SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended: December 31, ~~2008~~2009

o¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from _____ to _____.

Commission file number 000-08016

OLD STONE CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Rhode Island	050341273
(State or Other Jurisdiction of Incorporation of Organization)	(I.R.S. Employer Identification No.)

2400 Financial Plaza, Providence, RI	02903
(Address of Principal Executive Offices)	(Zip Code)

Registrant's Telephone Number, Including Area Code: (401) ~~351~~921-~~6117~~1591

Securities registered pursuant to Section 12(b) of the Act: None

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

Common Stock ($1.00 par value)

Cumulative Voting Convertible Preferred Stock, Series

B ($20.00 Stated Value, $1.00 Par Value)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act

Yes o ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act

Yes o ¨ 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 twelve 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 o ¨ No x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o ¨ No o¨

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 amendments to this Form 10-K. x

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 “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer o¨ Accelerated Filer o¨ Non-Accelerated Filer o¨ Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ~~o No~~ x No ¨

The aggregate market value of the registrant’s Common Stock held by non-affiliates as of June 30, ~~2008~~2009 was $~~175~~164,~~571~~588. See Item 5.

As of the close of business on ~~June~~May 118, ~~2010~~2012, 8,297,046 shares of the registrant’s Common Stock were outstanding.

Documents Incorporated by Reference: None.

	Table of Contents
PART I
Item 1.	Business	1
Item 1A	Risk Factors	2
Item 1B	Unresolved Staff Comments	3
Item 2.	Properties	3
Item 3.	Legal Proceedings	3
Item 4.	[Removed and Reserved]	5
Part II
Item 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	6
Item 6.	Selected Financial Data	7
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
Item 7A.	Quantitative and Qualitative Disclosure about Market Risk	10
Item 8.	Financial Statements and Supplementary Data	10
Item 9.	Changes In And Disagreements with Accountants on Accounting and Financial Disclosure	10
Item 9A	Controls and Procedures	10
Item 9B	Other Information	1112
Part III
Item 10.	Directors, Executive Officers and Corporate Governance	12
Item 11.	Executive Compensation	14
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	15
Item 13.	Certain Relationships and Related Transactions, and Director Independence	18
Item 14.	Principal Accountant Fees and Services	18
Part IV
Item 15.	Exhibits and Financial Statement Schedules	1918
Signatures
BALANCE SHEETS
STATEMENTS OF OPERATIONS
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
STATEMENTS OF CASH FLOWS
NOTES TO FINANCIAL STATEMENTS

Table of Contents

PART I

ITEM 1. BUSINESS

Background

Old Stone Corporation ("we", "us", "our" or the “Company”) is a general business corporation incorporated in 1969 under the laws of the State of Rhode Island. Our headquarters office is located at 2400 Financial Plaza, Providence, Rhode Island 02903.

On January 29, 1993, the Office of Thrift Supervision ("OTS") declared our principal subsidiary, Old Stone Bank, a Federal Savings Bank, a stock savings bank organized under the laws of the United States ("Bank"), insolvent, and appointed the Resolution Trust Company ("RTC") as receiver ("Bank Closing"). The RTC formed a bridge bank, Old Stone Federal Savings Bank ("Bridge Bank") which assumed all of the deposit liabilities and substantially all of the other liabilities of the Bank and acquired substantially all of the assets of the Bank (including the stock of all of its subsidiaries). Immediately prior to the Bank Closing, the Bank constituted substantially all of our assets. Immediately following the Bank Closing, all of our officers resigned and were hired by the Bridge Bank. Our Board of Directors elected a limited slate of officers on March 8, 1993 who served until the current officers were elected in 2002. See Item 10 below, "Directors, Executive Officers and Corporate Governance." We and the Bank instituted a suit against the United States in connection with actions that took place prior to the Bank Closing (“Claims Court Litigation”) which litigation has been concluded. See Item 1 “~~Recent~~Litigation ~~Developments~~Summary”, Item 1A “Risk Factors” and Item 3 "Legal Proceedings" below.

As a result of the receivership of the Bank, we underwent material changes in the nature of our business and we no longer operate as a unitary savings and loan holding company. Our only surviving active subsidiary following the Bank Closing was Old Stone Securities Company, a registered securities broker-dealer (“Old Stone Securities”), which provided brokerage services to retail and institutional clients. We transferred all of the accounts associated with the registered securities broker-dealer business of Old Stone Securities as of December 31, 2001, to Morgan Stanley Dean Witter. Any remaining assets of Old Stone Securities were liquidated in 2002. Thereafter, we have had no operations other than management of the Claims Court Litigation. See Item 3 “Legal Proceedings”. We have no equity interest in any other significant entity. Since the conclusion of the Claims Court Litigation, our only activities have been to distribute the funds received to our preferred stockholders and the exploration and evaluation of other potential business activities.

Regulation

In our capacity as registered transfer agent for the shares of our $1.00 par value Common Stock ("Common Stock") and our Cumulative Voting Convertible Preferred Stock, Series B $20 stated value, $1.00 par value ("Preferred Stock"), we are subject to regulation by the U.S. Securities and Exchange Commission ("SEC").

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Employees

As of December 31, ~~2008~~ 2009, we had no active employees, but we retain one person as a part-time consultant who handles our stock transfers, shareholder inquiries and related activities. We also retain a consultant to provide accounting and bookkeeping services. This consultant, John E. Bucci, Jr., joined our Board of Directors and was appointed our President and Treasurer in December 2011.

~~Recent~~Litigation ~~Developments~~Summary

On May 25, 2006, a three-Judge panel of the Federal Circuit Court of Appeals issued a decision affirming in part and reversing in part the decision of Judge Robert H. Hodges, Jr. of the U.S. Court of Federal Claims in our longstanding suit against the U.S. Government. The Federal Circuit reduced the amount awarded us from $192.5 million to $74.563 million. See our Current Report on Form 8-K, filed June 1, 2006. On September 21, 2006, our motion to have the three-Judge panel reconsider its decision or to have the Federal Circuit en banc hear the case was denied. See our Current Reports on Form 8-K, filed July 11, 2006 and October 2, 2006. We filed a Petition for a Writ of Certiorari to the U.S. Supreme Court on December 14, 2006. This petition was denied on March 19, 2007. The government ~~has~~ paid the Company the full amount owed of $74,563,000. See discussion of Claims Court Litigation in Item 3 “Legal Proceedings”. After paying accrued expenses and reserving an amount for contingencies and other expenses, we redeemed a portion of our outstanding Preferred Stock with the balance of the award in August 2007. More information on the partial redemption of the Preferred Stock can be found under Item 5 “Market for the Registrant’s Common Equity and Related Stockholder Matters”.

ITEM 1A. RISK FACTORS

Investors should be reminded of numerous risks inherent in investing in our securities, including the stock’s illiquidity and the lack of an operating business. See Item 3 “Legal Proceedings”. These risks include:

· The Company has no operations and generates no revenues. There are no funds remaining with which to pay dividends on our Common Stock. There is virtually no likelihood that, after payments to creditors and Preferred Series B shareholders, there will be any funds available for the benefit of common shareholders. Revenues reported during the 2007 fiscal year recorded the receipt of the one-time judgment from the Claims Court Litigation and do not reflect a recurring source of revenue for the Company. While we have from time to time evaluated other business activities, it is unlikely that any of these activities would, even if pursued, result in the realization of any value for the benefit of common shareholders. Our Board of Directors has authorized us to seek a court-ordered dissolution that would, if granted, result in the appointment of a receiver and the distribution of our remaining assets to our preferred shareholders.

