U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C.  20549





FORM
10-K/A


Amendment
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, 2008


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)





199
      Benson Road
              Middlebury,
      Connecticut
            06749(Address
      of principal executive offices)
            (Zip
      Code)





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




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 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 filerx
                              
                              Accelerated filer  ̈
                              
                              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, 2008 was
$1,422,761,984.





The
number of voting shares of Common Stock of the registrant outstanding as of
January 26, 2009 was 242,650,502.











PART
      IIIItem
      10.
                                                
                                                Directors,
      Executive Officers and Corporate Governance
                                                
                                                3Item
      11.
                                                
                                                Executive
      Compensation
                                                
                                                8Item
      12.
                                                
                                                Security
      Ownership of Certain Beneficial Owners and Management And
      Related Stockholder Matters
                                                
                                                27Item
      13.
                                                
                                                Certain
      Relationships and Related Transactions, and Director Independence
                                                
                                                29Item
      14.
                                                
                                                Principal
      Accounting Fees and Services
                                                
                                                30PART
      IVItem
      15.
                                                
                                                Exhibits
      and Financial Statement Schedules
                                                
                                                32Signatures
                                                
                                                
                                                
                                                38




1




EXPLANATORY
NOTE





On March
18, 2009, Chemtura Corporation (“Chemtura” or the “Company”) and certain of its
subsidiaries organized in the United States filed voluntary petitions in the
United States Bankruptcy Court for the Southern District of New York seeking
reorganization relief under the provisions of Chapter 11 of Title 11 of the
United States Bankruptcy Code.  See Chemtura’s Quarterly Report on
Form 10-Q for the period ended March 31, 2009 filed on May 8, 2009, “Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of
Operations” and its Current Report on Form 8-K filed on March 23, 2009 for more
information on Chemtura’s financial restructuring.





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 three exhibits to Item 15
and update Item 15 of the Registrant’s Annual Report on Form 10-K for the period
ended December 31, 2008 as filed on March 2, 2009 (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 and Section 21(e) of the Securities
Exchange Act of 1934, as amended.  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 and Part II, Item IA, “Risk Factors” in our Quarterly Report on Form 10-Q
for the period ended March 31, 2009.





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
            
            DirectorBillie
      S. Flaherty
            
            Director,
      Senior Vice President, General Counsel and SecretaryStephen
      C. Forsyth
            
            Director,
      Executive Vice President and Chief Financial OfficerMartin
      M. Hale
            
            DirectorBruce
      F. Wesson
            
            Director





The
following sets forth certain biographical information with respect to the
directors listed above:





Craig A. Rogerson,53, has
served as Chairman, President and Chief Executive Officer of Chemtura since
December 2008.  Prior to joining Chemtura, Mr. Rogerson served as
President, Chief Executive Officer and a director of Hercules, Inc. from
December 2003 until acquired by Ashland Inc. in November 2008.





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 the Managing
General Partner of HMCH Ventures, a private investment company, and President
and Chief Executive Officer of ProtaTek International, Inc., a biotechnical
animal vaccine company.  He is also a director of Rahr Malting
Company.  Mr. Headrick is the former President and Chief Executive
Officer of the Minnesota Vikings Football Club, Inc.





Nigel D. T. Andrews,62,
served as a director of Great Lakes Chemical Corporation (prior to the merger of
Great Lakes into Chemtura in 2005) from 2000 to 2004 and 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 and prior to 1993 as Vice President and General Manager
of General Electric Plastics-Americas and Vice President of Corporate Business
Development of General Electric Company, reporting to the
Chairman.  He also serves as a director of Mikronite Technologies Inc.
and Old Mutual plc., a trustee of Victory Funds and as a governor of the London
Business School.





James W. Crownover, 66,
served as a director of Great Lakes Chemical Corporation (prior to the merger of
Great Lakes into Chemtura in 2005) from 2002 to 2005 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 Managing Director and
head of its southwest practice.  Mr. Crownover serves as a director of
Weingarten Realty Investors, Republic Services, Inc. and FTI Consulting,
Inc.  Mr. Crownover also serves as Chairman of the Board of Trustees
of Rice University and a director of the Houston Grand Opera.





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





Stephen C. Forsyth, 54, has
served as a director since March 2009 and as Executive Vice President and Chief
Financial Officer since April 2007.  Mr. Forsyth was also 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.





Martin M. Hale, 68, served as
a director of Great Lakes Chemical Corporation (prior to the merger of Great
Lakes into Chemtura in 2005) from 1978 to 2005 and 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 at Hellman Jordan Management
Company, Inc., a registered investment advisor.





3




Bruce F. Wesson, 67, has
served as a director of Chemtura, or a predecessor company, since
1980.  Mr. Wesson is President of Galen Associates, a healthcare
venture firm, and a general partner of Galen Partners, L.P.  Prior to
1991, Mr. Wesson was Senior Vice President and Managing Director of Smith
Barney, Harris Upham & Co. Incorporated, an investment banking
firm.  Mr. Wesson is a director of Acura Pharmaceuticals, Inc. and
Derma Sciences, Inc. and Vice Chairman of MedAssets Inc.





Executive
Officers





Our
executive officers, listed below, are elected by the board of directors
annually, and each serves until his or her successor is elected and
qualified:





Executive Officers
            
            PositionCraig
      A. Rogerson
            
            President
      and Chief Executive OfficerDavid
      G. Dickey
            
            Executive
      Vice President and Group President—Performance ProductsBillie
      S. Flaherty
            
            Senior
      Vice President, General Counsel and SecretaryStephen
      C. Forsyth
            
            Executive
      Vice President and Chief Financial OfficerKevin
      V. Mahoney
            
            Senior
      Vice President and Corporate ControllerAlan
      M. Swiech
            
            Senior
      Vice President—Human ResourcesCarol
      V. Anderson
            
            Vice
      President and TreasurerRaymond
      E. Dombrowski
            
            Chief
      Restructuring Officer





David G. Dickey,40, has
served as Executive Vice President and Group President of Performance Products
since January 2009 and previously served as Chief Functional and Services
Officer from December 2007 to December 2008.  Mr. Dickey joined
Chemtura in March 2006 as Vice President, Global Supply Chain,
Non-Manufacturing.  Prior to joining Chemtura, Mr. Dickey served as a
General Manager at Carrier Corporation, a division of United Technologies
Corporation.





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 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, 54,
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, creditor groups and other interested
parties.  Mr. Dombrowski is a managing director with Alvarez &
Marsal North America, LLC with more than 15 years of financial restructuring
experience.





Information
Regarding the Board of Directors and Committees Thereof





The
business and affairs of the Company 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 shareholders.  Our board of directors has adopted
the independence standard under the New York Stock Exchange (“NYSE”) as its
standard of independence for directors.  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, Mr. Forsyth, our Executive Vice President and Chief Financial
Officer and Ms. Flaherty, our Senior Vice President, General Counsel and
Secretary, 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, Messrs. Rogerson and Forsyth and Ms. Flaherty are not
independent since they are employed by Chemtura.





4




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 and Ms. Flaherty are serving on the board of directors until the earlier
of the next meeting of shareholders or the appointment of additional independent
directors while also meeting the requirement of our By-Laws that there be a
minimum of eight directors serving on the board.





The board
of directors held five regular meetings and five special meetings during our
2008 fiscal year.  All directors attended at least 75% of the total
number of meetings held by the board of directors and by the committees of the
board of directors on which they served.  It is our policy that all
directors are expected to attend our annual meeting of
shareholders.  All directors except one attended our annual meeting of
shareholders held on May 14, 2008.





On May
13, 2008, the board appointed Roger L. Headrick co-lead director, and on March
5, 2009, the board appointed Roger L. Headrick as lead director.  Our
board of directors convenes executive sessions at each regular meeting and from
time to time at special meetings during which only independent directors are
present.  Mr. Headrick presides at the board’s executive
sessions.





It is the
board’s policy that directors retire at the age of 72.  On December 8,
2008, the board determined that it is in the best interest of the Company for
Mr. Headrick to continue to serve on the board and waived the mandatory
retirement of Mr. Headrick for calendar year 2009.





The board
of directors has established four standing committees to assist it in the
discharge 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
                                & SafetyNigel D. T. Andrews
                              
                              X
                              
                              ▲
                              
                              XJames
      W. Crownover
                              
                              
                              
                              
                              
                              X
                              
                              ▲Martin
      M. Hale
                              
                              X
                              
                              X
                              
                              
                              
                              XRoger
      L. Headrick
                              
                              
                              
                              X
                              
                              ▲Bruce
      F. Wesson
                              
                              ▲
                              
                              
                              
                              
                              
                              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 auditor 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 auditor after
discussion with the board of directors; evaluates the independent auditor’s
qualifications, independence and performance; approves all audit and permitted
non-audit services provided by the independent auditor; and reviews and approves
the fees of the independent auditor.  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 2008.





5




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 named 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 CEO’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.  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 2008.  Our corporate governance principles were revised in
2008 and approved by the board on February 26, 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 compensation committee was at any time during 2008 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 2008.





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 and other material expenditures,
dividend policy, management of pension assets and risk management policy and
strategy.  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 2008.  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 and
environmental 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 2008.  The current members of the committee are listed
in the Committee Membership table above.





6




Shareholder
Recommendations of Director Nominees





The
organization, compensation and governance 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 valued 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.





The
committee uses the services of outside independent consultants to assist the
committee in identifying and evaluating potential nominees to the
board.  Director nominees recommended by our shareholders will receive
the same consideration as candidates recommended by the
committee.  Our Corporate Governance Principles 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.





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, 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.





7




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 of 1933, as amended, 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, 2008, as amended hereby.




Roger L.
Headrick, Chairman


Nigel D.
T. Andrews


James W.
Crownover





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.




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 named executive
officers and recommends to the committee for approval salary adjustments, annual
cash incentive compensation and equity compensation applying specific
performance metrics that have been previously approved by the committee for the
named 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
the named 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 goal
for executive compensation is to attract, motivate and retain highly qualified
executives focused on delivering superior performance that creates long-term
shareholder value.  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.  We have
designed our executive compensation programs to achieve the following
objectives:




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




Alignment:  Our
executive compensation programs are 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 rewards 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, further align the interests of our
named executive officers and shareholders in the creation of shareholder value
over the long-term.




8




Retention:   A
key to our future success is the ability to retain 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 are designed to offer market competitive compensation that will allow
us to attract and retain a talented executive management team capable of meeting
or exceeding our business objectives.




How
We Use Consultants




Since
2004, we have retained the services of Towers, Perrin, Foster & Crosby, Inc.
(“Towers Perrin”), an executive compensation consulting firm, to advise the
committee and the Company on executive compensation matters.  During
2008, Towers Perrin attended several committee meetings on matters related to
compensation for our named executive officers, including review and guidance on
compensation plan design, analysis of compensation of our named executive
officers and directors and market data on executive compensation.  No
member of the committee or any named executive officer has any affiliation with
Towers Perrin.  From time to time, we have retained the services of
outside law firms 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 comparator companies 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 2008, 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 Hay Group, Towers
Perrin and Mercer compensation surveys.  Data from the Hay Group was
chemical industry specific within the United States.  Towers Perrin
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.




We also
identified a peer group of companies that compete with us in the chemical
industry.  The companies in the peer group were identified based on
industry, revenues, number of employees and market capitalization and represent
our market for executive talent.  For 2008, the peer group that the
committee reviewed to ensure that our total compensation is within a reasonably
competitive range included:  Albemarle Corp., Cabot Corp., Cytec
Industries Inc., Eastman Chemical Co., FMC Corp., Lyondell Chemical Company,
Lubrizol Corp., PPG Industries Inc., Praxair Inc. and Rohm & Haas
Co.  The committee reviews the companies that comprise the peer group
each year to ensure that the peer group remains appropriate.




