's Chief Executive Officer
      (Section 906) (incorporated by reference to Exhibit 32.1 to the
      Registrant’s 2009 Form 10-K).32.2
            
            Certification
      of Periodic Financial Reports by the Registrant's Chief Financial Officer
      (Section 906) (incorporated by reference to Exhibit 32.2 to the
      Registrant’s 2009 Form 10-K).





*   Copies of these Exhibits are filed with this amended
Annual Report on Form 10-K/A.





+  This
Exhibit is a compensatory plan, contract or arrangement in which one or more
directors or executive officers of the Registrant participate.





PLEASE
NOTE:  Readers should not rely upon any covenants, representations, or
warranties that may be contained in agreements or other documents filed as
Exhibits to, or incorporated by reference in, this Annual Report on Form
10-K.  Any such covenants, representations, or warranties may have
been qualified or superseded in separate schedules or exhibits not filed with or
incorporated by reference herein, may reflect the parties’ negotiated risk
allocation in the particular transaction, may be qualified by materiality
standards that differ from those applicable for securities law purposes, and may
not be true as of the date of this Annual Report on Form 10-K or any other date
and may be subject to waivers by any or all of the parties.  Where
exhibits and schedules to agreements filed or incorporated by reference as
Exhibits hereto are not included in these exhibits, such exhibits and schedules
to agreements are not included or incorporated by reference herein.





39




SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.





CHEMTURA
      CORPORATION(Registrant)Date:  April
      29, 2010
                By:
                /s/ Stephen C. ForsythStephen
      C. ForsythExecutive
      Vice President and Chief Financial
Officer





Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the date indicated.





Name
              TitleCraig
      A. Rogerson*
              Chairman
      of the Board, President, Chief Executive
                Officer
      and Director (Principal Executive Officer)Stephen
      C. Forsyth
              Executive
      Vice President and Chief Financial
                Officer
      (Principal Financial Officer)Kevin
      V. Mahoney*
              Senior
      Vice President and Corporate Controller
                (Principal
      Accounting Officer)Nigel
      D. T. Andrews*
              DirectorJames
      W. Crownover*
              DirectorMartin
      M. Hale*
              DirectorRoger
      L. Headrick*
              Lead
      DirectorBurton
      M. Joyce*
              DirectorBruce
      F. Wesson*
              DirectorJohn
      K. Wulff*
              Director





Date:  April
      29, 2010
              *By:
              /s/ Stephen C. ForsythStephen
      C. Forsythas
      attorney-in-fact


40