· It is possible that there may be some funds remaining, after partial redemption of the Preferred Series B shares that began on or about August 15, 2007, to pay to the holders of the remaining fractional interest in the Preferred Series B stock at a later time; however, there is no guarantee that any such payment will be made. If such a future payment is made with respect to remaining Preferred Series B stock, it may not be significant. The Company does not anticipate having funds to be able to redeem, or otherwise pay the liquidation preference of, the Preferred Series B stock in full.2

-· 2After -partial redemption of the Preferred Series B shares that began on or about August 15, 2007, it is possible that there may be some funds remaining to pay to the holders of the remaining fractional interest in the Preferred Series B stock; however, there is no guarantee when or whether any such payment will be made. If such a future payment is made with respect to remaining Preferred Series B stock, it may not be significant. The Company does not anticipate having funds to be able to redeem, or otherwise pay the liquidation preference of, the Preferred Series B stock in full.

~~Table~~· Certain expenses continue to accrue even though the litigation is completed. See Item 3 “Legal Proceedings”; Item 5 “Market for Registrant’s Common Equity and Related Stockholder Matters”; Item 7 “Management’s Discussion and Analysis of ~~Contents~~Financial Condition and Results of Operations”; Item 11 “Executive Compensation”; Item 13 “Certain Relationships and Related Transactions” and Item 14 “Principal Accountant Fees and Services”.

· ~~There~~In ~~are~~addition ~~significant~~to ~~expenses~~the ~~that~~above ~~continue~~issues, towhile ~~accrue~~the ~~even~~Company ~~though~~has ~~the~~no ~~litigation~~reason isto ~~completed.~~believe ~~See~~that ~~Item~~there 3are ~~“Legal~~creditors ~~Proceedings”;~~or ~~Item~~other 5claimants ~~“Market~~against ~~for~~the ~~Registrant’s~~Company ~~Common~~of ~~Equity~~which ~~and~~it ~~Related~~is ~~Stockholder~~unaware, ~~Matters”;~~there ~~Item~~exists 7the ~~“Management’s~~possibility ~~Discussion~~that ~~and~~the ~~Analysis~~Company ofmay ~~Financial~~be ~~Condition~~subject ~~and~~to ~~Results~~claims of ~~Operations”;~~outside ~~Item~~parties, 11such ~~“Executive~~as ~~Compensation”;~~federal ~~Item~~regulatory 13agencies, ~~“Certain~~former ~~Relationships~~business ~~and~~associates ~~Related~~of ~~Transactions”~~the Bank and ~~Item~~the 14Company, ~~“Principal~~former ~~Accountant~~employees ~~Fees~~or retirees, and ~~Services”~~others.

· In addition to the above issues, there exists the possibility that all or a portion of the award received in the Claims Court Litigation may be subject to federal and state tax claims, as well as claims of other outside parties, such as federal regulatory agencies, former business associates of the Bank and the Company, former employees or retirees, and others. For example, the Federal Deposit Insurance Corporation (“FDIC”), on behalf of Old Stone Bank, may assert a claim to a portion of any tax savings realized by the Company from the use of any of its net operating losses. Based on consultation with tax advisors, the Company does not believe the award should be subject to tax claims.

All of the above risks should be taken into consideration in deciding whether to invest in any of our securities. There can be no guarantee that the securities will have any value.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES

During ~~2008~~2009, our administrative office was located at 2400 Financial Plaza, Providence, Rhode Island. Such office was leased on a month-to-month basis for no rental charge. The value of our leasing arrangement is considered immaterial and is not reflected in the Company’s financial statements.

ITEM 3. LEGAL PROCEEDINGS

We are not aware of any material pending legal proceedings to which we are a party or were a party during the fourth quarter of the fiscal year ended December 31, ~~2008~~2009. A description of the Claims Court litigation, which was concluded in March 2007, follows:

On January 29, 1993, the OTS declared the Bank insolvent and appointed the RTC as receiver. See Item 1 above, "Business-Background."

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On September 16, 1992, Old Stone Corporation and the Bank ("Plaintiffs") instituted a suit against the United States ("Defendant") in the U.S. Court of Federal Claims ("Claims Court"). In connection with certain government-assisted acquisitions by Plaintiffs in the 1980s, Defendant (through its agencies the Federal Home Loan Bank Board ("FHLBB") and the Federal Savings and Loan Insurance Corporation ("FSLIC")), in exchange for the Bank's purchasing certain assets and assuming certain liabilities of two FSLIC-insured thrift institutions supervised by FHLBB, agreed among other things to provide Plaintiffs with certain valuable capital credits and authorized Plaintiffs to treat those credits and supervisory goodwill created in the acquisitions as regulatory capital to be amortized over a period of 25 to 30 years on the Bank's financial statements. Furthermore, we entered into a Net Worth Maintenance Stipulation in which we agreed to maintain the net worth of the Bank at agreed upon regulatory levels, which included the capital credits and supervisory goodwill in the calculation thereof.

Following passage of the Financial Institutions Reform, Recovery, and Enforcement Act in 1989, the OTS (successor-in-interest to the FHLBB) required the Bank to discontinue treating these capital credits and supervisory goodwill as part of regulatory capital and caused the Bank to write-off immediately approximately $80 million of such capital credits and supervisory goodwill. Plaintiffs instituted the Claims Court Litigation, alleging breach of contract by the United States, which resulted in substantial injury to Plaintiffs, effected a taking of Plaintiffs' property without just compensation and unjustly enriched Defendant at the expense of Plaintiffs. Plaintiffs sought compensation for the damages caused by the breach, just compensation for the property taken and disgorgement of the amounts by which Defendant was unjustly enriched. Defendant filed a counterclaim against us for alleged breach of our net worth maintenance agreement. We filed an answer denying the allegations in the counterclaim.

Following the Bank Closing, the Bank's claims and our claims were split into two separate actions. Our claims were separate and distinct from the claims of the Bank. The FDIC served as receiver for the Bank and maintained the Bank's claims against Defendant until a settlement was reached in 2003, according to which the Bank’s claims were dismissed. In exchange for such dismissal, we agreed to allow the Bank to share in any tax benefits we received in the litigation or in any matters related thereto. On February 27, 1998, we filed a motion for summary judgment on liability, which Defendant opposed. This motion was denied by the Claims Court in May 2003 and the matter was set down for trial during May and June 2004. After hearing testimony and reviewing documentation presented at a three-week trial during May and June 2004, Judge Robert Hodges, Jr. issued a decision on November 18, 2004 awarding us $192.5 million. Defendant received no award on its counterclaim against us. Defendant appealed this decision to the U.S. Federal Circuit Court of Appeals. Oral argument was held by a three-Judge panel of the Federal Circuit Court on December 9, 2005. On May 25, 2006, the three-Judge panel issued its decision affirming in part and reversing in part the Claims Court award to us. In particular, the Court reversed Judge Hodges’ award of $118 million in restitution claims by Old Stone for capital contributions made by the Company to Old Stone Bank in 1984 and 1985 in connection with two acquisitions of supervisory thrifts, but left intact his award of $74.5 million for post-breach damages caused by Defendant.

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Table of Contents

We filed a Petition with the Federal Circuit Court on July 7, 2006, seeking either a rehearing by the three-Judge panel or a reexamination of the panel’s decision by the entire Circuit Court. The Defendant did not petition for reconsideration or rehearing. On September 21, 2006, our Petition was denied by the Federal Circuit Court.