The
committee reviews the compensation practices of the companies in these studies
to design compensation arrangements 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.




Four
Components of Compensation




Our focus
as a company is to deliver profitable earnings growth and long-term value for
our shareholders.  To that end, we believe that a balanced offering of
competitive base salary, annual performance-based incentives and long-term
incentives that incorporate a mix of performance goals and retention value
present an overall compensation package that is both attractive to executives
and aligned with the best interests of our shareholders.  Our
executive officers are also eligible for discretionary cash bonuses outside of
the standard annual compensation opportunity.




9


The
committee makes compensation decisions after reviewing the compensation data
described above, the performance of the Company and evaluating an executive’s
performance during the year against pre-established goals, leadership qualities,
operational performance and individual performance.  To achieve the
compensation objectives described above, the compensation programs for named
executive officers comprise the following four 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 Management Incentive Program designed to reward attainment of
annual business goals with target award opportunities generally expressed as a
percentage of base salary.




Long-Term Equity Incentive
Compensation:  awards of stock options and restricted stock
units under our equity incentive plans designed to motivate long-term
performance and align the executive’s interests with those of our
shareholders.




Discretionary Cash
Bonus:  designed to recognize exceptional individual
achievement and contributions not fully captured in other award
opportunities.




We
utilize the particular elements of compensation described above because we
believe they provide a well-proportioned mix of short- and long-term focus;
financial, stock price and strategic performance focus; and fixed and variable
compensation to help us achieve our compensation alignment, pay-for-performance
and retention objectives.  Annual and long-term incentive compensation
is based on quantitative measures of Company performance, business unit or
function performance, and/or individual performance.  Performance is
measured by assessing achievement of pre-determined goals and objectives
established at the beginning of each measurement period which, in certain
circumstances, may be adjusted further based on the named executive officer’s
individual contribution during the measurement period.  Base salaries
for the named executive officers comprise between 50-62% of total annual cash
compensation, and annual cash incentive compensation comprise between
50-38% of total annual cash compensation.




The mix
of compensation is weighted more toward at-risk pay (annual and long-term
incentives) for the more senior executives.  We believe that
maintaining this pay mix reinforces the pay-for-performance orientation
of  our executive compensation programs.  The mix between
annual and long-term incentive compensation, as well as between cash and equity,
is determined based on competitive practice and our desire to focus first on
maximizing long-term Company performance and shareholder value and second on
annual Company performance. We believe that long-term incentives and in
particular equity compensation provide a very important motivational and
retentive component to the compensation structure of our
executives.




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




·
            Market
      data provided by the analyses described
above.


10




In 2008,
the committee approved the following base salary increases:  Mr.
Forsyth received a $25,000 market adjustment increase effective January 1,
2008.  Mr. Dickey received a $155,000 promotional increase effective
January 1, 2008.  This increase was related to the creation of the
Office of the Chairman and Mr. Dickey’s promotion to Chief Functional and
Services Officer responsible for logistics and customer care, strategic
manufacturing, human resources, legal and procurement.  Mr. Wedinger
received a $135,000 promotional increase effective January 1,
2008.  This increase was related to the creation of the Office of the
Chairman and Mr. Wedinger’s promotion from President—Performance Specialties to
Chief Business Officer responsible for Chemtura’s four businesses—Polymer
Additives, Performance Specialties, Crop and Consumer Products.  Mr.
McDaniel received a $10,000 merit increase effective March 23,
2008.  Mr. Wood, who resigned as Chairman, President and Chief
Executive Officer on December 8, 2008, was not awarded a salary increase in
2008.  Mr. Rogerson was hired as Chairman, President and Chief
Executive Officer on December 9, 2008 at an annual base salary of
$1,000,000.




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
2008 MIP 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 performance goals, subject to the
committee's approval.  MIP awards are intended to qualify as
“performance-based compensation” within the meaning of Internal Revenue Code
Section 162(m). Each MIP participant was assigned an incentive opportunity
expressed as a percentage of base pay as of April 1, 2008.  The 2008
MIP target incentive opportunities established by the committee for our named
executive officers were:  Mr. Wood 100%; Mr. Forsyth 70%; Mr. Dickey
70%; Mr. Wedinger 70%; and Mr. McDaniel 60%.  Mr. Rogerson, who joined
the Company as our Chairman, CEO and President on December 9, 2008, was not
eligible to receive an award under the 2008 MIP.




For 2008,
cash awards under the MIP were based on the achievement of EBITDA and Free Cash
Flow performance goals.  EBITDA is defined as operating income plus
depreciation and amortization.  Free Cash Flow is defined as operating
income plus depreciation and amortization, less capital spending plus or minus
the change in accounts receivable and inventory.  EBITDA and operating
income are adjusted to exclude certain charges or benefits to earnings
including, but not limited to, costs associated with facility closures,
severance and related costs, costs related to historical anti-trust matters,
merger integration costs, accelerated recognition of asset retirement
obligations, costs associated with change in useful life of assets, gain or loss
on the sale of businesses and charges related to the extinguishment of
debt.




The
committee approved  threshold, target and maximum EBITDA and Free Cash
Flow performance goals as shown in the table below.  There would be no
payout under the 2008 MIP for EBITDA or Free Cash Flow unless threshold
performance under the applicable performance metric was
achieved.  Once performance above the minimum threshold level is met
for any performance goal, the MIP is funded from 1% to 200% on a straight-line
basis, depending on the level of achievement of the performance goal. The
following table sets forth the threshold, target and maximum levels for EBITDA
and Free Cash Flow applicable to the 2008 MIP awards for Messrs. Wood, Forsyth,
Dickey and Wedinger as approved by the committee:




Performance Metric
                      
                      Threshold
                        (in millions)
                      
                      
                      Target
                        (in millions)
                      
                      
                      Maximum
                        (in millions)EBITDA
                      
                      $
                      435
                      
                      
                      $
                      530
                      
                      
                      $
                      562Free
      Cash
      Flow
                      
                      
                      328
                      
                      
                      
                      400
                      
                      
                      
                      439




The MIP
award is calculated by multiplying the target bonus percentage by the results
achieved for the applicable performance measure.  The committee has
the discretion to increase or decrease payouts under this annual plan based on
organizational factors and individual performance subject to the requirements of
Section 162(m) of the Internal Revenue Code.  For 2008, MIP awards for
Messrs. Wood, Forsyth, Dickey and Wedinger were based on the following two
quantitative performance measures:




11




·
            75%
      funding based on 2008 EBITDA; and




·
            25%
      funding based on 2008 Free Cash
Flow





In 2008,
the Company did not achieve the threshold targets for EBITDA and Free Cash
Flow.  Therefore, the committee determined that no MIP awards would be
made to Messrs. Wood, Forsyth, Dickey or Wedinger.




The MIP
award for Mr. McDaniel, President, Crop Protection, was based on a combination
of business unit and Company performance measures and individual performance
objectives.  The individual performance objectives were tied to the
achievement of the business unit performance measures.  The Crop
Protection EBITDA and Free Cash Flow performance measures are based on Crop
Protection’s operating budget.  The committee used a combination of
Company, business unit and individual performance objectives to drive business
unit and Company performance.  Mr. McDaniel’s performance objectives
were as follows:




·
            40%
      funding based on 2008 Crop Protection
EBITDA;




·
            25%
      funding based on 2008 Crop Protection Free Cash
  Flow;




·
            10%
      funding based on 2008 Company EBITDA;
and




·
            25%
      funding based on 2008 Individual Performance
  Objectives.




The
following table sets forth the threshold, target and maximum performance goals
for EBITDA and Free Cash Flow applicable to Mr. McDaniel:




Performance Metric
                      
                      Threshold
                        (in millions)
                      
                      
                      Target
                        (inmillions)
                      
                      
                      Maximum
                        (in millions)Crop
      Protection EBITDA
                      
                      $
                      66
                      
                      
                      $
                      77
                      
                      
                      $
                      84Crop
      Protection Free Cash Flow
                      
                      
                      57
                      
                      
                      
                      67
                      
                      
                      
                      74Chemtura
      Corporation EBITDA
                      
                      
                      435
                      
                      
                      
                      530
                      
                      
                      
                      562




In 2008,
Crop Protection EBITDA was $85 million, exceeding the $84 million maximum
performance goal, and, therefore, was funded at 200%.  Crop Protection
Free Cash Flow and Company EBITDA were below the threshold level, and,
therefore, was not funded.  Funding for the individual performance
objectives was at 100% since Mr. McDaniel met or exceeded his individual
performance goals.  The committee approved a cash award of $252,000 to
Mr. McDaniel under the 2008 MIP.




Discretionary
Cash Bonus




There
were no discretionary cash bonuses awarded to named executive officers for
2008.




Long-Term
Equity Incentive Compensation




Our
long-term equity incentive compensation programs are 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, restricted stock
units (“RSUs”), performance stock and cash-based long-term incentives. In 2008,
the committee approved equity grants under the 2006 LTIP comprising stock
options and RSUs to executive officers and other employees.  The
allocation between stock options and RSUs was generally 2/3 stock options and
1/3 RSUs.




12




We have
increasingly weighted our equity awards towards RSUs with a performance
component because we believe it is 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.




Stock Options: In
2008, the committee granted stock options to the following named executive
officers:  Mr. Rogerson 300,000 options; Mr. Wood 375,000 options; Mr.
Forsyth 135,000 options; Mr. Dickey 135,000 options; Mr. Wedinger 135,000
options; and Mr. McDaniel 75,000 options.  The stock options vest over
a four year period from the date of grant in four equal
installments.  In the event of a change-in-control, 100% of the stock
options vest.




Performance-Based Restricted Stock
Units: In 2008, the committee granted performance-based RSUs
pursuant to the 2006 LTIP, as a Performance Award for the 2008-2010 Performance
Period (the “2008-2010 Program”), to the following named executive
officers:  Messrs. Wood, Forsyth, Dickey, Wedinger and
McDaniel.  The RSU awards to our named executive officers grant each
officer the right to receive a specified number of shares of our common stock at
no cost to the officer, if the terms of the grant are satisfied and the officer
is continuously employed through the vesting date.  The RSUs vest in
2011 upon the achievement of certain levels of cumulative, consolidated EBITDA
during the 3 year performance period and the results become final and confirmed
by senior management and the committee.  The number of shares to be
awarded is also determined based upon the achievement of certain levels of
EBITDA over the 3 year performance period from zero up to a maximum of 150% of
the target award.




EBITDA
for purposes of the 2008-2010 Program is defined as cumulative, consolidated
earnings before interest, taxes, depreciation and
amortization.  EBITDA is adjusted to exclude certain charges or
benefits to earnings including, but not limited to, costs associated with
facility closures, severance and related costs, costs related to historical
anti-trust matters, merger integration costs, accelerated recognition of asset
retirement obligations, costs associated with change in useful life of assets,
gain or loss on the sale of businesses and charges related to the extinguishment
of debt.




