2009 Chemtura Corporation Management Incentive Program

1.            Establishment and Purpose.   Pursuant to its authority under the 2005 Crompton Corporation Short-Term Incentive Plan (the “ STIP ”), and consistent with the purpose of the STIP as stated therein, the Committee hereby establishes the 2009 Chemtura Corporation Management Incentive Program (the “ 2009 MIP ”).  Unless otherwise defined below, all capitalized terms shall have the meaning given to such terms in or pursuant to the STIP.  The 2009 MIP provides each Participant with an opportunity to earn a performance-based compensation Award for the calendar year 2009 (the “ 2009 Performance Period ”), based on the attainment of pre-established performance goals, as set forth below (a “ MIP Award ”).  Where applicable, MIP Awards are intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code.

Threshold Performance.   The Committee shall establish an objective threshold (a “ Minimum Threshold ”) for each measure of performance during the 2009 Performance Period (each, a “ Performance Factor ”), below which no MIP Award or component of a MIP Award will be paid out with respect to that Performance Factor.  Each such Minimum Threshold is set forth in Exhibit “A”.  In addition, threshold can be adjusted to reflect a change in corporate capitalization, such as a stock split or stock dividend, or a corporate transaction, such as a merger, consolidation, separation, acquisition, divestiture, reorganization or partial or complete liquidation, or to equitably reflect the occurrence of any extraordinary event, any change in applicable accounting rules or principles, any change in the Company's method of accounting, any change in applicable law, any change due to any merger, consolidation, acquisition, divestiture, reorganization, stock split, stock dividend, combination of shares or other changes in the Company's corporate structure or shares, or any other change of a similar nature.  To the extent applicable in determining any MIP Award, charges to earnings, including but not limited to fines and penalties related to past: (i) antitrust events; (ii) environmental events; and/or (iii) corporate restructuring, including plant closures, sale of businesses and severance, will be excluded.

2.           To the extent applicable, the Committee, in determining any MIP Award, shall use the information set forth in the Company's audited financial statements.

3.            MIP Awards .  At the time of initial selection / approval by the Committee for participation in the 2009 MIP, each Participant shall be assigned a percentage of his or her “base pay” (as defined in the STIP) that will be used in calculating his or her MIP Award, if any.  This percentage of base pay shall be referred to as the “ Target Percentage ”.  The amount of a Participant’s MIP Award will be determined by multiplying the Target Percentage by the applicable Performance Factor set forth in Exhibit “A”, subject to any Performance Adjustment described in the following paragraph.

In determining a Participant’s MIP Award, the Committee reserves the absolute discretion to increase or decrease the amount produced under the last sentence of the preceding paragraph, based on the Committee’s assessment of any personal, functional or other performance the Committee determines should be taken into account (a “ Performance Adjustment ”), provided that with respect to any individual subject to Section 162(m) of the Code, any such Performance Adjustment may only decrease (and may not increase) the amount produced under the last sentence of the preceding paragraph.  The CEO will recommend to the Committee any Performance Adjustment for each Participant who reports directly to the CEO.  The CEO and the applicable Business or Functional leader, will recommend to the Committee any Performance Adjustment for each other Participant.

Notwithstanding anything herein to the contrary, the MIP Award paid to any Participant subject to Section 162(m) shall in no way increase as a result of the reduction of any MIP Award paid to another Participant.

4.            Changes to Target Percentage or Performance Factor .  To the extent not inconsistent with the requirements of Section 162(m) of the Code with respect to "qualified performance-based compensation," the Committee may at any time prior to the final determination of MIP Awards: (i) change the Target Percentage of any Participant; (ii) assign a different Target Percentage to a Participant to reflect any change in the Participant's responsibility level or position during the course of the Performance Period; or (iii) change a Performance Factor to reflect a change in corporate capitalization, such as a stock split or stock dividend, or a corporate transaction, such as a merger, consolidation, separation, acquisition, divestiture, reorganization or partial or complete liquidation, or to equitably reflect the occurrence of any extraordinary event, any change in applicable accounting rules or principles, any change in the Company's method of accounting, any change in applicable law, any change due to any merger, consolidation, acquisition, divestiture