On December 14, 2006, we filed a Petition for a Writ of Certiorari to the U.S. Supreme Court seeking a review of the Federal Circuit Court’s decision. Defendant filed a brief in opposition and the U.S. Chamber of Commerce filed an amicus curiae brief in support of our Petition. We filed our reply brief in February 2007. Our petition for certiorari of the Circuit Court’s decision to the U.S. Supreme Court was denied on March 19, 2007. The government has paid the Company the full amount owed of $74,563,000. The case is now concluded.4

On ~~October~~December 1714, ~~1997~~2006, we ~~Old~~filed ~~Stone~~a ~~Corporation~~Petition ~~and~~for ~~Arnold & Porter LLP (the "Firm") entered into~~ a ~~Retainer~~Writ ~~Agreement~~of ~~("Retainer~~Certiorari ~~Agreement") with respect~~ to the ~~Firm’s~~U.S. ~~representation~~Supreme ~~of us in the Claims~~ Court ~~Litigation. In~~seeking ~~the Retainer Agreement, the Firm was entitled to receive compensation in the form of~~ a ~~contingent~~review ~~incentive fee ("Incentive Fee") based on the dollar amount~~ of ~~any award received by us directly or through~~ the ~~FDIC,~~Federal asCircuit ~~receiver~~Court’s ~~for the Bank~~decision. Defendant Infiled ~~addition~~a tobrief ~~the~~in ~~Incentive~~opposition ~~Fee, the Firm was entitled to receive payment of its accrued fees~~ and ~~disbursements for legal services rendered by~~ the ~~Firm,~~U.S. ~~subject~~Chamber ~~to the following thresholds: For an award~~ of ~~between~~Commerce $1filed ~~and $30 million, such fees were capped at $500,000; for~~ an ~~award~~amicus ~~greater~~curiae ~~than~~brief ~~$30 million up to $60 million, such fees were capped at $1,000,000; and for an award greater than $60 million up to $100 million, such fees were capped at $1,500,000. For an award~~ in ~~excess~~support of ~~$100~~our ~~million, there was no cap on such fees~~Petition. In We ~~light~~filed ofour ~~the~~reply ~~final~~brief ~~award, accrued and unpaid fees~~ in ~~the~~February ~~litigation were capped at $1~~2007.5 ~~million~~Our ~~and~~petition ~~disbursements~~for ~~were~~certiorari ~~approximately $600,000. After payment~~ of ~~accrued fees and disbursements,~~ the ~~Incentive~~Circuit ~~Fee~~Court’s ~~would~~decision ~~be paid. The Incentive Fee increased from 10%~~ to ~~25% of~~ the ~~award~~U.S. inSupreme Court ~~various~~was ~~increments,~~denied ~~depending~~ on ~~the~~March ~~amount~~19, ~~recovered by us in the litigation~~2007. ~~For~~ anThe ~~award~~government ofpaid ~~between $1 and $25 million (or~~ the ~~first~~Company ~~$25 million of any larger award),~~ the ~~Firm~~full ~~would~~amount ~~receive~~owed ~~an Incentive Fee equal to 10%~~ of ~~such sum; for an award greater than~~ $25 million up to $50 million (or for that portion of any larger award that is greater than $25 million and up to $50 million), the Firm would receive an Incentive Fee equal to 15% of such sum; for an award greater than $50 million up to $100 million (or for that portion of any larger award that is greater than $50 million and up to $100 million), the Firm would receive an Incentive Fee of 20% of such sum; and for the portion of any award greater than $100 million, the Firm would receive 25% of such sum. Based on the $74.,563 ~~million award~~, ~~the Firm’s fee was ultimately approximately $13~~000.~~225 million. This~~ ~~amount~~The ~~was~~case ~~paid~~is innow ~~the second quarter of 2007~~concluded.

~~See~~Under our ~~also~~1997 ~~Item~~Retainer 11Agreement with Arnold & Porter LLP (the “Firm”), the Firm was entitled to receive compensation in the form of a contingent incentive fee (the "~~Executive~~Incentive ~~Compensation~~Fee") based on the dollar amount of any award received by us directly or through the FDIC, as receiver for athe ~~discussion~~Bank. In addition to the Incentive Fee, the Firm was entitled to receive payment of its accrued fees and disbursements for legal services rendered by the Firm, subject to certain thresholds depending on the amount awarded. In light of the final award, accrued and unpaid fees in the litigation were capped at $1.5 million and disbursements were approximately $600,000. After payment of accrued fees and disbursements, the Incentive Fee would be paid. The Incentive Fee increased from 10% to 25% of the ~~Litigation~~award ~~Management~~in ~~Committee~~various increments, depending on the amount recovered by us in the litigation. For an award of between $1 and $25 million (or the ~~Board~~first $25 million of ~~Directors~~any inlarger ~~connection~~award), ~~with~~the Firm would receive an Incentive Fee equal to 10% of such sum; for an award greater than $25 million up to $50 million (or for that portion of any larger award that is greater than $25 million and up to $50 million), the ~~Claims~~Firm ~~Court~~would ~~Litigation~~receive an Incentive Fee equal to 15% of such sum; for an award greater than $50 million up to $100 million (or for that portion of any larger award that is greater than $50 million and up to $100 million), the Firm would receive an Incentive Fee of 20% of such sum; and for the portion of any award greater than $100 million, the Firm would receive 25% of such sum. Based on the $74.563 million award, the Firm’s fee was ultimately approximately $13.225 million. This amount was paid in the second quarter of 2007.

In April 2012, after evaluation of the Company’s strategic options, the Company’s Board of Directors authorized its Executive Committee and the Company’s officers to seek to initiate, and to join in the filing of, a petition against the Company in the Rhode Island Superior Court by a holder of the Company’s common stock (which holder may be a current officer or director of the Company), seeking the appointment of a receiver and an order of liquidation of the Company from the court, with a view toward the orderly winding up of the Company. If such a petition is filed, the Company intends to cooperate with the petitioning stockholder and seek an order of dissolution from the court.

ITEM 4. [REMOVED AND RESERVED]

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PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our Common Stock ~~trades~~is not listed on any securities exchange. From time to time, it may trade on the over-the-counter market under the symbol OSTN. PK. At December 31, ~~2008~~2009, there were approximately 39,~~704~~ 690 common shareholders of record. High and low stock prices of our Common Stock for the fiscal year ~~2008~~2009 and for fiscal year ~~2007~~2008 were:

2008	~~High~~	High	~~Low~~	Low
First Quarter	$	.05	$	.035
Second Quarter		.04		.035
Third Quarter		.045		.035
Fourth Quarter		.05		.02
2007	High		Low
2009		High		Low
First Quarter	$	.9305	$	.1202
Second Quarter		.2002		.~~085~~02
Third Quarter		.1102		.0402
Fourth Quarter		.0503		.~~035~~02

Pursuant to the terms of our Cumulative Voting Convertible Preferred Stock, Series B (the “Preferred Stock”), we were required to begin redeeming one-tenth of the Preferred Stock as of February 2002 and to continue such redemption for each of the subsequent nine years until completed. This obligation requires us to redeem 10% of the shares of Preferred Stock at $20.00 per share each such year. At the time of any such redemption, in addition to paying the stated value of such stock, we must pay all accrued and unpaid dividends on such shares being redeemed. We discontinued dividends to holders of the Preferred Stock during the fourth quarter of 1991 and, during the pendency of the Claims Court Litigation, we were unable to pay any dividends on such stock. As a result of our failure to pay dividends on the Preferred Stock for more than four quarters, the holders of the Preferred Stock collectively are entitled to elect a number of directors of the Company constituting twenty percent (20%) of the total number of our directors at the next meeting of stockholders at which directors are to be elected. Until the aggregate deficiency is declared and fully paid on the Preferred Stock, we may not declare any dividends or make any other distributions on or redeem the Common Stock. The total amount of ~~the~~accumulated ~~arrearage~~and unpaid dividends as of December 31, ~~2008~~2009 was $2.~~670~~825 million, after taking into account the accrued dividends paid on the portion of the Preferred Stock that was called for redemption in 2007, as described below.

On May 31, 2007, our Board of Directors approved a partial redemption of the Preferred Stock following resolution of the Claims Court Litigation. Pursuant to Section 3 of the Certificate establishing the terms of the Preferred Stock (the “Certificate”), we called for redemption a total of 982,467.44 of the outstanding shares of Preferred Stock on August 15, 2007 (“Redemption Date”). The stock transfer books of the Company were closed with respect to the Preferred Stock as of 5:00 p.m. on July 31, 2007, and reopened on the first business day following the Redemption Date.