The
following table sets forth the percentage of RSUs vesting and the cumulative
EBITDA goals for the 2008-2010 Program:




Shares
                            Vesting
                          
                          Cumulative
                            EBITDA
                            (in millions)25%
                          
                          $
                          1,25050%
                          
                          
                          1,45075%
                          
                          
                          1,600100%
                          
                          
                          1,700150%
                          
                          
                          2,100




The
target RSU awards for the named executive officers under the 2008-2010 Program
are:  Mr. Wood 125,000; Mr. Forsyth 45,000; Mr. Dickey 45,000; Mr.
Wedinger 45,000; and Mr. McDaniel 25,000.  RSUs are eligible for
cumulative cash dividends upon vesting.  The committee may, in its
sole discretion, reduce the amount of the target RSU award to offset the impact
of extraordinary or non-recurring events during the performance
period.  In the event of a change-in-control during the performance
period, 100% of the RSUs vest at target, subject to a higher adjustment if the
committee determines that a higher percentage would have been earned due to
actual achievement of the performance goals.




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 9, 2009.  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
percent 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.


13




Perquisite
Allowance: During 2008, our named executive officers were
provided with a fixed perquisite allowance. The perquisite allowance is $75,000
for the CEO and $32,000 for each of the other named executive
officers.  Mr. Wood received a perquisite allowance of $72,116
representing the prorated amount from January 1, 2008 through December 8, 2008,
his date of resignation.  Mr. Rogerson received a perquisite allowance
of $4,039 representing the prorated amount from December 9, 2008, his date of
hire, through December 31, 2008.  The perquisite allowance replaced
our past practice of reimbursing named 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,
the committee has 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 expects 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 has not expired for any of our
named executive officers.  As of December 31, 2008, our named
executive officers have not yet achieved their equity ownership
targets.  There are no penalties for failing to achieve the equity
targets.  Given the decline in the closing price of our stock, the
committee expects to review the stock ownership guidelines once the Company
emerges from its Chapter 11 proceedings.




Severance
Arrangements




With the
exception of Mr. Wood, none of the named executive officers is 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, and other plans generally available to other
employees.   See discussion below of Potential Payments Upon Termination
or Change-In-Control.




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 qualified 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.  Stock options and RSUs granted in 2008 to our named
executive officers under the 2006 LTIP qualify as “performance-based
compensation” and, as such, are exempt from the limitation on
deductions.




14




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 SFAS 123(R).  For a discussion of the
assumptions and methodologies used to calculate the expense of equity awards,
see “Stock-Based Compensation”, Note 1 Summary of Significant Accounting
Policies and “Stock Incentive Plans”, Note 14 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 of severance or change-in-control payments.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.




Executive
Compensation Tables




Summary
Compensation Table




The
following table presents information as of December 31, 2008, 2007 and 2006
regarding compensation earned by or awarded to each of our named executive
officers for services rendered in 2008, 2007 and 2006.  These officers
consist of the Chief Executive Officer, the Chief Financial Officer and each of
the other most highly compensated executive officers as of December 31,
2008.




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
                                                    
                                                    2008
                                                    
                                                    
                                                    53,846
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    4,039
                                                    
                                                    
                                                    
                                                    57,885Chairman
      of the Board, President
                                                      and
      CEO (7)Robert
      L. Wood
                                                    
                                                    2008
                                                    
                                                    
                                                    961,539
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    (436,999
                                                    )
                                                    
                                                    
                                                    (478,356
                                                    )
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    4,175,022
                                                    
                                                    
                                                    
                                                    4,221,206Former
      Chairman of the Board,
                                                    
                                                    2007
                                                    
                                                    
                                                    1,000,000
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    1,369,263
                                                    
                                                    
                                                    
                                                    1,332,193
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    228,764
                                                    
                                                    
                                                    
                                                    3,930,220President
      and CEO
                                                    
                                                    2006
                                                    
                                                    
                                                    970,000
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    859,324
                                                    
                                                    
                                                    
                                                    1,915,812
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    41,109
                                                    
                                                    
                                                    
                                                    291,882
                                                    
                                                    
                                                    
                                                    4,078,127Stephen
      C. Forsyth
                                                    
                                                    2008
                                                    
                                                    
                                                    474,904
                                                    
                                                    
                                                    
                                                    50,000
                                                    
                                                    
                                                    
                                                    124,088
                                                    
                                                    
                                                    
                                                    416,844
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    85,472
                                                    
                                                    
                                                    
                                                    1,151,308Executive
      Vice President and Chief
                                                    
                                                    2007
                                                    
                                                    
                                                    302,884
                                                    
                                                    
                                                    
                                                    90,305
                                                    
                                                    
                                                    
                                                    289,538
                                                    
                                                    
                                                    
                                                    226,069
                                                    
                                                    
                                                    
                                                    109,695
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    48,797
                                                    
                                                    
                                                    
                                                    1,067,288Financial
      OfficerDavid
      G. Dickey
                                                    
                                                    2008
                                                    
                                                    
                                                    424,404
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    215,054
                                                    
                                                    
                                                    
                                                    231,720
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    87,888
                                                    
                                                    
                                                    
                                                    959,066Executive
      Vice President and Group
                                                    
                                                    2007
                                                    
                                                    
                                                    250,000
                                                    
                                                    
                                                    
                                                    141,875
                                                    
                                                    
                                                    
                                                    36,380
                                                    
                                                    
                                                    
                                                    48,459
                                                    
                                                    
                                                    
                                                    43,125
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    75,459
                                                    
                                                    
                                                    
                                                    595,298President—Performance
                                                    
                                                    2006
                                                    
                                                    
                                                    190,193
                                                    
                                                    
                                                    
                                                    50,000
                                                    
                                                    
                                                    
                                                    9,330
                                                    
                                                    
                                                    
                                                    40,382
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    104,716
                                                    
                                                    
                                                    
                                                    394,621ProductsRobert
      S. Wedinger
                                                    
                                                    2008
                                                    
                                                    
                                                    424,481
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    204,059
                                                    
                                                    
                                                    
                                                    225,135
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    80,172
                                                    
                                                    
                                                    
                                                    933,847Executive
      Vice President—
                                                    
                                                    2007
                                                    
                                                    
                                                    270,000
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    35,942
                                                    
                                                    
                                                    
                                                    53,419
                                                    
                                                    
                                                    
                                                    150,000
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    384,039
                                                    
                                                    
                                                    
                                                    893,400Strategic
      Initiatives  (8)
                                                    
                                                    2006
                                                    
                                                    
                                                    163,461
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    2,409
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    20,125
                                                    
                                                    
                                                    
                                                    185,995Gregory
      E. McDaniel
                                                    
                                                    2008
                                                    
                                                    
                                                    347,692
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    (52,331
                                                    )
                                                    
                                                    
                                                    198,371
                                                    
                                                    
                                                    
                                                    252,000
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    114,248
                                                    
                                                    
                                                    
                                                    859,980Group
      President, Crop Protection
                                                    
                                                    2007
                                                    
                                                    
                                                    330,000
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    116,986
                                                    
                                                    
                                                    
                                                    208,794
                                                    
                                                    
                                                    
                                                    384,000
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    119,506
                                                    
                                                    
                                                    
                                                    1,159,2862006
                                                    
                                                    
                                                    316,562
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    177,925
                                                    
                                                    
                                                    
                                                    265,237
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    (11,330
                                                    )
                                                    
                                                    
                                                    84,901
                                                    
                                                    
                                                    
                                                    833,295




___________________________________________________




(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. Wood, Forsyth, Dickey, Wedinger and McDaniel each
      participated in both the 401(k) Plan and the Supplemental Savings
      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.




15




(2)
            Amounts
      reported in this column are discretionary cash bonus payments that are not
      subject to pre-established performance measures.  In 2007, Mr.
      Forsyth was granted a signing bonus in the amount of $100,000 payable 50%
      after 30 days of employment (2007) and 50% on the first anniversary
      (2008).  In addition, Mr. Forsyth was awarded a discretionary
      cash bonus of $40,305.  In 2006, Mr. Dickey was granted a
      signing bonus in the amount of $100,000 payable 50% after 90 days of
      employment (2006) and 50% on the first anniversary (2007).  In
      addition, Mr. Dickey was awarded a discretionary cash bonus of $91,875 in
      2007.




(3)
            Amounts reported in the Stock
      Awards and Option Awards columns were calculated pursuant to SFAS 123(R)
      to reflect compensation expense recognized in 2008, 2007 and 2006 for
      stock options and RSUs granted in 2008, 2007 and 2006 and certain prior
      years.  Upon Mr. Wood’s resignation on December 8, 2008, 614,583
      stock options and 460,000 performance-based RSUs were
      cancelled.  For a discussion of the assumptions and
      methodologies used to calculate the amounts referred to above, see
      “Stock-Based Compensation”, Note 1 Summary of Significant Accounting
      Policies and “Stock Incentive Plans”, Note 14 to our Consolidated
      Financial Statements in the Original
  Filing.




(4)
            Amounts reported in this
      column are annual performance-based cash incentives under our Management
      Incentive Program (“MIP”) that are subject to pre-established performance
      measures (see discussion of Annual
      Performance-Based Cash Incentive
      Compensation in Compensation, Discussion & Analysis
      (“CD&A”)).  In 2008, the committee approved a cash award of
      $252,000 to Mr. McDaniel under the 2008 MIP.  No other named
      executive officer was awarded cash payments under the 2008 MIP because the
      Company did not achieve the minimum threshold level performance goals
      applicable to them under the 2008 MIP.  The amounts reported in
      this column for 2007 are cash incentive awards pursuant to the 2007
      MIP.  In 2006, the Company did not achieve the minimum threshold
      level performance goals required for funding of awards to the named
      executive officers under the 2006
MIP.




(5)
            Amounts reported in this
      column in 2006 comprised earnings to the Supplemental Savings Plan
      accounts of the named executive
officers.




(6)
            Mr.
      Wood resigned as Chairman, President and Chief Executive Officer of the
      Company on December 8, 2008.  The amount shown in this column
      for Mr. Wood includes amounts paid and due to Mr. Wood under a Separation
      Agreement and General Release, dated as of December 8, 2008 (the
      “Separation Agreement”).  See Current Report on Form 8-K dated
      December 16, 2008.  On January 15, 2009, the Company paid
      $1,000,000 in severance to Mr. Wood.  The remaining $3,000,000
      due to Mr. Wood under the Separation Agreement has not been
      paid.  On March 18, 2009, the Company filed for protection under
      Chapter 11 of the Bankruptcy Code.  The remaining severance
      payments due Mr. Wood under the terms of the Separation Agreement are
      liabilities subject to compromise in the Company’s Chapter 11
      proceedings.




(7)
              Mr. Rogerson was hired as
      Chairman, President and Chief Executive Officer on December 9,
      2008. The
      amounts reported as Base Salary and All Other Compensation reflect the
      amounts actually received in
2008.




(8)
            On
      July 1, 2009, Mr. Wedinger’s employment with the Company was
      terminated.


_______________________________________




All
Other Compensation Table




The
following table describes the perquisites and other compensation received by the
named executive officers during 2008.




