(Mark
One)
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x
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Annual
Report Pursuant to Section 15(d) of the Securities Exchange Act
of 1934
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For
the calendar year ended December 31, 2009
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OR
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¨
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Transition
report pursuant to Section 15(d) of the Securities Exchange Act
of 1934
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For
the transition period from
to
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Date:
June 24, 2010
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By:
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/s/ Kevin V. Mahoney
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Kevin
V. Mahoney
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Senior
Vice President and
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Corporate
Controller
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Description
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Page(s)
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Report
of Independent Registered Public Accounting Firm as of December 31, 2009
and 2008, and for the year ended December 31, 2009
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1
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Financial
Statements:
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Statements
of Net Assets Available for Plan Benefits (Modified Cash Basis) December
31, 2009 and 2008
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2
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Statement
of Changes in Net Assets Available for Plan Benefits (Modified Cash Basis)
for the year ended December 31, 2009
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3
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Notes
to Financial Statements
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4-15
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Supplemental
Schedule:
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Schedule
H, Line 4(i) - Schedule of Assets (Held at End of Year) December 31,
2009
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16
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/s/ Caron & Bletzer,
PLLC
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Kingston,
NH
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June
24, 2010
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2009
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2008
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|||||||
Cash
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$ | 2,228,997 | $ | 112,760 | ||||
Investments,
at fair value:
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||||||||
Common
collective trusts
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62,278,045 | 91,193,720 | ||||||
Mutual
funds
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228,030,909 | 177,053,950 | ||||||
Chemtura
Corporation common stock
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8,677,339 | 5,509,489 | ||||||
Participant
loans
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5,927,360 | 6,550,120 | ||||||
Total
investments
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304,913,653 | 280,307,279 | ||||||
Net
assets available for plan benefits at fair value
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307,142,650 | 280,420,039 | ||||||
Adjustment
from fair value to contract value for interest in common collective
trusts relating to fully benefit responsive investment
contracts
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782,467 | 2,994,421 | ||||||
Net
assets available for plan benefits
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$ | 307,925,117 | $ | 283,414,460 |
2009
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Additions:
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Participant
contributions
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$ | 10,761,736 | ||
Rollover
contributions
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439,457 | |||
Employer
contributions
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7,080,287 | |||
Net
appreciation in fair value of investments
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57,302,463 | |||
Dividend
and interest income
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6,080,793 | |||
Total
additions
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81,664,736 | |||
Deductions:
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Distributions
to participants
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56,768,640 | |||
Administrative
fees
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385,439 | |||
Total
deductions
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57,154,079 | |||
Net
increase
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24,510,657 | |||
Net
assets available for plan benefits, beginning of year
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283,414,460 | |||
Net
assets available for plan benefits, end of year
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$ | 307,925,117 |
A.
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PLAN
DESCRIPTION:
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Completed Years of Service
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Percent Vested
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Less
than 3
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0 | % | ||
3
or more
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100 | % |
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The
benefit to which a participant is entitled is the benefit that can be
provided from the participant’s vested account. Benefits may be
distributed to participants upon termination of employment by reason of
retirement, disability, death or other separation from service.
Participants who terminate employment and have a vested account balance of
less than $1,000 will receive a lump sum distribution of 100% of their
vested benefits. Participants who have a vested account balance in excess
of $1,000 may leave their funds invested in the Plan or may elect a lump
sum distribution. Participants with a vested ESOP account
balance may elect to receive their ESOP balance in the form of stock
shares, instead of cash.
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A
participant may also request a withdrawal upon attainment of age 59 1/2 or
upon demonstration by the participant to the plan administrator that the
participant is suffering from “hardship”. Hardship is defined
in applicable regulations promulgated or to be promulgated pursuant to
Section 401(k) of the Internal Revenue Code or standards established by
the Secretary of the Treasury or his
delegate.
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Basis of
Accounting
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The
accompanying financial statements have been prepared using a modified
basis of accounting of cash receipts and disbursements; consequently,
contributions, interest and the related assets are recognized when
received rather than when earned, and expenses are recognized when paid
rather than when the obligation is incurred. Accordingly, the
accompanying financial statements are presented on a comprehensive basis
of accounting other than U.S. generally accepted accounting
principles.