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~~Table~~The redemption price was $54.35 for each 0.9384 share of ~~Contents~~the Preferred Stock held (representing 0.6 shares of Preferred Stock redeemed at $20 per share under Section 3.2 of the Certificate, and 0.3384 shares of Preferred Stock redeemed at $20.32 per share under Section 3.1 of the Certificate, plus in each case accrued dividends thereon through the Redemption Date). This redemption price is equivalent to $57.92 for every full share redeemed. Payment was made on a pro rata basis to all Preferred Stock shareholders of record, such that for every share held by any such shareholder, 0.9384 shares of Preferred Stock were redeemed and 0.0616 shares remain outstanding. Although the Certificate would have permitted the redemption of full shares chosen by random drawing, the Board determined that a redemption of a fraction of each share on a pro rata basis was the fairest approach to all of its stockholders. As of December 31, 2009, an amount of $50,786,315 had been paid to shareholders of the Preferred Stock who had exchanged 876,874 shares of the Preferred Stock.

The redemption price was $54.35 for each 0.9384 share of the Preferred Stock held (representing 0.6 shares of Preferred Stock redeemed at $20 per share under Section 3.2 of the Certificate, and 0.3384 shares of Preferred Stock redeemed at $20.32 per share under Section 3.1 of the Certificate, plus in each case accrued dividends thereon through the Redemption Date). This redemption price is equivalent to $57.92 for every full share redeemed. Payment was made on a pro rata basis to all Preferred Stock shareholders of record, such that for every share held by any such shareholder, 0.9384 shares of Preferred Stock were redeemed and 0.0616 shares remain outstanding. Although the Certificate would have permitted the redemption of full shares chosen by random drawing, the Board determined that a redemption of a fraction of each share on a pro rata basis was in the best interest of its stockholders. As of December 31, 2008, an amount of $50,659,950 had been paid to shareholders of the Preferred Stock who had exchanged 874,654 shares of the Preferred Stock.

Payment for the shares of Preferred Stock submitted for redemption has been made upon receipt of the share certificates representing the Preferred Stock and a Letter of Transmittal, completed and executed as set forth therein, beginning August 15, 2007. Other than the right to receive these cash payments, all rights and preferences as to the redeemed shares, including accrual of dividends, ceased on and after August 15, 2007.

Each shareholder of record of the Preferred Stock was mailed a copy of the Letter of Transmittal, with instructions, as soon as practicable after the stock transfer books were closed on July 31, 2007. Questions and requests for assistance or additional copies of the Letter of Transmittal should be directed to Wells Fargo Bank, N.A., as paying and redemption agent, 625 Marquette Avenue, MAC N93111-110, Minneapolis, MN 55479, telephone 1-866-631-0175 (toll free). The Notice of Redemption with the above information was sent to all shareholders of record as of June 27, 2007. A further mailing was sent on February 29, 2008 to all shareholders who did not respond to the first mailing. The paying and redemption agent sent due diligence letters again to unresponsive stockholders in 2011 in preparation for payment to the stockholders’ states of last known address under state unclaimed property laws.

We did not sell any securities within the past three years which were not registered under the Securities Act of 1933, as amended, nor have we repurchased any shares of our Common Stock during the three months ended December 31, ~~2008~~2009.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Background and Context for Management Discussion of Results of Operations

Since December 31, 2001, we have had no material operations other than management of the Claims Court Litigation described in, among other places, Part I, Item 3 “Legal Proceedings” the partial redemption of the award received in the Claims Court Litigation and the exploration and evaluation of other potential business activities. The ultimate outcome of the Claims Court Litigation, the amount received in the award, expenses associated with the litigation, and the partial redemption of our preferred stock associated with it are described elsewhere in this Annual Report on Form 10-K and in our prior filings with the Securities and Exchange Commission.

In conjunction with this court award, our results of operations for the fiscal year ended December 31, 2007 reflected the proceeds from the Litigation of $74.6 million and interest income of $1.14 million, partially offset by cumulative litigation-related expenses, interest expense, cumulative directors’ fees, cumulative shareholder expenses and other professional fees. After deduction of these expenses, our net revenue for the year ended December 31, 2007 was $59.1 million, with net revenue available for common shareholders of $57.8 million, or $6.97 per share. All of these amounts, except a significantly smaller amount of interest income, were of a non-recurring nature, and the great majority of the net proceeds from the Claims Court Litigation were used to effect a partial redemption of our Preferred Stock, as described in Part II, Item 5 “Market for the Registrant’s Common Equity and Related Stockholder Matters”.

All of these amounts, except a significantly smaller amount of interest income, were of a non-recurring nature, and the great majority of the net proceeds from the Claims Court Litigation were used to effect a partial redemption of our Preferred Stock, as described in Part II, Item 5 “Market for the Registrant’s Common Equity and Related Stockholder Matters”.

Remaining litigation-related proceeds are not expected to be sufficient to redeem or otherwise pay the liquidation preference of our remaining Preferred Stock in full.

~~Comparison~~Since January 1, 2008, the beginning of the ~~Twelve~~periods ~~Month~~presented ~~Period~~in ~~Ended~~the ~~December~~financial 31statements included in this Annual Report, our activities have been limited to the administration of the preferred stock redemption process and evaluation of other potential business activities. We have not to date identified any potential business activities that would be in the best interest of the Company and its stockholders, and our Board of Directors is currently exploring the most expeditious manner in which the Company may be liquidated in an orderly and expeditious manner. Since January 1, 2008, ~~versus~~our income has consisted exclusively of interest income on our cash balances. Those cash balances have consisted of (i) a trustee account within which the $56.9 million was deposited in 2007: for the purpose of effecting a partial redemption of our Preferred Stock, of which a portion remained pending the identification of lost stockholders and pending the escheatment of the balance to the states of last known address; and (ii) an operating reserve established at the time of the redemption in order to cover potential liabilities and ongoing expenses.

AsComparison ~~indicated above, notwithstanding its nature as recovery~~ of ~~invested~~Twelve ~~capital,~~Month ~~the~~Period ~~receipt~~Ended ofDecember $74.563 million from the Claims Court Litigation in 2007 was treated as current income under generally accepted accounting principles. This one-time award did not reflect any recurring source of income. Similarly31, ~~expenses~~2009 versus in 2007 were largely comprised of litigation related expenditures that were payable only upon receiving a court award and were not accrued before the award. All of these expenses were cumulative over a period of many years, and some expenses, besides being contingent, included a contingency premium. Consequently, comparisons of year over year results between like periods of 2008 ~~and 2007 are not meaningful or relevant.~~:

~~Revenues~~As indicated above, revenues of approximately $128 thousand for the year ~~ending~~ended December 31, 2008 were generated primarily from two sources: first, interest income from the investment of a portion of the net litigation proceeds which is now maintained as an operating reserve; and second, interest income from funds remaining in a trustee account within which $56~~,900,000~~.9 million was deposited in 2007 for the purpose of effecting a partial redemption of our Preferred Stock. As of December 31, 2008, approximately 89% of the shares of Preferred Stock called for redemption had been redeemed from that trustee account.

Revenues of approximately $4 thousand for the year ended December 31, 2009 also reflected interest income from the two sources noted above. The decline in this category of income is due to a significant decline in interest rates available on invested amounts in both the escrow and reserve amounts beginning in the last quarter of 2008. As of December 31, 2009, approximately 89% of the shares of Preferred Stock called for redemption had been redeemed from that trustee account.

Funds in the trustee account described above are held in a money market deposit arrangement which is fully collateralized by short-term U.S. Treasury and Agency securities.