Name of
                    Executive
                  
                  Company
                    Contribution
                    to Defined
                    Contribution
                    Plans ($)(1)
                  
                  
                  Perquisite
                    Allowance
                    ($)(2)
                  
                  
                  Personal
                    Umbrella
                    Insurance
                    ($)
                  
                  
                  Relocation
                    Allowance
                    ($)
                  
                  
                  Personal
                    Use of
                    Company
                    Plane
                    $(3)
                  
                  
                  Cash Dividends
                    Paid on RSUs at
                    Vesting ($)(4)
                  
                  
                  Severance
                    Agreement
                    ($)(5)
                  
                  
                  TotalC.
      A. Rogerson
                  
                  
                  0
                  
                  
                  
                  4,039
                  
                  
                  
                  0
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  4,039R.  L.
      Wood
                  
                  
                  88,615
                  
                  
                  
                  72,116
                  
                  
                  
                  1,716
                  
                  
                  0
                  
                  
                  
                  12,575
                  
                  
                  0
                  
                  
                  
                  4,000,000
                  
                  
                  
                  4,175,022S.  C.
      Forsyth
                  
                  
                  52,614
                  
                  
                  
                  32,000
                  
                  
                  
                  858
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  85,472D.
      G. Dickey
                  
                  
                  24,532
                  
                  
                  
                  32,000
                  
                  
                  
                  858
                  
                  
                  
                  27,998
                  
                  
                  
                  0
                  
                  
                  
                  2,500
                  
                  
                  
                  0
                  
                  
                  
                  87,888R.  S.
      Wedinger
                  
                  
                  44,814
                  
                  
                  
                  32,000
                  
                  
                  
                  858
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  2,500
                  
                  
                  
                  0
                  
                  
                  
                  80,172G.  E.
      McDaniel
                  
                  
                  75,880
                  
                  
                  
                  32,000
                  
                  
                  
                  858
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  5,510
                  
                  
                  
                  0
                  
                  
                  
                  114,248




16


______________________________




(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 Planin the Non-Qualified Deferred
      CompensationTable below.




(2)
            For
      2008, 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 is $75,000 for the CEO and $32,000 for
      each of the other named executive officers.  Mr. Rogerson’s
      perquisite allowance was prorated from December 9, 2008, his date of hire,
      through December 31, 2008.  Mr. Wood’s perquisite allowance was
      prorated from January 1, 2008 through December 8, 2008, his date of
      resignation.




(3)
            The
      amount reported in this column for Mr. Wood reflects 26 hours of personal
      usage of the Company aircraft.  Mr. Wood was entitled to 40
      hours usage under his employment contract.  No other named
      executive officers are entitled to personal usage of the Company
      aircraft.  The Company sold the aircraft in December
      2008.




(4)
            Cash
      dividends were earned and accrued on RSUs and paid upon vesting of the
      RSUs.




(5)
            Mr.
      Wood resigned on December 8, 2008.  The amount shown in this
      column represents amounts due and paid to Mr. Wood under a Separation
      Agreement.  See Current Report on Form 8-K dated December 16,
      2008.  On January 15, 2009, the Company paid $1,000,000 in
      severance to Mr. Wood.  The remaining $3,000,000 due to Mr. Wood
      under the Separation Agreement has not been paid.  On March 18,
      2009, the Company filed for protection under Chapter 11 of the U.S.
      Bankruptcy Code.  The remaining severance payments due Mr. Wood
      under the terms of the Separation Agreement are liabilities subject to
      compromise in the Company’s Chapter 11
  proceedings.


______________________________




Grants
of Plan-Based Awards




The
following table sets forth information regarding the performance-based cash
incentive compensation awards under the MIP for each named executive officer in
2008 and RSU and stock option awards for each named executive officer during
2008.




Estimated
      Future Payments Under
                                                  Non-Equity
      Incentive Plan Awards
                                                  (1)
                                                
                                                
                                                Estimated
      Future Payouts
                                                  Under
      Equity Incentive Plan
                                                  Awards
      (2)
                                                
                                                
                                                All
      Other
                                                  Stock
                                                  Awards:
                                                
                                                
                                                All
      Other
                                                  Option
                                                  Awards:
                                                
                                                
                                                ExerciseName
      of
                                                  Executive
                                                
                                                Grant
                                                  Date
                                                
                                                Threshold
                                                  ($)
                                                
                                                
                                                Target
                                                  ($)
                                                
                                                
                                                Maximum
                                                  ($)
                                                
                                                
                                                Threshold
                                                  ($)
                                                
                                                
                                                Target
                                                  ($)
                                                
                                                
                                                Maximum
                                                  ($)
                                                
                                                
                                                Number
      of
                                                  Shares
      of
                                                  Stock
      or
                                                  Units
                                                  (#)
                                                
                                                
                                                Number
      of
                                                  Securities
                                                  Underlying
                                                  Options
                                                  (#)
                                                
                                                
                                                or
                                                      Base
      Price
                                                    of
      Option
                                                  Awards
                                                  ($/Sh)(3)
                                                
                                                
                                                Closing
                                                      Market
                                                    Price
      on
                                                  Grant
      Date
                                                  ($/Sh)
                                                
                                                
                                                Full
                                                    Grant
      Date
                                                  Fair
      Value
                                                  ($)(4)C.
      A.Rogerson
                                                
                                                12/9/2008
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                0
                                                
                                                
                                                
                                                300,000
                                                
                                                
                                                
                                                1.50
                                                
                                                
                                                
                                                1.50
                                                
                                                
                                                
                                                207,750R.  L.
                                                
                                                
                                                
                                                
                                                10,000
                                                
                                                
                                                
                                                1,000,000
                                                
                                                
                                                
                                                2,000,000Wood
                                                
                                                2/28/2008
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                31,250
                                                
                                                
                                                
                                                125,000
                                                
                                                
                                                
                                                187,500
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                1,614,3752/28/2008
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                0
                                                
                                                
                                                
                                                375,000
                                                
                                                
                                                
                                                8.71
                                                
                                                
                                                
                                                8.71
                                                
                                                
                                                
                                                1,275,938S.
      C.
                                                
                                                
                                                
                                                
                                                3,325
                                                
                                                
                                                
                                                332,500
                                                
                                                
                                                
                                                665,000Forsyth
                                                
                                                2/28/2008
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                11,250
                                                
                                                
                                                
                                                45,000
                                                
                                                
                                                
                                                67,500
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                581,1752/28/2008
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                0
                                                
                                                
                                                
                                                135,000
                                                
                                                
                                                
                                                8.71
                                                
                                                
                                                
                                                8.71
                                                
                                                
                                                
                                                459,338D.
      G. Dickey
                                                
                                                
                                                
                                                
                                                2,975
                                                
                                                
                                                
                                                297,500
                                                
                                                
                                                
                                                595,0002/28/2008
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                11,250
                                                
                                                
                                                
                                                45,000
                                                
                                                
                                                
                                                67,500
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                581,1752/28/2008
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                0
                                                
                                                
                                                
                                                135,000
                                                
                                                
                                                
                                                8.71
                                                
                                                
                                                
                                                8.71
                                                
                                                
                                                
                                                459,338R.
      S.
                                                
                                                
                                                
                                                
                                                2,975
                                                
                                                
                                                
                                                297,500
                                                
                                                
                                                
                                                595,000Wedinger
                                                
                                                2/28/2008
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                11,250
                                                
                                                
                                                
                                                45,000
                                                
                                                
                                                
                                                67,500
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                581,1752/28/2008
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                0
                                                
                                                
                                                
                                                135,000
                                                
                                                
                                                
                                                8.71
                                                
                                                
                                                
                                                8.71
                                                
                                                
                                                
                                                459,338G.
      E. McDaniel
                                                
                                                
                                                
                                                
                                                2,100
                                                
                                                
                                                
                                                210,000
                                                
                                                
                                                
                                                420,0002/28/2008
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                6,250
                                                
                                                
                                                
                                                25,000
                                                
                                                
                                                
                                                37,500
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                322,8752/28/2008
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                0
                                                
                                                
                                                
                                                75,000
                                                
                                                
                                                
                                                8.71
                                                
                                                
                                                
                                                8.71
                                                
                                                
                                                
                                                255,188


______________________________




(1)
            Amounts
      reported in this column represent the threshold, target and maximum
      amounts payable under the 2008 MIP, as authorized by the 2005 Short-Term
      Incentive Plan (the “2005 STIP”).  For 2008, cash awards under
      the MIP for Messrs. Wood, Forsyth, Dickey and Wedinger were based upon the
      achievement of EBITDA and Free Cash Flow performance
      goals.  Once performance above the minimum threshold level is
      met for any performance goal, the MIP is funded from 1% to 200% on a
      straight-line basis, depending on the level of achievement of the
      performance goal.  Funding for the MIP was weighted 75% for the
      achievement of the EBITDA performance goal and 25% for the achievement of
      the Free Cash Flow performance goal.  Mr. Rogerson, who joined
      the Company on December 9, 2008, was not eligible to receive an award
      under the 2008 MIP.  The 2008 MIP award for Mr. McDaniel was
      based upon a combination of business unit and Company performance measures
      and individual performance objectives.  See discussion of Annual Performance-Based Cash
      Incentive Compensationin CD&A.




17




(2)
            Amounts reported in this
      column represent the number of shares that could be awarded under
      performance-based RSUs pursuant to the 2008-2010 Program as authorized by
      the 2006 LTIP.  The RSUs vest in 2011 upon the achievement of
      certain levels of cumulative, consolidated EBITDA during the 3 year
      performance period.  The number of shares to be awarded is also
      determined based on the achievement of certain levels of EBITDA over the 3
      year performance period up to a maximum of 150% of the target
      award.   See discussion of Long-Term Equity Incentive
      Compensationin CD&A.




(3)
            The
      stock options reported in this column were granted with an exercise price
      equal to the closing price on the date of
grant.




(4)
            Amounts
      reported in this column assume the achievement of the maximum performance
      goal and represent the grant date fair value as determined pursuant to
      SFAS 123(R).  For a discussion of the assumptions and
      methodologies used to calculate the amounts referred to above, see
      “Stock-Based Compensation”, Note 1 Summary of Significant Accounting
      Policies and “Stock Incentive Plans”, Note 14 to
      our Consolidated Financial Statements in the Original
    Filing.


______________________________




Outstanding
Equity Awards at Year-End




The
following table presents information regarding the outstanding equity awards
held by each of the named executive officers as of December 31,
2008.




Option Awards
                                                                    
                                                                    Stock
      AwardsName of
                                                                      Executive
                                                                    
                                                                    Option
                                                                      Grant Date
                                                                    
                                                                    Number of
                                                                      Securities
                                                                      Underlying
                                                                      Unexercised
                                                                      Options
                                                                      (# )
                                                                      Exercisable)
                                                                    
                                                                    
                                                                    Number of
                                                                      Securities
                                                                      Underlying
                                                                      Unexercised
                                                                      Options 
      (# )
                                                                      Unexercisable
                                                                    
                                                                    
                                                                    Option
                                                                      Exercise
                                                                      Price
      ($)
                                                                    
                                                                    Option
                                                                      Expiration
                                                                      Date
                                                                    
                                                                    Award
                                                                      Grant Date
                                                                    
                                                                    Number of
                                                                      Shares or
                                                                      Units of
                                                                      Stock That
                                                                      Have Not
                                                                      Vested (#)
                                                                    
                                                                    
                                                                    Market
                                                                      Value of
                                                                      Shares or
                                                                      Units of
                                                                      Stock
                                                                      That
                                                                      Have
                                                                      Not
                                                                      Vested
                                                                      ($)(2)
                                                                    
                                                                    
                                                                    Equity
                                                                      Incentive Plan
                                                                      Awards:
                                                                      Number of
                                                                      Unearned
                                                                      Shares, Units or
                                                                      Other Rights
                                                                      That Have Not
                                                                      Vested
                                                                      (#)
                                                                    
                                                                    
                                                                    Equity
                                                                      Incentive Plan
                                                                      Awards:
                                                                      Market or
                                                                      Payout Value of
                                                                      Unearned
                                                                      Shares Units or
                                                                      Other Rights
                                                                      That Have Not
                                                                      Vested
                                                                      ($)(2)C.
      A. Rogerson
                                                                    
                                                                    12/9/2008
                                                                    
                                                                    
                                                                    0
                                                                    
                                                                    
                                                                    