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2009
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Description
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Total
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Level 1
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Level 2
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Level 3
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Common
collective trust:
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Stable
value
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$ | 62,278,045 | $ | - | $ | 62,278,045 | $ | - | ||||||||
Mutual
funds:
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||||||||||||||||
Foreign
large blend
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2,665,643 | 2,665,643 | - | - | ||||||||||||
Foreign
large growth
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19,178,065 | 19,178,065 | - | - | ||||||||||||
Intermediate
bond
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26,580,162 | 26,580,162 | - | - | ||||||||||||
Small
blend
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6,035,268 | 6,035,268 | - | - | ||||||||||||
Mid-cap
blend
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13,938,305 | 13,938,305 | - | - | ||||||||||||
Large
blend
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69,843,081 | 69,843,081 | - | - | ||||||||||||
Mid-cap
growth
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14,035,902 | 14,035,902 | - | - | ||||||||||||
Large
value
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34,678,578 | 34,678,578 | - | - | ||||||||||||
Retirement
income
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1,929,355 | 1,929,355 | - | - | ||||||||||||
Target
date
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39,146,550 | 39,146,550 | - | - | ||||||||||||
Total
mutual funds
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228,030,909 | 228,030,909 | - | - | ||||||||||||
Company
stock
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8,677,339 | 8,677,339 | - | - | ||||||||||||
Participant
loans
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5,927,360 | - | - | 5,927,360 | ||||||||||||
Total
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$ | 304,913,653 | $ | 236,708,248 | $ | 62,278,045 | $ | 5,927,360 |
2008
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Description
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Total
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Level 1
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Level 2
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Level 3
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Common
collective trusts:
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Stable
value
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$ | 70,513,311 | $ | - | $ | 70,513,311 | $ | - | ||||||||
U.S.
equities
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20,680,409 | - | 20,680,409 | - | ||||||||||||
Total
common collective trusts
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91,193,720 | - | 91,193,720 | - | ||||||||||||
Mutual
funds:
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Foreign
large blend
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1,942,283 | 1,942,283 | - | - | ||||||||||||
Foreign
large growth
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16,260,527 | 16,260,527 | - | - | ||||||||||||
Intermediate
bond
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24,626,683 | 24,626,683 | - | - | ||||||||||||
Money
market
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2,135,869 | - | 2,135,869 | - | ||||||||||||
Small
blend
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4,234,766 | 4,234,766 | - | - | ||||||||||||
Mid-cap
blend
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11,412,954 | 11,412,954 | - | - | ||||||||||||
Large
blend
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7,746,632 | 7,746,632 | - | - | ||||||||||||
Large
growth
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32,951,591 | 32,951,591 | - | - | ||||||||||||
Mid-cap
growth
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11,208,069 | 11,208,069 | - | - | ||||||||||||
Large
value
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29,695,049 | 29,695,049 | - | - | ||||||||||||
Retirement
income
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1,951,159 | 1,951,159 | - | - | ||||||||||||
Target
date
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32,888,368 | 32,888,368 | - | - | ||||||||||||
Total
mutual funds
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177,053,950 | 174,918,081 | 2,135,869 | - | ||||||||||||
Company
stock
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5,509,489 | 5,509,489 | - | - | ||||||||||||
Participant
loans
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6,550,120 | - | - | 6,550,120 | ||||||||||||
Total
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$ | 280,307,279 | $ | 180,427,570 | $ | 93,329,589 | $ | 6,550,120 |
Participant
loans
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Balance
at beginning of year
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$ | 6,550,120 | ||
Net
loan advances (repayments)
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(622,760 | ) | ||
Balance
at end of year
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$ | 5,927,360 |
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The
Plan presents in the statement of changes in net assets available for plan
benefits the net appreciation (depreciation) in the fair value of its
investments, which consists of the realized gains or losses and the
unrealized appreciation (depreciation) on those
investments.
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Benefits
are recorded when paid.
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The
Plan provides investment options which may invest in any combination of
stocks, bonds, fixed income securities, and other investment
securities. Investment securities are exposed to various risks,
such as interest rate, market and credit risks. Due to the
level of risk associated with certain investment securities, it is at
least reasonably possible that changes in the value of investment
securities will occur in the near term and that such changes could
materially affect participants’ account balances and the amounts reported
in the statements of net assets available for plan
benefits.
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Although
the shares of the Company’s common stock held by the Plan continue to
trade on the Pink Sheets Electronic Quotation Service, the trading prices
may have little or no relationship to the actual recovery, if any, by the
Plan under any eventual bankruptcy court approved reorganization
plan. The opportunity for any recovery by the Plan under such a
reorganization plan is uncertain as all creditors’ claims must be met in
full, with interest where due, before value can be attributed to the
common stock and, therefore, the shares of the Company’s common stock may
be cancelled without any compensation pursuant to such a reorganization
plan.