-Expenses 8for -the years ended December 31, 2008 and 2009 are the result of recurring expenditures for professional fees relating to legal, tax and accounting services, shareholder accounting services, directors’ fees and an insurance policy. While these expenses are periodic and recurring, they are not incurred every month, and are paid on a current basis as they are received. None of these expenses are contingent or cumulative as they had been in 2007.

~~Table~~The largest component of ~~Contents~~expense for the fiscal year 2009 was shareholder related data processing fees of $81 thousand compared to $80 thousand in this category for 2008. The second largest component of operating expense is directors’ fees which totaled $60 thousand in 2009 and $61 thousand in 2008. We also accrued $60 thousand in compensation expense for 2009 with respect to the payments described under Item 11 “Executive Compensation” below, reflecting two-thirds of the payments authorized in late 2011 and early 2012 for services rendered from 2008 through 2010.

~~Expenses~~Taking our interest income and our expenses into account, our net loss for the year ended December 31, ~~2008~~2009 ~~are~~was ~~the~~approximately ~~result~~$274 ofthousand, ~~recurring~~and ~~expenditures~~compared ~~for~~to ~~professional~~a ~~fees~~net ~~relating~~loss tofor the ~~legal,~~year ~~tax~~ended ~~and~~December ~~accounting services~~31, ~~shareholder~~2008 ~~accounting~~of ~~services,~~approximately ~~directors’~~$152 ~~fees~~thousand. ~~and~~Net anincome ~~insurance~~available ~~policy. While~~for ~~these~~common ~~expenses~~shareholders ~~are~~for ~~periodic~~the ~~and~~year ~~recurring~~ended December 31, ~~they~~2009 ~~are~~was ~~not~~a ~~incurred~~loss ~~every~~of ~~month~~$429 thousand, ~~and~~or ~~are~~approximately ~~paid~~$0.05 onper acommon ~~current~~share, ~~basis~~compared asto ~~they~~a ~~are~~net ~~received. None~~loss of ~~these~~$307 ~~expenses~~thousand, or ~~are~~approximately ~~contingent~~$0.04 orper ~~cumulative~~common asshare, ~~they~~for ~~were~~the inyear ~~2007~~2008.

More specifically, comparisons of various categories of revenue and expense for 2008 and 2007 are as follows. Interest income was $128 thousand for the year ended December 31, 2008 compared to $1.145 million in 2007. The decline in this category of income is due to two factors. First, redemption of approximately 89% of the preferred shares in escrow has reduced the balances that earn interest by approximately $50.6 million. Second, interest rates available on invested amounts in both the escrow and reserve accounts were significantly lower in 2008 compared to 2007, since short term interest rates applicable to U.S. Treasury and Agency backed funds had lower yields by approximately 3% for the year 2008 compared to that period of time they were invested in 2007.

The largest component of expense for the fiscal year 2008 was professional fees of $102 thousand compared to $594 thousand in this category for 2007.

Net income for the year 2008 was an operating loss of $151 thousand compared to net income of $59.124 million in 2007. Net income available for common shareholders for the year ended December 31, 2008 was a loss of $306 thousand, or approximately $.04 per common share, compared to net income of $57.790 million, or approximately $6.97 per common share for the year 2007.

Liquidity and Capital Resources

At December, 31, ~~2008~~2009, we had $87.07 million in assets, $6.2 million in total liabilities, $1.3 million in redeemable preferred stock, and a stockholder's equity of $~~471~~197,000, compared to $8.50 million in assets, $6.62 million in total liabilities, $1.3 million in redeemable preferred stock and stockholder’s equity of $~~623~~471,000 at December 31, ~~2007~~2008.

OnFrom ~~September 26,~~ 2003, weuntil ~~entered~~its repayment ~~into~~following ~~a $250,000 Revolving Credit Loan with ConReal, LLC, in order to draw on~~ the ~~line to pay operating expenses pending the outcome of the~~ Claims Court Litigation~~. Any~~ ~~amounts drawn were to be repaid only upon receipt of a sufficient monetary~~ award ~~in such litigation. Interest on any unpaid outstanding balance accrued at 15% per annum. An incentive~~ payment, ~~was~~we ~~due~~had ~~to ConReal based on~~ a ~~formula~~revolving ~~beginning~~line atof ~~1.5~~credit ~~times~~with ~~principal~~ConReal, ~~and reaching as high as 4 times principal~~LLC, ~~depending on the level of award received~~ in ~~such~~order ~~litigation. Given that the Claims Court Litigation resulted in an award of $74,563,000, ConReal was entitled~~ to cover aoperating ~~multiple of two times principal~~expenses. On June 5, 2007, we paid ~~ConReal~~the ~~$543,945. There is no~~ remaining balance on the credit line and the line has been closed. We currently have no access to credit, and our ongoing expenses are paid with cash on hand.

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~~Table~~We had $1.3 million in cash and cash equivalents as of ~~Contents~~December 31, 2009, excluding unclaimed amounts held in the escrow account relating to the 2007 redemption of our Series B Preferred Stock. Our assets are currently being invested short-term, and expenses have been reduced to a level that management believes is commensurate with our current activities pending payment of all obligations. See "Current Operations" above.

Our assets are currently being invested short-term, and expenses have been reduced to a level that management believes is commensurate with our current activities pending payment of all obligations. See "Current Operations" above.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our audited Financial Statements for the fiscal years ended December 31, ~~2008~~2009 and ~~2007~~2008 are filed as Exhibit 99 to this report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure controls and procedures

As of the end of the period covered by this report, the Company carried out an evaluation, with the participation of its President and Treasurer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934. Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. ~~During~~ During the year ended December 31, 2007, the Company’s receipt of the award under the Claims Court Litigation described elsewhere in this report, and its subsequent redemption of a portion of its outstanding preferred stock, resulted in the Company not being eligible to qualify as an “inactive registrant” under Rule 3-11 of Regulation S-X for the fiscal year, and as a result the Company was required to engage an auditor to audit its financial statements for such fiscal year for the first time in recent years. ~~The~~ With no employees, the Company was unable to complete the audit process in the time periods specified in the Commission’s rules and forms for the filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2007. In addition, the Company has been unable to file periodic reports due after the 2007 Form 10-K (including this report) within the time periods specified in the Commission’s rules and forms. As a result of these delays, and based upon the evaluation described above, the Company’s President and Treasurer concluded that the Company’s disclosure controls and procedures were not effective as of the end of the period covered by this report.

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Management’s report on internal control over financial reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting is defined as a process designed by, or under the supervision of, the Company’s executive officers and effected by its board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Under the supervision and with the participation of the Company’s management, including its executive officers, the Company assessed, as of December 31, ~~2008~~2009, the effectiveness of its internal control over financial reporting. The assessment was based on criterial established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. As noted elsewhere in this report, the Company has had no operations in recent years other than the management of the Claims Court Litigation. Since the conclusion of the litigation, its only business has been to distribute the funds received and to explore or evaluate other potential business activities. The Company has no full-time employees. In light of the Company’s limited activity and resources, its systems and procedures relating to internal control over financial reporting are neither extensive nor complex. In the process of conducting its assessment for the fiscal year ended December 31, 2007 and subsequent years, in connection with the filing of its Annual Report on Form 10-K for such ~~year~~years, management identified a material weakness, within the meaning of applicable accounting standards, in its internal control over financial reporting, in that it lacks sufficient personnel with accounting knowledge, expertise and training in the application of generally accepted accounting principles in light of the complexities of reporting and disclosing transactions in accordance with such principles. Given its lack of resources, the Company has been unable to remediate that material weakness during the year ended December 31, ~~2008~~2009. Based on the assessment described above, in light of this material weakness, the Company’s management concluded that its internal control over financial reporting as of December 31, ~~2008~~2009 was not effective.

This Annual Report on Form 10-K does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.