                                                                    300,000
                                                                    
                                                                    
                                                                    
                                                                    1.50
                                                                    
                                                                    12/9/2018R.
      L. Wood (1)
                                                                    
                                                                    1/20/2004
                                                                    
                                                                    
                                                                    500,000
                                                                    
                                                                    
                                                                    
                                                                    0
                                                                    
                                                                    
                                                                    
                                                                    7.64
                                                                    
                                                                    3/8/20092/23/2005
                                                                    
                                                                    
                                                                    300,000
                                                                    
                                                                    
                                                                    
                                                                    0
                                                                    
                                                                    
                                                                    
                                                                    12.92
                                                                    
                                                                    3/8/20093/6/2006
                                                                    
                                                                    
                                                                    220,000
                                                                    
                                                                    
                                                                    
                                                                    110,000
                                                                    
                                                                    
                                                                    
                                                                    10.75
                                                                    
                                                                    3/8/20093/6/2006
                                                                    
                                                                    
                                                                    146,667
                                                                    
                                                                    
                                                                    
                                                                    73,333
                                                                    
                                                                    
                                                                    
                                                                    10.75
                                                                    
                                                                    3/8/20092/16/2007
                                                                    
                                                                    
                                                                    18,750
                                                                    
                                                                    
                                                                    
                                                                    56,250
                                                                    
                                                                    
                                                                    
                                                                    12.06
                                                                    
                                                                    3/8/20092/28/2008
                                                                    
                                                                    
                                                                    0
                                                                    
                                                                    
                                                                    
                                                                    375,000
                                                                    
                                                                    
                                                                    
                                                                    8.71
                                                                    
                                                                    3/8/2009S.
      C. Forsyth
                                                                    
                                                                    4/30/2007
                                                                    
                                                                    
                                                                    33,750
                                                                    
                                                                    
                                                                    
                                                                    101,250
                                                                    
                                                                    
                                                                    
                                                                    11.03
                                                                    
                                                                    4/30/2017
                                                                    
                                                                    4/30/2007
                                                                    
                                                                    
                                                                    45,000
                                                                    
                                                                    
                                                                    
                                                                    63,000
                                                                    
                                                                    
                                                                    
                                                                    45,000
                                                                    
                                                                    
                                                                    
                                                                    63,0002/28/2008
                                                                    
                                                                    
                                                                    0
                                                                    
                                                                    
                                                                    
                                                                    135,000
                                                                    
                                                                    
                                                                    
                                                                    8.71
                                                                    
                                                                    2/28/2018
                                                                    
                                                                    2/28/2008
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    45,000
                                                                    
                                                                    
                                                                    
                                                                    63,000D.G.
      Dickey
                                                                    
                                                                    3/6/2006
                                                                    
                                                                    
                                                                    6,000
                                                                    
                                                                    
                                                                    
                                                                    3,000
                                                                    
                                                                    
                                                                    
                                                                    10.75
                                                                    
                                                                    3/6/2016
                                                                    
                                                                    3/6/2006
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    3,000
                                                                    
                                                                    
                                                                    
                                                                    4,2002/16/2007
                                                                    
                                                                    
                                                                    5,750
                                                                    
                                                                    
                                                                    
                                                                    17,250
                                                                    
                                                                    
                                                                    
                                                                    12.06
                                                                    
                                                                    2/16/2017
                                                                    
                                                                    2/16/2007
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    7,100
                                                                    
                                                                    
                                                                    
                                                                    9,94012/17/2007
                                                                    
                                                                    
                                                                    33,333
                                                                    
                                                                    
                                                                    
                                                                    4
      6,6662/28/2008
                                                                    
                                                                    
                                                                    0
                                                                    
                                                                    
                                                                    
                                                                    135,000
                                                                    
                                                                    
                                                                    
                                                                    8.71
                                                                    
                                                                    2/28/2018
                                                                    
                                                                    2/28/2008
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    45,000
                                                                    
                                                                    
                                                                    
                                                                    63,000R.
      S. Wedinger
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    5/8/2006
                                                                    
                                                                    
                                                                    1,000
                                                                    
                                                                    
                                                                    
                                                                    1,4002/16/2007
                                                                    
                                                                    
                                                                    5,750
                                                                    
                                                                    
                                                                    
                                                                    17,250
                                                                    
                                                                    
                                                                    
                                                                    12.06
                                                                    
                                                                    2/16/2017
                                                                    
                                                                    2/16/2007
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    7,100
                                                                    
                                                                    
                                                                    
                                                                    9,94012/17/2007
                                                                    
                                                                    
                                                                    33,333
                                                                    
                                                                    
                                                                    
                                                                    46,6662/28/2008
                                                                    
                                                                    
                                                                    0
                                                                    
                                                                    
                                                                    
                                                                    135,000
                                                                    
                                                                    
                                                                    
                                                                    8.71
                                                                    
                                                                    2/28/2018
                                                                    
                                                                    2/28/2008
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    45,000
                                                                    
                                                                    
                                                                    
                                                                    63,000G.
      E. McDaniel
                                                                    
                                                                    11/23/2004
                                                                    
                                                                    
                                                                    35,000
                                                                    
                                                                    
                                                                    
                                                                    0
                                                                    
                                                                    
                                                                    
                                                                    11.24
                                                                    
                                                                    12/22/2014
                                                                    
                                                                    11/23/2004
                                                                    
                                                                    
                                                                    5,000
                                                                    
                                                                    
                                                                    
                                                                    7,0002/23/2005
                                                                    
                                                                    
                                                                    34,000
                                                                    
                                                                    
                                                                    
                                                                    0
                                                                    
                                                                    
                                                                    
                                                                    12.92
                                                                    
                                                                    3/22/20151/31/2006
                                                                    
                                                                    
                                                                    17,600
                                                                    
                                                                    
                                                                    
                                                                    8,800
                                                                    
                                                                    
                                                                    
                                                                    12.46
                                                                    
                                                                    2/29/20163/6/2006
                                                                    
                                                                    
                                                                    16,667
                                                                    
                                                                    
                                                                    
                                                                    8,333
                                                                    
                                                                    
                                                                    
                                                                    10.75
                                                                    
                                                                    4/5/2016
                                                                    
                                                                    3/6/2006
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    8,300
                                                                    
                                                                    
                                                                    
                                                                    11,6202/16/2007
                                                                    
                                                                    
                                                                    7,875
                                                                    
                                                                    
                                                                    
                                                                    23,625
                                                                    
                                                                    
                                                                    
                                                                    12.06
                                                                    
                                                                    2/16/2017
                                                                    
                                                                    2/16/2007
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    10,500
                                                                    
                                                                    
                                                                    
                                                                    14,7002/28/2008
                                                                    
                                                                    
                                                                    0
                                                                    
                                                                    
                                                                    
                                                                    75,000
                                                                    
                                                                    
                                                                    
                                                                    8.71
                                                                    
                                                                    2/28/2018
                                                                    
                                                                    2/28/2008
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    25,000
                                                                    
                                                                    
                                                                    
                                                                    35,000


_______________________________




18




(1)
            Mr.
      Wood’s outstanding RSUs lapsed on December 8, 2008, the date he
      resigned.  Mr. Wood’s unvested stock options lapsed on December
      8, 2008 and his vested stock options expired unexercised on March 8,
      2009.




(2)
            The
      amounts reported in this column are based upon the closing price of
      Chemtura stock at December 31,
2008.




(3)
            Option
      Awards Vesting Schedule




Grant
      Date
                        
                        Vesting
      Schedule1/20/2004
                        
                        1⁄2
      each year, beginning with the first anniversary11/23/2004
                        
                        1/3 each
      year, beginning with the first anniversary2/23/2005
                        
                        1/3 each
      year, beginning with the first anniversary1/31/2006
                        
                        1/3 each
      year, beginning with the first anniversary3/6/2006
                        
                        1/3 each
      year, beginning with the first anniversary2/16/2007
                        
                        1⁄4
      each year, beginning with the first anniversary4/30/2007
                        
                        1/3 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
      Schedule11/23/2004
                    
                    1⁄2
      fourth anniversary; and 1/2
      fifth anniversary3/6/2006
                    
                    Per
      terms of 2006-2008 LTIP2/16/2007
                    
                    Per
      terms of 2007-2009 LTIP4/30/2007
                    
                    All
      on second anniversary4/30/2007
                    
                    Per
      terms of 2007-2009 LTIP5/8/2007
                    
                    All
      on third anniversary12/17/2007
                    
                    1/3 each
      year, beginning with the first anniversary2/28/2008
                    
                    Per
      terms of 2008-2010
LTIP


______________________________




Option
Exercises and Stock Vested




The
following table presents information regarding the exercise of stock options by
named executive officers during 2008 and the vesting of RSUs held by named
executive officers during 2008.




Option Awards
                          
                          
                          Stock AwardsName of Executive
                          
                          Number of
                            Shares Acquired
                            on Exercise
      (#)
                          
                          
                          Value Realized
                            on Exercise
      ($)
                          
                          
                          Number of
                            Shares Acquired
                            on Vesting
      (#)
                          
                          
                          Value Realized
                            on Vesting
      ($)C.
      A. Rogerson
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0R.
      L. Wood
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0S.
      C. Forsyth
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0D.
      G. Dickey  (1)
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          16,667
                          
                          
                          
                          24,834R.
      S. Wedinger  (2)
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          16,667
                          
                          
                          
                          24,834G.
      E. McDaniel  (3)
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          9,400
                          
                          
                          
                          40,451


______________________________




(1)
            Mr. Dickey was awarded 50,000
      time-based RSUs on December 17, 2007 vesting in three equal installments
      over three years on the anniversary of the grant date.  On
      December 17, 2008, 16,667 time-based RSUs vested and were valued at $1.34
      (the fair market value calculated as the average of the high and low
      trading price of a share of common stock on that date).  In
      addition, these RSUs earned $2,500 in cash dividends.  This
      amount is included in the Value Realized on Vesting column in the table
      above.


19




(2)
            Mr.
      Wedinger was awarded 50,000 time-based RSUs on December 17, 2007 vesting
      in three equal installments over three years on the anniversary of the
      grant date.  On December 17, 2008, 16,667 time-based RSUs vested
      and were valued at $1.34 (the fair market value calculated as the average
      of the high and low trading price of a share of common stock on that
      date).  In addition, these RSUs earned $2,500 in cash
      dividends.  This amount is included in the Value Realized on
      Vesting column in the table above.




(3)
            Mr.
      McDaniel was awarded 8,800 time-based RSUs on January 31, 2006 vesting in
      two equal installments over two years on the anniversary of the grant
      date.  On January 31, 2008, 4,400 time-based RSUs vested and
      were valued at $6.52 (the fair market value calculated as the average of
      the high and low trading price of a share of common stock on that
      date).  On November 23, 2004, Mr. McDaniel was awarded 10,000
      time-based RSUs, 50% vesting on November 23, 2008 and 50% vesting on
      November 23, 2009.  On November 23, 2008, 5,000 time-based RSUs
      vested and were valued at $1.26 per share (the fair market value
      calculated as the average of the high and low trading price of a share of
      common stock on November 21, 2008, the prior business date).  In
      addition, these RSUs earned $5,510 in cash dividends.  This
      amount is included in the Value Realized on Vesting column in the table
      above.









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.