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2009
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2008
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Common Collective
Trusts:
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Fleet
Bank Stable Asset Fund
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$ | - | $ | 63,144,466 | * | |||
Fidelity
U.S. Equity Index Pooled Account
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- | 20,680,409 | * | |||||
Fidelity
Managed Income Portfolio II
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62,278,045 | * | 7,368,845 | |||||
Mutual
Funds:
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Dodge
& Cox Stock Fund
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28,431,035 | * | 24,144,876 | * | ||||
Dodge
& Cox Income Fund
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16,722,939 | * | 15,081,177 | * | ||||
Fidelity
Growth Company Fund
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39,420,730 | * | 20,273,189 | * | ||||
Fidelity
Diversified International Fund
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19,178,065 | * | 16,260,527 | * | ||||
Spartan
500 Index Fund
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30,422,351 | * | - |
2009
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Chemtura
Corporation common stock
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$ | 9,669,426 | ||
Mutual
funds
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47,633,037 | |||
Total
net appreciation in fair value
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$ | 57,302,463 |
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Although
the Plan was established with the intention that it will continue
indefinitely, the Company retains the right to discontinue its
contributions at any time or to terminate the Plan, subject to the
provisions of ERISA.
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2009
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2008
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Net
assets available for plan benefits on the
financial statements
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$ | 307,925,117 | $ | 283,414,460 | ||||
Less:
Adjustment from fair value to contract value for interest in common
collective trusts relating to fully benefit responsive investment
contracts
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(782,467 | ) | (2,994,421 | ) | ||||
Net
assets available for plan benefits on the Form 5500
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$ | 307,142,650 | $ | 280,420,039 |
Net
appreciation on the financial statements
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$ | 57,302,463 | ||
Adjustment
from fair value to contract value for interest in common collective trusts
relating to fully benefit responsive investment contracts for the years
ended:
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December
31, 2009
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(782,467 | ) | ||
December
31, 2008
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2,994,421 | |||
Net
appreciation on the Form 5500
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$ | 59,514,417 |
H.
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SUBSEQUENT
EVENTS:
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The
Company has evaluated subsequent events through the date these financial
statements were issued.
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(a)
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(b)
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(c)
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(d)
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(e)
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Description of investment including
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Identity of issue, borrower, lessor
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maturity date, rate of interest,
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Current
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or similar party
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collateral, par or maturity value
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Cost
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value
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*
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Fidelity
Managed Income Portfolio II
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Common
collective trust
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**
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$ | 62,278,045 | |||||
Columbia
Acorn Fund
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Mutual
fund
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**
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14,035,902 | |||||||
Dodge
& Cox Income Fund
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"
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**
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16,722,939 | |||||||
Dodge
& Cox Stock Fund
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"
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**
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28,431,035 | |||||||
Vanguard
Total Bond Market Fund
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"
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**
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9,857,223 | |||||||
Vanguard
Small Cap Index Fund
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"
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**
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3,102,297 | |||||||
Vanguard
Wellesley Fund
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"
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**
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6,247,543 | |||||||
RS
Partners Fund
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"
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**
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2,932,971 | |||||||
*
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Fidelity
Low Priced Stock Fund
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"
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**
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11,235,304 | ||||||
*
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Fidelity
Diversified International Fund
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"
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**
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19,178,065 | ||||||
*
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Fidelity
Growth Company Fund
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"
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**
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39,420,730 | ||||||
*
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Fidelity
Freedom Income Fund
|
"
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**
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1,929,355 | ||||||
*
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Fidelity
Freedom 2000 Fund
|
"
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**
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312,207 | ||||||
*
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Fidelity
Freedom 2010 Fund
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"
|
**
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12,535,708 | ||||||
*
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Fidelity
Freedom 2020 Fund
|
"
|
**
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9,292,034 | ||||||
*
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Fidelity
Freedom 2030 Fund
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"
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**
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3,442,852 | ||||||
*
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Spartan
Extended Market Index Fund
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"
|
**
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2,703,001 | ||||||
*
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Spartan
International Index Fund
|
"
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**
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2,665,643 | ||||||
*
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Spartan
500 Index Fund
|
"
|
**
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30,422,351 | ||||||
*
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Fidelity
Freedom 2040 Fund
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"
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**
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2,361,256 | ||||||
*
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Fidelity
Freedom 2005 Fund
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"
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**
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105,041 | ||||||
*
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Fidelity
Freedom 2015 Fund
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"
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**
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4,178,744 | ||||||
*
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Fidelity
Freedom 2025 Fund
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"
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**
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3,601,498 | ||||||
*
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Fidelity
Freedom 2035 Fund
|
"
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**
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2,265,895 | ||||||
*
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Fidelity
Freedom 2045 Fund
|
"
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**
|
357,867 | ||||||
*
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Fidelity
Freedom 2050 Fund
|
"
|
**
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693,448 | ||||||
Total
mutual funds
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228,030,909 | |||||||||
*
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Chemtura
Corporation common stock
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Common
stock
|
**
|
8,677,339 | ||||||
*
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Participant
loans
|
(5.00%-9.50%)
|
-
|
5,927,360 | ||||||
Total
Investments
|
$ | 304,913,653 |
*
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Represents
a party-in-interest to the Plan.
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**
|
Cost
omitted for participant directed
investments.
|