There has been no change in the Company’s internal control over financial reporting during the most recent fiscal quarter covered by this Annual Report on Form 10-K that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

Not applicable.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth certain information concerning our directors. See "Market for the Registrant's Common Equity and Related Stockholder Matters" for a discussion of the right of the holders of our Preferred Stock to elect 20% of our directors.

The Directors serve until the end of their term or until such time as a successor is elected. No election of Directors by stockholders has been held since 1992. Ages are given as of the date of the filing of this Annual Report.

Name	Age	Principal Occupation
Name Howard W. Armburst	Age 84	Principal Occupation Retired former Chairman, Vargas Manufacturing (jewelry manufacturer)
Howard W. Armburst	82	Retired former Chairman, Vargas Manufacturing (jewelry manufacturer)
John E. Bucci, Jr.	55	President and Treasurer, Old Stone Corporation since December 2011; certified public accountant in private practice
Bernard V. Buonanno, Jr.	7274	Managing Director, Riparian Partners (a division of Oppenheimer & Co. Inc., an investment firm); Chairman of Old Stone Corporation ~~since~~from 1993 until 2011; Director, A.T. Cross Company; Partner, Edwards Angell Palmer & Dodge LLP (law firm); ~~Partner,~~until ~~Riparian~~December ~~Partners (investment firm); Director, A.T. Cross Company~~2010
Robert E. DeBlois	7678	Retired ~~former~~as Chairman of Care New England Health System and as trustee of Butler Hospital, each in 2011. Former Chairman of DB Companies, Inc. and its subsidiaries (gasoline and convenience store chain); re
Thomas P. Dimeo	7981	~~Chairman~~Retired. Former chairman, The Dimeo Group of Companies (construction industry)
Thomas F. Hogg	62	Treasurer of Old Stone Corporation since 2002; Chief Financial Officer, R.I. Housing & Mortgage Finance Corporation (state chartered housing finance agency)
Beverly E. Ledbetter	68	Vice President and General Counsel, Brown University (institution of higher education)
Beverly E. Ledbetter	66	Vice President and General Counsel, Brown University (institution of higher education)
Winfield W. Major	62	Secretary of Old Stone Corporation since 2002; Vice President & General Counsel, Sperian Protection USA, Inc. since June 1998 (safety products manufacturing company)

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Winfield W. Major	64	Secretary of Old Stone Corporation since 1998; General Counsel, Honeywell Safety Products—Americas since January 2011 (safety products manufacturing company); Vice President & General Counsel, Sperian Protection USA, Inc. from June 1998 to January 2011 (safety products manufacturing company)

A. Michael Marques	65	Retired. Former Director, State of R.I. Department of Business Regulation from January 2005 through January 2011 (government business regulator)

James V. Rosati	61	President of Beacon Mutual Insurance Co. since January 2007; President, Old Stone Corporation 2002-2011; Partner, Riparian Partners LLC from 2006-2007 (investment firm); President, Astoria Consulting, Inc. from January 2004 to January 2007 (business consulting); prior to 2004, Consultant, Cookson America, Inc. (from 2001)

Alfred J. Verrecchia	69	President and Chief Executive Officer, Hasbro, Inc. (toy manufacturer) from May 2003 to May 2008; prior to May 2003, President and Chief Operating Officer since August 2000. Director, Hasbro, Inc., since 1992 (Chairman since 2008); Director, Iron Mountain Incorporated, since 2010; former Director, CVS Caremark Corporation (2004-2007) and FGX International Holdings Limited (2009-2010).

A. Michael Marques	63	Director, State of R.I. Department of Business Regulation since January 2005 (government business regulator); prior to that date, Senior Vice President, First Trade Union Bank since June 1999 (banking institution)
James V. Rosati	59	President of Beacon Mutual Insurance Co. since January 2007; President, Old Stone Corporation since 2002; Partner, Riparian Partners LLC from 2006-2007 (investment firm); President, Astoria Consulting, Inc. from January 2004 to January 2007 (business consulting); prior to 2004, Consultant, Cookson America, Inc. (from 2001)
Alfred J. Verrecchia	67	President and Chief Executive Officer, Hasbro, Inc. (toy manufacturer) from May 2003 to May 2008; prior to May 2003, President and Chief Operating Officer since August 2000. Director, Hasbro, Inc.; Director, FM Global

Corporate Governance

Because we have no present business activities, we do not have an audit, compensation or nominating committee, nor have we adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. In addition, the Board of Directors has not considered whether and which of its directors are independent directors, and has not determined whether any of its members would be an audit committee financial expert as defined in the SEC's rules and regulations. The day-to-day activities of the Company are conducted through its Executive Committee, which is comprised of Messrs. Buonnano, Hogg (until his death in 2011), Major and Rosati.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 (as amended, the "Exchange Act") requires our directors, officers and persons who beneficially own more than ten percent (10%) of our Common Stock (each, a "Reporting Person") to file reports of ownership and changes of ownership with the Securities and Exchange Commission. Copies of all filed reports are required to be furnished to the Company pursuant to Section 16(a) of the Exchange Act. The Company believes that each Reporting Person complied with all applicable filing requirements during its fiscal year ended December 31, ~~2008~~2009.

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ITEM 11. EXECUTIVE COMPENSATION

Executive Compensation

None of our officers received any current compensation for his service to us for work performed during the fiscal year 2009, other than the normal director compensation described below. In December 2011 and April 2012, the Board of Directors authorized payments to four members of our Board of Directors who also served as officers of the corporation or served in similar functions over the prior years without compensation for such services. The payments were authorized and made in recognition of the time commitment that the four members had made in overseeing the remaining operations and activities of the Company during the years 2008 through 2010.

Total cash payments authorized in December 2011 and April 2012, in recognition of services performed from 2008 through 2010, were as follows: James V. Rosati, former President ($15,000); Bernard V. Buonanno, Jr., former Chairman ($15,000); Winfield W. Major, Corporate Secretary ($25,800); and the estate of Thomas F. Hogg, former Chief Financial Officer ($32,250). Although the payments were authorized and made in 2011 or 2012, as applicable, a portion of these payments (approximately one-third) could be considered to have been paid in connection with services rendered during fiscal year 2009.

Compensation of Board of Directors

For the year ~~2008~~2009, each Board member received $5,000 as an annual retainer and $500 per meeting of the Board and Executive Committee. There were no meetings of the full Board of Directors and five meetings of the Executive Committee in ~~2008~~2009. ~~Fees~~ ~~for one Executive Committee meeting in late 2007 were also paid in 2008.~~ Total compensation paid to Board members during the year ~~2008~~2009 is summarized in the table below:

Name	Fees earned or paid in cash ($)	~~Fees~~All ~~earned~~other orcompensation ~~paid in cash~~ ($)	Total ($)	~~All other compensation ($)~~		~~Total ($)~~
Howard W. Ambrust			5,000		--		5,000
Howard W. Armbrust	5,000	--	5,000
Bernard V. Buonanno, Jr.	7,500	--	87,~~000~~500		--		~~8,000~~
Robert E. DeBlois	5,000	--	5,000		--		~~5,000~~
Thomas P. Dimeo	5,000	--	5,000		--		~~5,000~~
Thomas F. Hogg			8,000		--		8,000
Thomas F. Hogg(a)	7,500	--	7,500
Beverly E. Ledbetter	5,000	--	5,000		--		~~5,000~~
Winfield W. Major	7,500	--	87,~~000~~500		--		~~8,000~~
A. Michael Marques	5,000	--	5,000		--		~~5,000~~
James V. Rosati	7,500	--	7,~~000~~500		--		~~7,000~~
Alfred J. Verrecchia	5,000	--	5,000		--		~~5,000~~