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
                  
                  2008
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0R.
      L. Wood
                  
                  2008
                  
                  
                  68,515
                  
                  
                  
                  68,430
                  
                  
                  
                  (457,093)
                  
                  
                  
                  0
                  
                  
                  
                  597,2652007
                  
                  
                  54,500
                  
                  
                  
                  69,750
                  
                  
                  
                  43,868
                  
                  
                  
                  0
                  
                  
                  
                  917,412S.
      C. Forsyth
                  
                  2008
                  
                  
                  42,960
                  
                  
                  
                  36,414
                  
                  
                  
                  (39,362)
                  
                  
                  
                  0
                  
                  
                  
                  89,4782007
                  
                  
                  30,288
                  
                  
                  
                  20,509
                  
                  
                  
                  (1,330)
                  
                  
                  
                  0
                  
                  
                  
                  49,294D.
      G. Dickey
                  
                  2008
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  02007
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0R.
      S. Wedinger
                  
                  2008
                  
                  
                  13,779
                  
                  
                  
                  24,114
                  
                  
                  
                  272
                  
                  
                  
                  0
                  
                  
                  
                  38,1652007
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0G.
      E. McDaniel
                  
                  2008
                  
                  
                  82,710
                  
                  
                  
                  50,435
                  
                  
                  
                  (195,550)
                  
                  
                  
                  0
                  
                  
                  
                  63,2522007
                  
                  
                  24,642
                  
                  
                  
                  14,495
                  
                  
                  
                  (23,544)
                  
                  
                  
                  0
                  
                  
                  
                  125,657








(1)
            Amounts
      reported in this column are elective deferrals of 2008 and 2007 eligible
      compensation made to the Supplemental Savings Plan during 2008 and
      2007.  This deferred compensation also is included in the amount
      reported in the Summary
      Compensation Table above as Base Salary for 2008 and
      2007.




(2)
            Amounts
      reported in this column are Company contributions made to the Supplemental
      Savings Plan in 2008 and 2007.  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.




(3)
            Balances
      reported in this column are the total of (i) all compensation that the
      named executive officers earned in past years (not just in 2008) 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 amounts paid in 2008 or
2007.




20




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, 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% fixed contribution.




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
investment earnings on these amounts, are paid out to the employee. Payout may
be subject to a six month waiting period in compliance 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 the board of directors determines that a change-in-control of the Company
has occurred (as defined in the Supplemental Savings Plan), accelerated payout
of deferral balances may occur for all participants in the plan.




Potential
Payments Upon Termination or Change-in-Control




With the
exception of Mr. Wood, 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, 2008 in the event of
termination of the executive’s employment or change-in-control.




Separation Agreement with Robert L.
Wood.  Chemtura entered into a Separation Agreement and General
Release (“Separation Agreement”) with Mr. Wood on December 8,
2008.  The Separation Agreement provides for severance payments in the
gross amount of $4,000,000, payable $1,000,000 on January 15, 2009, $1,000,000
on March 13, 2009 and $2,000,000 on June 15, 2009, and medical, dental and
vision benefits for Mr. Wood and his dependents for up to two
years.  Mr. Wood’s participation in the Company’s 401(k) Plan and
Supplemental Savings Plan was terminated as of December 8, 2008.  Mr.
Wood’s unvested RSUs and stock options lapsed on December 8, 2008 and his vested
stock options expired unexercised on March 8, 2009.  Mr. Wood was paid
$1,000,000 in severance on or about January 15, 2009.  The severance
payments and other benefits paid to Mr. Wood was in consideration for a general
release of claims in favor of the Company.  On March 18, 2008,
Chemtura filed a voluntary petition for protection under Chapter 11 of the U.S.
Bankruptcy Code.  The unpaid severance payments and other benefits due
Mr. Wood under the terms of the Separation Agreement are liabilities subject to
compromise in the Company’s Chapter 11 proceedings.


21




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 prior to a change-in-control:  severance
equal to one-year base salary and continuation of medical, dental and vision
benefits (“welfare benefits”)for one
year.  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.  The 2005 STIP provides that
participants in the 2008 MIP may receive prorated cash incentive awards in the
event of an involuntary termination prior to the end of the performance
period.




In the
event of an involuntary termination within 24 months following a
change-in-control, the CEO would receive a lump sum severance payment equal to
three times 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 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 calculated at
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), welfare benefits up to
three years and two years, respectively, 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 certain excise taxes.  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 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 voluntary termination or
termination for cause.




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 options for individuals meeting the
      requirements for early retirement (age 55 plus a minimum of 5 years of
      service) 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 termination. Vested awards may be exercised for
      90 days from termination date. Vested options for individuals meeting the
      requirements for early retirement (age 55 plus a minimum of 5 years of
      service) may be exercised until the earlier of five years following
      termination of employment or 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 options for individuals meeting the
      requirements for early retirement (age 55 plus a minimum of 5 years of
      service) 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.


22




Involuntary
Termination of Named Executive Officer




The
following table sets forth the estimated compensation and benefits payable to
our named executive officers (other than Mr. Wood) upon involuntary termination
as of December 31, 2008.





Name
      of
                    Executive
                  
                  Cash
                    ($)(1)
                  
                  
                  Prorated
                    Bonus
                    ($)(2)
                  
                  
                  Accelerated
                    Vesting
      of Stock
                    Options
                    ($)(3)
                  
                  
                  Accelerated
                    Vesting
      RSUs
                    ($)(3)
                  
                  
                  Welfare
                    Benefits
                    ($)(4)
                  
                  
                  Excise
                    Tax
                    Gross
      Up
                    ($)
                  
                  
                  Outplacement
                    ($)
                  
                  
                  Total
                    ($)C.
      A. Rogerson
                  
                  
                  1,000,000
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  9,711
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  1,009,711S.
      C. Forsyth
                  
                  
                  475,000
                  
                  
                  
                  332,500
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  9,711
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  817,211D.
      G. Dickey
                  
                  
                  425,000
                  
                  
                  
                  297,500
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  722,500R.
      S. Wedinger(5)
                  
                  
                  425,000
                  
                  
                  
                  297,500
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  9,711
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  732,211G.
      E. McDaniel
                  
                  
                  350,000
                  
                  
                  
                  210,000
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  6,474
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  566,474









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




(2)
            The
      2005 STIP provides that participants in the 2008 MIP may receive prorated
      cash incentive awards in the event of involuntary termination prior to the
      end of the performance period.  The amounts reported in this
      column are target amounts under the 2008 MIP assuming a full year of
      service and involuntary termination of employment on the last day of the
      fiscal year.  Mr. Rogerson was hired on December 9, 2008 and was
      not eligible to receive awards under the 2008 MIP.  Therefore,
      the amount reported for Mr. Rogerson is
zero.




(3)
            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, vested stock options are exercisable until the earlier
      of 5 years following involuntary termination or the expiration date of the
      stock option.




(4)
            The
      amounts reported in this column comprise the continuation of welfare
      benefits for one year.  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.




(5)
            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 and
      General Release, dated as of July 1, 2009 (“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 until the earlier of June
      30, 2010 or the date on which Mr. Wedinger and his dependents are eligible
      for and have elected to participate in 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.







23




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. Wood) upon death or the executive’s inability
to perform his or her duties as of December 31, 2008.





Name of
                    Executive
                  
                  Cash
                    ($)
                  
                  
                  Prorated
                    Bonus
                    ($)(1)
                  
                  
                  Accelerated
                    Vesting of
                    Stock
                    Options
                    ($)(2)
                  
                  
                  Accelerated
                    Vesting of RSUs
                    ($)(2)
                  
                  
                  Welfare
                    Benefits
                    ($)(3)
                  
                  
                  Excise Tax
                    Gross Up
                    ($)
                  
                  
                  Outplacement
                    ($)
                  
                  
                  Total
                    ($)C.
      A. Rogerson
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0S.
      C. Forsyth
                  
                  
                  0
                  
                  
                  
                  332,500
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  22,548
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  355,048D.
      G. Dickey
                  
                  
                  0
                  
                  
                  
                  297,500
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  12,136
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  309,636R.
      S. Wedinger
                  
                  
                  0
                  
                  
                  
                  297,500
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  22,960
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  320,460G.
      E. McDaniel
                  
                  
                  0
                  
                  
                  
                  210,000
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  210,000









(1)
            The
      2005 STIP provides that participants in the 2008 MIP may receive prorated
      cash incentive awards in the event of inability to perform duties or death
      prior to the end of the performance period.  The amounts
      reported in this column are target amounts under the 2008 MIP assuming a
      full year of service and inability to perform duties or death on the last
      day of the fiscal year.  Mr. Rogerson was hired on December 9,
      2008 and was not eligible to receive an award under the 2008
      MIP.  Therefore, the amount reported for Mr. Rogerson is
      zero.




(2)
            Unvested
      stock options and RSUs are cancelled upon inability to perform duties or
      death.  Upon death of the named executive officer, vested stock
      options are exercisable until the earlier of two years from death or the
      expiration date of the stock option grant.  Upon inability to
      perform duties, vested stock options are exercisable for 90 days, and for
      employees age 55 with 5 years of service, vested stock options are
      exercisable until the earlier of 5 years or the expiration date of the
      stock option.




(3)
            The
      amounts reported in this column comprise the accelerated vesting of
      unvested Company contributions to the 401(k) Plan and Supplemental Savings
      Plan upon inability to perform duties or death.  Mr. McDaniel is
      fully vested.  Therefore, the amount shown for Mr. McDaniel is
      zero.  Mr. Rogerson, who joined the Company on December 9, 2008,
      was not eligible to participate in the 401(k) Plan and Supplemental
      Savings Plan.  Therefore, the amount reported for Mr. Rogerson
      is zero.









Change-in-Control
of the Company




The
following table sets forth the compensation and benefits payable to our named
executive officers (other than Mr. Wood) assuming a change-in-control and
 an involuntary termination on December 31, 2008.





Name
      of
                  Executive
                
                Cash
                  ($)(1)
                
                
                Prorated
                  Bonus
                  ($)(2)
                
                
                Accelerated
                  Vesting
      of
                  Stock
                  Options
                  ($)(3)
                
                
                Accelerated
                  Vesting
      of
                  RSUs
                  ($)(3)
                
                
                Welfare
                  Benefits
                  ($)(4)
                
                Excise
                  Tax
                  Gross
                  Up
                  ($)
                
                Outplacement
                  ($)
                
                
                Total
                  ($)C.
      A. Rogerson
                
                
                3,000,000
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                56,525
                
                0
                
                
                25,000
                
                
                
                3,081,525S.
      C. Forsyth
                
                
                1,161,291
                
                
                
                109,695
                
                
                
                0
                
                
                
                189,000
                
                
                
                57,747
                
                0
                
                
                20,000
                
                
                
                1,537,733D.
      G. Dickey
                
                
                893,125
                
                
                
                21,563
                
                
                
                0
                
                
                
                123,806
                
                
                
                27,136
                
                0
                
                
                20,000
                
                
                
                1,085,631R.
      S. Wedinger
                
                
                935,336
                
                
                
                75,000
                
                
                
                0
                
                
                
                121,006
                
                
                
                58,159
                
                0
                
                
                20,000
                
                
                
                1,209,501G.
      E. McDaniel
                
                
                1,010,211
                
                
                
                166,150
                
                
                
                0
                
                
                
                68,320
                
                
                
                28,466
                
                0
                
                
                20,000
                
                
                
                1,293,147


24









(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, 2008 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).  Mr. Rogerson was hired on December 9, 2008 and
      has not received any annual cash bonuses.  Therefore, the amount
      reported for Mr. Rogerson reflects his base salary only.  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, 2008 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. Mr. Rogerson was hired on December 9, 2008 and has not
      received any annual cash bonuses.  Therefore, the amount
      reported for Mr. Rogerson is zero.