From January 1993 through the completion of the Claims Court Litigation in 2007, the Company did not pay currently any member of its Board of Directors either the annual fee of $5,000 per year or meeting fees of $500 per meeting. Based on (a) ~~resolution of the Board dated June 12, 1998, the Board voted to pay such funds at the conclusion of the litigation, provided that the Company received at least $50 million in the litigation~~Mr. ~~Based~~ onHogg ~~the~~served ~~award~~as ofdirector ~~$74.563 million~~ and ~~based~~Treasurer until onhis ~~attendance~~death ofin ~~directors at various meetings of the Board and Executive Committee during that time, the Board members were paid $844,129 cumulatively for their service from 1993 through 2006~~2011. ~~This amount included payments to beneficiaries of two former directors, Allen H. Howland and Richmond Viall, Jr., who died during the pendency of the litigation.~~

On October 23, 1998, the Company’s Board of Directors adopted a resolution establishing a Litigation Management Committee (“Committee”) to effectively prosecute the Claims Court Litigation. This Committee was established in order to manage the litigation, including working with our outside attorneys, responding to discovery requests, providing documentary evidence and testimony, and handling all day-to-day aspects of the case, subject to the ultimate authority of the Board to approve any major strategic decision in the case, including settlement, appeal or withdrawal of the suit. Four members of the Board were appointed to this Committee: Bernard V. Buonanno, Jr., Thomas F. Hogg, Winfield W. Major and James V. Rosati.14

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In consideration for their efforts in serving on the Committee, the members collectively were entitled to receive compensation of between $800,000 and $2,200,000, the minimum being contingent upon the Company’s achieving an award of at least $50 million in the Claims Court Litigation and then higher sums up to the maximum, depending on the Company progressively receiving certain levels of awards, whether by judgment or settlement. Based on the award of $74.563 million, the Committee members collectively received $922,815 in June 2007.

The members of the Committee were reimbursed currently for their reasonable out-of-pocket expenses in connection with the litigation. The members of the Committee were not to be liable to us for the services they rendered in this regard unless they acted with deliberate intent to injure, or with reckless disregard for the best interests of, Old Stone Corporation or its shareholders. Lastly, the members of the Committee were to be indemnified by us with respect to any damages they incurred as a result of any action, suit or other proceeding arising out of or relating to the Claims Court Litigation (subject to the same caveat set forth in the previous sentence). The Claims Court Litigation having been completed, the Litigation Management Committee has been discontinued.

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

Principal Stockholders of Old Stone Corporation

The following table sets forth information as to the only persons known to us to be beneficial owners of more than five percent (5%) of any class of outstanding voting securities.

Name and Address of Beneficial Owner			Common Stock							Preferred Stock
	Sole Voting and Dispositive Power		Shared Voting and Dispositive Power		Percentage			Sole Voting and Dispositive Power		Shared Voting and Dispositive Power		Percentage

Manticore Properties, LLC (1)		1,394,197		0		16.8	%		18,416		0		28.6	%

Manticore Properties II, LP (1)		455,203		0		5.5	%		4,936		0		7.7	%

Mantpro, LLC (1)		0		455,203		5.5	%		0		4,936		7.7	%

Gotham Partners, L.P. (1)		564,339		1,394,197		23.6	%		2,547		18,416		32.5	%

Gotham Partners III, L.P. (1)		56,277		1,394,197		17.5	%		270		18,416		29.0	%

Gotham International Advisors, L.L.C. (1)		724,661		0		8.7	%		10,835		0		16.8	%

Gotham Holdings II, L.L.C. (1)		0		1,394,197		16.8	%		0		18,416		28.6	%

William A. Ackman		0		3,194,677		38.5	%		0		37,004		57.4	%

David P. Berkowitz		0		2,739,474		33.0	%		0		32,068		49.7	%

(1) This information with respect to beneficial ownership is based upon information contained in the Schedule 13D/A filed on February 15, 2008 by Gotham Partners, L.P., a New York limited partnership (“Gotham”), Gotham Partners II, L.P., a New York limited partnership (“Gotham II”), Gotham Partners III, L.P., a New York limited partnership (“Gotham III”), (together the “Funds”), Manticore Properties, LLC, a Delaware limited liability company (“Manticore”), Gotham International Advisors, L.L.C., a Delaware limited liability company (“Gotham Advisors”), Mantpro, LLC, a Delaware limited liability company (“Mantpro, LLC”), Manticore Properties II, L.P. (“Manticore II”), Gotham Holdings II, L.L.C., a Delaware limited liability company (“Holdings II”), Mr. William A. Ackman (“Ackman”) and Mr. David Berkowitz (“Berkowitz”). The address of such persons is c/o Gotham Partners Management Co., LLC, 110 East 42nd Street, New York, NY 10017.

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According to the Schedule 13D/A, these persons own shares of our Common Stock and Preferred Stock as follows:

Manticore beneficially owns 1,394,197 shares of Common Stock or 16.8% of the outstanding Common Stock and 18,416 or 28.6% of the outstanding Preferred Stock. The sole power to vote or direct the voting of and the power to dispose or direct the disposition of, such shares is held by Manticore.

Manticore II beneficially owns 455,203 shares of Common Stock or 5.5% of the outstanding Common Stock and 4,936 shares of Preferred Stock or 7.7% of the outstanding Preferred Stock. The sole power to vote or direct the voting of and the power to dispose or direct the disposition of, such Shares is held by Manticore II.

Gotham, Ackman, Berkowitz, Gotham III, Holdings II and Mantpro, LLC have sole and/or shared power to vote or direct the voting of and the power to dispose or direct the disposition of, such shares as described below.

Gotham beneficially owns an aggregate of 1,958,536 shares or 23.6% of the outstanding Common Stock, of which (i) 564,339 shares of Common Stock are directly owned by Gotham, and (ii) 1,394,197 shares of Common Stock are indirectly owned by Gotham through Manticore. Gotham beneficially owns an aggregate of 20,963 shares or 32.5% of the outstanding Preferred Stock, of which (i) 2,547 shares of Preferred Stock are directly owned by Gotham, and (ii) 18,416 shares of Preferred Stock are indirectly owned by Gotham through Manticore. Gotham III beneficially owns an aggregate of 1,450,474 shares or 17.5% of the outstanding Common Stock, of which (i) 56,277 shares of Common Stock are directly owned by Gotham III, and (ii) 1,394,197 shares of Common Stock are indirectly owned by Gotham III through Manticore. Gotham III beneficially owns an aggregate of 18,686 shares or 29.0% of the outstanding Preferred Stock, of which (i) 270 shares of Preferred Stock are directly owned by Gotham III, and (ii) 18,416 shares of Preferred Stock are indirectly owned by Gotham III through Manticore.

Gotham Partners International, Ltd. (“Gotham International”) owns 724,661 shares of Common Stock or 8.7% of the outstanding Common Stock and 10,835 shares of Preferred Stock or 16.8% of the outstanding Preferred Stock. The sole power to vote or direct the voting of and the power to dispose or direct the disposition of such shares is held by Gotham Advisors.

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Holdings II beneficially owns an aggregate of 1,394,197 or 16.8% of the outstanding Common Stock, which are indirectly owned by Holdings II through Manticore. Holdings II beneficially owns an aggregate of 18,416 shares or 28.6% of the outstanding Preferred Stock, which are indirectly owned by Holdings II through Manticore.

Mantpro, LLC indirectly through Manticore II, beneficially owns 455,203 shares of Common Stock or 5.5% of the outstanding Common Stock and 4,936 shares of Preferred Stock, or 7.7% of the outstanding Preferred Stock. The sole power to vote or direct the voting of and the power to dispose or direct the disposition of such shares is held by Manticore II.

Ackman beneficially owns an aggregate of 3,194,677 shares of Common Stock or 38.5% of the outstanding Common Stock which are indirectly owned by Ackman through each of Manticore, Gotham, Gotham III, Gotham International, Holdings II, Mantpro, LLC and Manticore II. Ackman beneficially owns an aggregate of 37,004 shares of Preferred Stock or 57.4% of the outstanding Preferred Stock which are indirectly owned by Ackman through each of Manticore, Gotham, Gotham III, Gotham International, Holdings II, Mantpro, LLC and Manticore II.

Berkowitz beneficially owns an aggregate of 2,739,474 shares of Common Stock or 33.0% of the outstanding Common Stock which are indirectly owned by Berkowitz through each of Manticore, Gotham, Gotham III, Gotham International and Holdings II. Berkowitz beneficially owns an aggregate of 32,068 shares of Preferred Stock or 49.7% of the outstanding Preferred Stock which are indirectly owned by Berkowitz through each of Manticore, Gotham, Gotham III, Gotham International and Holdings II.

Pursuant to the Investment Management Agreement, filed as Exhibit 1 to the Schedule 13D/A, Gotham Advisors currently has the power to vote and to dispose of all of the Common Stock beneficially owned by Gotham International.

The beneficial ownership reported by the above parties gives effect to the partial redemption of Preferred Stock during 2007.

Security Ownership of Directors and Executive Officers

The following table sets forth information furnished to us by all present Directors and Executive Officers regarding amounts of Common Stock they owned both on December 31, ~~2008~~2009 and as of the date this Annual Report is being filed. Only Mr. Rosati, who indirectly owns 123.2 preferred shares (after giving effect to the partial redemption), owns any shares of Preferred Stock. Except as noted, all such persons possess sole voting and investment power with respect to the securities listed below. The amounts listed below for each Director and Executive Officer and for all Directors and Executive Officers as a group are less than one percent.

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Name of Beneficial Owner	Number of Shares Beneficially Owned

Howard W. Armbrust		2,000
John E. Bucci, Jr.		0
Bernard V. Buonanno, Jr..		4,613
Robert E. DeBlois		4,742
Thomas P. Dimeo		11,500 (1)
Beverly E. Ledbetter		133
Winfield W. Major		18,538
A. Michael Marques		12,907
James V. Rosati		13,178 (2)
Alfred J. Verrecchia		1,525
All current Directors and Executive Officers as a group (10 persons)		86,052

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Name of Beneficial Owner	Number of Shares Beneficially Owned
Howard W. Armbrust		2,000
Bernard V. Buonanno, Jr..		4,613
Robert E. DeBlois		4,742
Thomas P. Dimeo		11,500	(1)
Thomas F. Hogg		16,916
Beverly E. Ledbetter		133
Winfield W. Major		18,538
A. Michael Marques		12,907
James V. Rosati		13,178	(2)
Alfred J. Verrecchia		1,525
All current Directors and Executive Officers as a group (10 persons)		86,052

(1) Excludes 1,000 shares owned by Mr. Dimeo's spouse, as to which he disclaims beneficial ownership. Includes 10,000 shares owned indirectly by Mr. Dimeo in an IRA rollover account.

(2) Excludes 123.2 shares of Preferred Stock owned by a trust established July 23, 1999 by Mr. Rosati's spouse (see Form 5 filing of Mr. Rosati dated January 30, 2008), and 21,539 shares of Common Stock owned by a trust established July 23, 1999 for Mr. Rosati's spouse as to which he disclaims beneficial ownership.

We do not have any equity securities authorized for issuance under any compensation plan.

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

Interests of Directors, Officers and Others in Certain Transactions

During 2009, Mr. Buonanno was is a partner of Edwards Angell Palmer & Dodge LLP (“EAPD”, and currently named Edwards Wildman Palmer LLP), a law firm retained by us on various legal matters. The dollar amount of fees incurred by EAPD during ~~2008~~2009 with respect to Old Stone did not exceed 5% of ~~the~~ EAPD’s gross revenues for 2008. We were unable to pay EAPD currently for all of its legal work on our behalf during 2007 and prior years. The Company agreed to pay EAPD a multiple from 1 to 3 times any amounts owed, depending on the recovery received in the Claims Court Litigation, in the event that the Company was successful in such litigation. The outstanding unpaid balance invoiced by EAPD through March 19, 2007 was $233,844. Based on the award of $74.563 million, EAPD received 1.5 times its outstanding invoices, or $350,766. All work after that date has been billed at normal rates.

See Item 10, “Directors, Executive Officers and Corporate Governance”, for a discussion of our director independence.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees. ~~Audit~~ Audit fees for the audit of the Company’s annual financial statements ~~for~~and ~~the~~reviews ~~fiscal~~of ~~year~~interim ~~ended~~financial ~~December~~information ~~31,~~included ~~2008 were approximately $37,000. Audit fees for~~ in the ~~audit of the~~ Company’s ~~annual~~Quarterly ~~financial~~Reports ~~statements~~on form 10-Q for the fiscal ~~year~~years ended December 31, ~~2007~~2009 and 2008 were approximately $3528,000 and $46,000, respectively.

-Except 18as -set forth above, there were no other fees for services rendered to us by our auditors for the fiscal years ended December 31, 2009 or December 31, 2008.

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All Other Fees. We incurred other fees of $14,897 during the year ended December 31, 2007 in connection with a review by our auditor of certain litigation-related payments and payments being made to our preferred stockholders in connection with the partial redemption of our preferred stock.

Except as set forth above, there were no other fees for services rendered to us by our auditors for the fiscal years ended December 31, 2008 or December 31, 2007.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)

(1) The following financial statements of Old Stone Corporation, together with the report of its independent registered public accounting firm relating to the ~~year~~years ended December 31, 2009 and 2008, are filed as Exhibit 99 to this report:

Balance Sheets- December 31, ~~2008~~ 2009 and ~~2007~~2008

Statements of Operations- Years ended December 31, ~~2008~~2009 and ~~2007~~2008

Statements of Changes in Stockholders' Equity (Deficit) - Years ended December 31, ~~2008~~2009 and ~~2007~~2008

~~Statements of Cash Flow- Years ended December 31, 2008 and 2007~~18

Statements of Cash Flow- Years ended December 31, 2009 and 2008

Notes to Financial Statements

(2) Financial Statement Schedules – Schedules have been omitted since they are either not required, not applicable or the information is otherwise included in the financial statements referred to above.

(3) List of Exhibits-- See Item 15(b) below.

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(b)

Exhibit Index. The following exhibits to this Annual Report on Form 10-K are hereby incorporated by reference herein:

Exhibit

(31.1) Principal Executive Officer and Principal Financial Officer—Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

(31.2) Principal Financial Officer—Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

(32.1)

Principal Executive Officer and Principal Financial Officer—Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(99) Financial Statements for Old Stone Corporation for the years ended December 31, ~~2008~~2009 and ~~2007~~2008

(c)

Financial Statement Schedules.

None.

~~- 20 -~~19

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SIGNATURES

Pursuant to the requirements of Section 13 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.

	OLD STONE CORPORATION (Registrant)
June 2, 2010	By:	/s/ James V. Rosati
May 22, 2012	By:	/s/ John E. Bucci, Jr.
		James V. Rosati
		John E. Bucci, Jr.
		President

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 indicated on ~~June~~May 222, ~~2010~~2012.

~~/s/~~Director Howard W. Armbrust /s/ John E. Bucci, Jr. Director, ~~Howard~~President Wand Treasurer John E. ~~Armbrust~~Bucci, Jr. /s/ Bernard V. Buonanno, Jr. Director ~~and Chairman~~ Bernard V. Buonanno, Jr. /s/ Robert E. DeBlois Director Robert E. DeBlois Director Thomas P. Dimeo ~~/s/ Thomas F. Hogg~~ Director ~~and Treasurer Thomas F. Hogg /s/~~ Beverly E. Ledbetter ~~Director Beverly E. Ledbetter~~ /s/ Winfield W. Major Director and Secretary Winfield W. Major /s/ A. Michael Marques Director A. Michael Marques /s/ James V. Rosati Director ~~and President~~ James V. Rosati /s/ Alfred J. Verrecchia Director Alfred J. Verrecchia

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