(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, 2008 at $1.40 per share.
      All unvested stock options held by each of the named executive officers
      were granted at exercise prices in excess of
      $1.40.  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 $1.40, the
      closing price of Chemtura stock on December 31,
  2008.




(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, except for 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.  Amounts reported for the
      named executive officers, except for Mr. McDaniel, also include the
      accelerated vesting of unvested Company contributions to the 401(k) Plan
      and Supplemental Savings Plan.  The Company contributions for
      Mr. McDaniel’s account have fully vested.  The amounts reported
      for the named executive officers, except for Mr. Rogerson, include
      financial planning and tax services up to
  $15,000.







Director
Compensation Overview




Each
non-employee member of the board of directors receives an annual retainer of
$67,000 and an annual RSU grant with a value on the date of grant of $75,000
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.  Each co-lead director receives $25,000 per
year.  Each member of the audit committee receives $5,000 per
year.  In addition, the audit committee chair receives $18,000 per
year, and the chair of each other committee receives $8,000 per
year.  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.  Messrs. Rogerson and Wood were
the only directors who were also employees during 2008.




On
October 28, 2008, the board of directors approved an increase in board
compensation, effective October 1, 2008.  The annual retainer for each
non-employee director was increased from $67,000 to $82,000; the annual fees for
each member of the audit committee was increased from $5,000 to $7,500; and the
annual fees for the chairs of the organization, compensation and governance
committee and the pension and finance committee were increased from $8,000 to
$10,000.  In addition, the board of directors approved, for the next
regularly scheduled grant, an increase of the value of the RSU grant from
$75,000 to $90,000.  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.




The
Company does not provide pensions 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.


25




2008
Director Compensation




The
following table presents information regarding the compensation paid to
non-employee directors for services rendered in 2008.





Name
      of Director
                  
                  Fees
                    Earned
                    or
      Paid
                    in
      Cash
                    ($)(1)
                  
                  
                  Stock
                    Awards
                    ($)(2)
                  
                  
                  Option
                    Awards
                    ($)
                  
                  
                  Non-Equity
                    Incentive
      Plan
                    Compensation
                    ($)
                  
                  
                  Change
      in
                    Pension
                    Value
      and
                    Nonqualified
                    Deferred
                    Compensation
                    Earnings
                    ($)(3)
                  
                  
                  All
      Other
                    Compensation
                    ($)(7)
                  
                  
                  Total
                    ($)Nigel  D.
      T. Andrews
                  
                  
                  79,250
                  
                  
                  
                  75,000
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  154,250James
      W. Crownover
                  
                  
                  70,750
                  
                  
                  
                  75,000
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  145,750Robert
      A. Fox(6)
                  
                  
                  81,408
                  
                  
                  
                  75,000
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  156,408Edward
      P. Garden(6)
                  
                  
                  70,750
                  
                  
                  
                  75,000
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  145,750Martin
      M. Hale
                  
                  
                  76,375
                  
                  
                  
                  75,000
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  151,375Roger
      L. Headrick(4)
                  
                  
                  104,750
                  
                  
                  
                  75,000
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  179,750Mack
      G. Nichols(5)
                  
                  
                  27,816
                  
                  
                  
                  27,663
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  146,576
                  
                  
                  
                  202,055C.
      A.  Piccolo(4)(6)
                  
                  
                  101,375
                  
                  
                  
                  75,000
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  176,375Bruce
      F. Wesson
                  
                  
                  94,375
                  
                  
                  
                  75,000
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  169,375







(1)
            The
      amounts reported in this column comprise compensation received for 2008
      board and committee service and include, on a prorated basis, the increase
      in director compensation approved by the board of directors effective
      October 1, 2008.  The cash compensation received by Mr. Nichols
      was prorated through May 14, 2008, the date he retired from the
      board.




(2)
            Each
      director receives an annual grant of RSUs with a value at the date of
      grant of $75,000 to be settled upon such director's termination of service
      on the board of directors. On February 28, 2008, the first board meeting
      in 2008, each director received a grant of 8,611 RSUs, calculated at the
      fair market value per share of $8.71 on the grant date in accordance with
      SFAS 123(R).  The fair market value per share of $8.71 was set
      at the closing trading price of a share of the Company's common stock on
      the grant date.  The RSUs earn quarterly
      dividends.  The amount reported for Mr. Nichols represents a
      prorated RSU award through May 14, 2008, the date he retired from the
      board.  For a discussion of the assumptions and methodologies
      used to calculate the amounts referred to above, see “Stock-Based
      Compensation”, Note 1 Summary of Significant Accounting Policies and
      “Stock Incentive Plans”, Note 14 to our Consolidated Financial Statements
      in the Original Filing.




(3)
            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 2008.  For directors
      with deferral accounts, the amount of the decline in each account was as
      follows:




Mr.
      Fox:
                        
                        $
                        (206,224
                        )Mr.
      Headrick:
                        
                        $
                        (221,867
                        )Mr.
      Piccolo:
                        
                        $
                        (164,071
                        )Mr.
      Wesson:
                        
                        $
                        (284,985
                        )




26




(4)           Messrs.
Headrick and Piccolo were co-lead directors during 2008.




(5)           Mr.
Nichols retired from the board on May 14, 2008.




(6)
            Messrs.
      Piccolo, Fox and Garden resigned from the board on February 25, February
      27 and March 11, 2009,
respectively.




(7)
            The
      $146,576 reported in this column for Mr. Nichols represents the value of
      Chemtura common stock issued to him upon the vesting of 18,345 RSUs on May
      14, 2008, the date Mr. Nichols retired from the board.  The
      value was determined by multiplying 18,235 shares by $7.94, the closing
      price of the shares on May 14, 2008 and multiplying 110 dividend shares by
      $8.33, the closing price of the shares on June 20, 2008.  For a
      discussion of the assumptions and methodologies used to calculate the
      amounts referred to above, see “Stock-Based Compensation”, Note 1 Summary
      of Significant Accounting policies and “Stock Incentive Plans”, Note 14 to
      our Consolidated Financial Statements in the Original
    Filing.









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 June 16, 2009.








Name and Address of Beneficial
      Owner
                            
                            
                            Number of Shares Beneficial
      Owned
                            
                            
                            Percent of ClassBarclays
      Global Investors, NA400
      Howard StreetSan
      Francisco, CA 94105
                            
                            
                            
                            15,503,467*
                            
                            
                            
                            6.39%ICC
      Capital Management390
      N. Orange Avenue27th
      FloorOrlando,
      FL 32801
                            
                            
                            
                            18,689,976**
                            
                            
                            
                            7.7%







*As
reported on Schedule 13G filed with the SEC on February 6,
2009.  According to the Schedule 13G, Barclays Global Investors, NA
has sole voting power over 11,708,139 shares and sole dispositive power over
15,503,467 shares.


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





27


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 June 16,
2009 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
                    
                    
                    -
                    
                    
                    
                    *Roger
      L. Headrick
                    
                    
                    196,516 
       (2)
                    
                    
                    
                    *Nigel
      D.T. Andrews
                    
                    
                    55,780 
       (3)
                    
                    
                    
                    *James
      W. Crownover
                    
                    
                    63,338 
       (4)
                    
                    
                    
                    *Billie
      S. Flaherty
                    
                    
                    23,900 
       (5)
                    
                    
                    
                    *Stephen
      C. Forsyth
                    
                    
                    516,704 
       (6)
                    
                    
                    
                    *Martin
      M. Hale
                    
                    
                    591,099 
       (7)
                    
                    
                    
                    *Bruce
      F. Wesson
                    
                    
                    151,886 
       (8)
                    
                    
                    
                    *Robert
      L. Wood
                    
                    
                    12,982 
       (9)
                    
                    
                    
                    *David
      G. Dickey
                    
                    
                    75,135
      (10)
                    
                    
                    
                    *Robert
      S. Wedinger
                    
                    
                    49,498
      (11)
                    
                    
                    
                    *Gregory
      E. McDaniel
                    
                    
                    242,617
      (12)
                    
                    
                    
                    *All
      directors and executive officersnamed
      herein as a group (12 persons)
                    
                    
                    1,979,455
                    
                    
                    
                    *







*
            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
      58,493 stock options exercisable within 60 days of June 16,
      2009.


(3)
            Includes
      31,677 stock options exercisable within 60 days of June 16,
      2009.


(4)
            Includes
      31,677 stock options exercisable within 60 days of June 16,
      2009.


(5)
            Includes
      23,900 stock options exercisable within 60 days of June 16,
      2009.


(6)
            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 voluntary
      protection under Chapter 11 of the U.S. Bankruptcy Code (the “Petition
      Date” and such awards are referred to as “Pre-Petition
      Awards”).  Pre-Petition awards are subject to the applicable
      provisions of the U.S. 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 101,250
      stock options exercisable within 60 days of June 16,
  2009.


(7)
            Includes
      212,138 shares held under the Charlie S. Hale Trust as to which Mr. Hale
      has sole voting and investment power, 304,446  shares held under
      the Hale Family Trust as to which Mr. Hale has shared voting power and
      31,677 stock options exercisable within 60 days of June 16,
      2009.


(8)
            Includes
      73,593 stock options exercisable within 60 days of June 16,
      2009.


(9)
            Includes
      12,982 shares held under the Chemtura Corporation Supplemental Savings
      Plan (“Supplemental Savings Plan”) as to which Mr. Wood has voting but no
      investment power.


(10)
            Includes
      9,460 shares held under the Stock Purchase Plan as to which Mr. Dickey has
      voting but not investment power and 54,250 stock options exercisable
      within 60 days of June 16, 2009.


(11)
            Includes
      4,248 shares held under the Stock Purchase Plan and a Pre-Petition Award
      of 1,000 RSUs as to which Mr. Wedinger has voting but not investment
      power.


(12)
            Includes
      45,180 shares held under the Supplemental Savings Plan; 21,194 shares held
      under the 401(k) Plan;  9,351 shares held under the Stock
      Purchase Plan as to which Mr. McDaniel has voting but not investment
      power.  It also includes 154,900 stock options exercisable
      within 60 days of June 16, 2009.













28




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, 2008:





Number
      of
                                                    securities
      to be
                                                    issued
      upon
                                                    exercise
      of
                                                    outstanding
                                                    options,
                                                    warrants,
      and
                                                    rights
                                                  
                                                  
                                                  Weighted-
                                                    average
                                                    exercise
      price
                                                    of
      outstanding
                                                    options,
                                                    warrants
      and
                                                    rights
                                                  
                                                  
                                                  Number
      of securities
                                                    remaining
      available
                                                    for
      future issuance
                                                    under
      equity
                                                    compensation
      plans
                                                    (excluding
      securities
                                                    reflected
      in column)Plan
      Category
                                                  
                                                  (in
      millions)
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  (in
      millions)Equity
      compensation plans approved bysecurity
      holders (1)
                                                  
                                                  
                                                  11.5
                                                  
                                                  
                                                  
                                                  $9.45
                                                  
                                                  
                                                  
                                                  6.2
      (2)Equity
      compensation plans not approved by security holders (3)
                                                  
                                                  
                                                  0.4
                                                  
                                                  
                                                  
                                                  $7.41
                                                  
                                                  
                                                  
                                                  -Total
                                                  
                                                  
                                                  11.9
                                                  
                                                  
                                                  
                                                  $9.38
                                                  
                                                  
                                                  
                                                  6.2









(1)
              Includes
      2006 Chemtura Corporation Long-Term Incentive Plan; 2001 Employee Stock
      Purchase Plan; 1998 Long-Term Incentive Plan; 1993 Stock Option Plan for
      Non-Employee Directors; 1993 Employee Stock Compensation Plan; 1998 Stock
      Compensation Plan; 2002 Stock Option and Incentive
  Plan.





(2)
              Includes
      0.8 million of common stock available for future issuance as of December
      31, 2008 for the 2001 Employee Stock Purchase
  Plan.





(3)
            Includes
      2001 Employee Stock Option Plan.










Item
13.  Certain Relationships and Related Party 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 2008.


29


Director
Independence





As
previously reported, Chemtura filed a voluntary petition for protection under
Chapter 11 of the U.S. Bankruptcy Code on March 18, 2009.  As a result
of the bankruptcy petition, Chemtura’s common stock was delisted by the NYSE on
April 4, 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 2008 are:  Nigel D. T. Andrews, Robert A. Fox, Martin
M. Hale, Mack G. Nichols, C.A. (Lance) Piccolo, Bruce F. Wesson, James W.
Crownover, Edward P. Garden and Roger L. Headrick.  The board of
directors has determined that each of these directors is independent under the
NYSE listing standards.





Item
14.  Principal Accounting Fees and Services





Independent
Audit Fees for 2008





Our
independent registered public accounting firm for the calendar years ended
December 31, 2008 and December 31, 2007 was KPMG LLP
(“KPMG”).  Services provided to us by KPMG for each of the fiscal
years are described below.





(in
      millions)
                    
                    2008
                    
                    
                    2007Audit
      Fees
                    
                    $
                    4.5
                    
                    
                    $
                    7.4Audit
      Related Fees
                    
                    
                    0.1
                    
                    
                    
                    0.4Tax
      Fees
                    
                    
                    0.6
                    
                    
                    
                    0.7All
      Other Fees
                    
                    
                    0.1
                    
                    
                    
                    1.7Total
                    
                    $
                    5.3
                    
                    
                    $
                    10.2





The
following information describes the aggregate fees for professional services by
KPMG for the fiscal years ended December 31, 2008 and December 31,
2007:





·
            Audit
      Fees:Fees for audit services totaled $4.5 million in
      2008 and $7.4 million in 2007, including 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:  Fees for audit-related services totaled $0.1
      million in 2008 and $0.4 million in 2007.  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:  Fees for tax services totaled $0.6 million in 2008
      and $0.7 million in 2007.  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
      comprising services related to divestitures, totaled $0.1 million in
      2008 and $1.7 million in 2007.





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.


30




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 following
categories of non-audit services:  acquisition and divestiture
services; tax services; and consultation regarding the application of United
States Generally Accepted Accounting Principles and new regulatory
pronouncements.  In each case, the audit committee has established
specific limits on these services.  Approval is further required for
services in excess of these limits or to retain KPMG for any additional
services.  All audit and permissible non-audit services performed by
KPMG during fiscal years 2008 and 2007 were approved by the audit committee in
accordance with the policy described above.


31


PART
IV.





ITEM
15.  Exhibits and Financial Statement Schedules





(a)  The
following documents and 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, 2008, 2007, and 2006;


(ii)   Consolidated
Balance Sheets as of December 31, 2008 and 2007;


(iii)   Consolidated
Statements of Cash Flows for the years ended December 31, 2008, 2007, and
2006;


(iv)   Consolidated
Statements of Stockholders' Equity for the years ended December 31, 2008, 2007
and


2006;


(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, 2008 (“2008 Form 10-K”))


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 2008 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 (the “1993 Indenture”).*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.*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.*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")).
  32
 
 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 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.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+
                
                Change
      in Control Agreements dated as of September 13, 2004, between Crompton
      Corporation and each of Karen R. Osar, Myles S. Odaniell, Lynn A.
      Schefsky, and Gregory E. McDaniel (incorporated by reference to Exhibit
      10.1 to the Registrant's Form 8-K filed on September 15,
      2004).10.3
                
                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).10.4
                
                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).10.5
                
                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).10.6
                
                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).10.7+
                
                Amended
      Crompton Corporation 1998 Long Term Incentive Plan (incorporated by
      reference to Exhibit 10.21 to the Registrant's 2001 Form
      10-K).10.8+
                
                Form
      of Amendment 2003-1 to the Supplemental Retirement Agreement dated various
      dates in December 2003 by and between the Registrant and various of its
      executive officers (incorporated by reference to Exhibit 10.27 to the
      Registrant’s Form 10-K for the fiscal year ended December 31, 2003 (the
      “2003 Form 10-K”)).
  33
 
 10.9+
                
                Form
      of 2004-2006 Long Term Incentive Award Agreement dated February 3, 2004 by
      and between the Registrant and various of its executive officers
      (incorporated by reference to Exhibit 10.30 to the 2003 Form
      10-K).10.10+
                
                Consulting
      Agreement dated June 7, 2004 by and between the Registrant and Vincent A.
      Calarco (incorporated by reference to Exhibit 10.4 to the Registrant's
      Form 10-Q for the period ended June 30, 2004).10.11+
                
                Form
      of Stock Option Agreement (undated) by and between the Registrant and
      various of its executive officers (incorporated by reference to Exhibit
      10.1 to the Registrant's Form 8-K dated November 29, 2004 ("November 29,
      2004 Form 8-K")).10.12+
                
                Form
      of Restricted Stock Agreement (undated) by and between the Registrant and
      various of its executive officers (incorporated by reference to Exhibit
      10.2 to the November 29, 2004 Form 8-K).10.13+
                
                Form
      of Crompton Corporation Summary of Compensation and Benefits for
      Non-Employee Directors, dated March 2005  (incorporated by
      reference to Exhibit 10.47 to the Registrant’s Form 10-K for the fiscal
      year ended December 31, 2004).10.14+
                
                Form
      of 2005 Management Incentive Program, effective February 23, 2005, by and
      between the Registrant and various key management personnel (incorporated
      by reference to Exhibit 10.2 to the Registrant’s Form 8-K dated February
      28, 2005 (“February 28, 2005 8-K”)).10.15+
                
                Form
      of 2005-2007 Long-Term Incentive Award Agreement, effective February 23,
      2005, by and between the Registrant and various key management personnel
      (incorporated by reference to Exhibit 10.3 to the February 28, 2005
      8-K).10.16+
                
                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).10.17+
                
                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).10.18
                
                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”)).10.19+
                
                Description
      of directors’ fees to be paid to former directors of Great Lakes Chemical
      Corporation upon their joining the Registrant’s Board of Directors
      (incorporated by reference to item 1.01 of the Registrant’s Form 8-K dated
      July 21, 2005).10.20
                
                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”)).10.21
                
                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).10.22+
                
                Form
      of 2006-2008 Chemtura Corporation Long-Term Incentive Plan (incorporated
      by reference to Exhibit 10.1 to the January 26, 2006
  8-K).10.23
                
                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).10.24+
                
                Form
      of 2006 Chemtura Corporation Management Incentive Plan (incorporated by
      reference to Exhibit 10.1 to the March 9, 2006 Form
  8-K).10.25+
                
                Form
      of Chemtura Corporation Executive and Key Employee Severance Plan
      (incorporated by reference to Exhibit 10.2 to the March 9, 2006 Form
      8-K).10.26
                
                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.)
  34
 
 10.27+
                
                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).10.28
                
                Sale
      and Purchase Agreement dated as of May 12, 2006, by and among the
      Registrant, various subsidiaries of the Registrant and MCAW Group Limited
      (incorporated by reference to Exhibit 10.1 to the Registrant’s May 18,
      2006 Form 8-K).10.29
                
                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).10.30+
                
                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).10.31+
                
                “Flexperq”
      Program adopted on October 26, 2006, effective January 1, 2007
      (incorporated by reference to Exhibit 10.2 to the October 31, 2006 Form
      8-K).10.32
                
                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).10.33
                
                Stock
      Purchase Agreement by and among the stockholders of Kaufman Holdings
      Corporation, Alex Kaufman and the Registrant, dated as of January 31, 2007
      (incorporated by reference to Exhibit 10.1 to the Registrant’s January 31,
      2007 Form 8-K).10.34
                
                Asset
      Purchase and Sale Agreement by and among the Registrant, various
      subsidiaries of the Registrant and Lion Copolymer, LLC, dated as of
      February 3, 2007 (incorporated by reference to Exhibit 10.1 to the
      Registrant’s February 5, 2007 Form 8-K).10.35
                
                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).10.36+
                
                Separation
      Agreement and General Release dated April 1, 2007, by and between Marcus
      Meadows-Smith and the Registrant (incorporated by reference to Exhibit
      10.1 to the Registrant’s June 5, 2007 Form 8-K (“June 5, 2007
      8-K”)).10.37+
                
                Separation
      Agreement and General Release dated April 1, 2007, by and between Karen R.
      Osar and the Registrant (incorporated by reference to Exhibit 10.1 to the
      Registrant’s May 9, 2007 Form 8-K (“May 9, 2007 8-K”)).10.38+
                
                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”)).10.39+
                
                2007
      Chemtura Corporation Management Incentive Plan, effective March 28, 2007
      (incorporated by reference to Exhibit 10.1 to the Registrant’s March 29,
      2006 Form 8-K (“March 29, 2006 8-K”)).10.40+
                
                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).10.41+
                
                Chemtura
      Corporation Executive and Key Employee Severance Plan, effective April 15,
      2007 (incorporated by reference to Exhibit 10.1 to the Registrant’s April
      26, 2006 Form 8-K (“April 26, 2006 8-K”)).10.42+
                
                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”)).10.43+
                
                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”)).10.44+
                
                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”)).
  35
 
 10.45+
                                                  
                                                  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).10.46+
                                                  
                                                  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”)).10.47
                                                  
                                                  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”)).10.48
                                                  
                                                  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).10.49
                                                  
                                                  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).10.50
                                                  
                                                  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).10.51
                                                  
                                                  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).10.52
                                                  
                                                  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).10.53+
                                                  
                                                  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”)).10.54+
                                                  
                                                  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”)).10.55+
                                                  
                                                  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”)).10.56
                                                  
                                                  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”)).10.57
                                                  
                                                  Form
      of Amended and Restated Supplemental Savings Plan, effective January 1,
      2009, by and between the Registrant and various eligible employees
      (incorporated by reference to Exhibit 10.1 to the January 2, 2009
      8-K)).10.58
                                                  
                                                  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”)).10.59
                                                  
                                                  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”)).10.60
                                                  
                                                  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”)).
  36
 
 10.61
                                              
                                              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
      .62
                                              
                                              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”)).10.63
                                              
                                              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, 2008.10.64
                                              
                                              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).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 Form 10-K for
      the fiscal year ended December 31, 2005).21
                                              
                                              Subsidiaries
      of the Registrant (incorporated by reference to Exhibit 21 to the
      Registrant’s 2008 Form 10-K).23
                                              
                                              Consent
      of Independent Registered Public Accounting Firm (incorporated by
      reference to Exhibit 23 to the Registrant’s 2008 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 2008 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 2008 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 2008 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 2008 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 2008 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.
  37
 
 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:  July
      31, 2009
                  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, Chief Financial Officer and Director (Principal Financial
      Officer)Kevin
      V. Mahoney
                                
                                Senior
      Vice President and Corporate Controller (Principal Accounting
      Officer)Nigel
      D. T. Andrews
                                
                                DirectorJames
      W. Crownover
                                
                                DirectorBillie
      S. Flaherty
                                
                                DirectorMartin
      M. Hale
                                
                                DirectorRoger
      L. Headrick
                                
                                Lead
      DirectorBruce
      F. Wesson
                                
                                Director
 
 Date:  July
31, 2009
  38