Section

Page

1.

Preamble

15

2.

Sale and Transfer

18

3.

Consideration

19

4.

Kemira Oberhausen Assets

23

5.

Intellectual Property Rights

26

6.

Shareholding in Pohjolan Voima Oy

28

7.

Business Documents

29

8.

Transitional Services

30

9.

Warranties

31

10.

Supplementary Provisions Regarding the Warranties

47

11.

Remedies

48

12.

Tax Warranties and Remedies

50

13.

Environmental Warranties and Remedies

53

14.

Further Indemnities and Carve-Out of Closed Landfills

57

15.

Third-Party Claims

60

16.

Locked-Box Concept

62

17.

Transfer of Employees

63

18.

Trademarks and Company Name “Kemira”

67

19.

Confidentiality

67

20.

Miscellaneous

68

21.

Authorized Agent

71

22.

Severability

72

Annex 2.1(a)

Short-form purchase and transfer agreement regarding TiO2 Shares;

Annex 2.1(e)

Form of US Transfer Agreement

Annex 4.1(a)

List of Kemira Oberhausen Assets;

Annex 4.1(b)(ii)

List of excluded assets;

Annex 4.1(d)(i)

List of liabilities;

Annex 4.3

Transferred Contracts

Annex 5.1.3(a)

List of Nanotechnology IP Rights

Annex 5.2.1(a)

List of Oberhausen IP Rights;

Annex 5.2.2

Form of Oberhausen IP Rights Transfer Agreement;

Annex 5.3.1

Form of license to certain other IP Rights and Know-How not transferred;

Annex 5.3.2-1

Form of back-license agreement;

Annex 5.3.2-2

IP Rights subject to back-license;

Annex 8.1-1

Term sheets for the transitional services to be provided by Kemira to Kemira TiO2;

Annex 9.2.6

List of participations in the Company;

Annex 9.2.7

List of interests held by the Company;

Annex 9.4.2-1

List of security interests, charges, encumbrances of third parties in Assets;

Annex 9.4.2-2

List of obligations to grant security interests, charges, encumbrances;

Annex 9.5.1-1

List of Owned Properties;

Annex 9.5.1-2

List of Used Properties;

Annex 9.5.2-1

List of security interests, charges etc. in Owned Properties;

Annex 9.5.2-2

List of obligations to grant security interests, charges etc. in Owned Properties;

Annex 9.5.3-1

List of particulars of all Leases;

Annex 9.5.3-2

Description of default payments or other obligations under the Leases;

Annex 9.6.2

List of Registered IP Rights;

Annex 9.6.4

List of Licensed IP Rights;

Annex 9.6.5

List of Challenged IP Rights;

Annex 9.6.7

Employee invention compensations;

Annex 9.7.2

List of claims for defective products;

Annex 9.9.1

List of subsidies;

Annex 9.10.1

List of service contracts of managing directors, supervisory board and holders of a registered commercial power of representtation, additional agreements and benefits;

Annex 9.10.2

List of executives and foreign employees;

Annex 9.10.3-1

List of employees laid off;

Annex 9.10.3-2

List of liabilities towards retired members of corporate bodies and employees;

Annex 9.10.4

List of agreements or promises regarding special rights in regard of a change of shareholders;

Annex 9.10.5

List of membership of employers’ associations and collective bargaining agreements;

Annex 9.10.6-1

List of shop agreements;

Annex 9.10.6-2

List of reconcilements of interests and social plans;

Annex 9.10.7

List of agreements and promises regarding benefits from pension scheme;

Annex 9.10.8

List of obligations based on customary business practice;

Annex 9.10.9

List of collective and individual promises, agreements, plans, schemes, regulations, arrangements that restrict the right of termination beyond statutory regulation;

Annex 9.10.10

List of stock options;

Annex 9.10.12

List of court, arbitration, public authority proceedings regarding employment matters;

Annex 9.10.13

Employee benefit plans;

Annex 9.10.18

List of benefit payments;

Annex 9.11.1

List of Material Agreements;

Annex 9.12

List of ten largest suppliers and customers in 2007, list of suppliers without alternative;

Annex 9.13.1-1

List of Insurance Policies;

Annex 9.13.1-2

List of Insurance Policies that must be replaced after the consummation of the Transaction;

Annex 9.13.2

Notices of termination or cancellation of Insurance Policies, effects of consummation of the Transaction on Insurance Policies;

Annex 9.13.3

Outstanding claims under Insurance Policies;

Annex 9.14

List of court, arbitration or public authority proceedings the Company is party to;

Annex 9.15.2

Trading with certain designated countries;

Annex 10.1-1

List of Company’s consolidated Affiliates;

Annex 10.1-2

List of Company’s non-consolidated Affiliates;

Annex 12.2.4

List of Tax audits, assessments or deficiencies pending against the Company;

Annex 14.1.1-1

Description of Sachtleben Landfills;

Annex 14.1.1-2

Description of Kemira Closed Landfills;

Annex 14.1.2

Description of transfer of Sachtleben and Kemira Closed Landfill;

Annex 14.1.4

Services for Kemira Closed Landfill;

Annex 17.1(a)

List of Oberhausen Transferred Employees;

Annex 17.1(b)

List of Sales Network Employees;

Annex 17.7.2

Information letter pursuant to sec. 613a BGB; and

Annex 17.11

US Transition Services Agreement.

“ Accounting Principles ”

shall have the meaning given to it in section 9.3.1;

“ Affected Party ”

shall have the meaning given to it in section 11.1;

“ Affiliate “

shall have the meaning given to it in section 4.2.2;

“ Agreement ”

shall mean this agreement;

“ Asset ” and “ Assets ”

shall have the meaning given to it in section 9.4.1;

“ Audited Annual Accounts ”

shall have the meaning given to it in section 9.3.1;

“ Balance Sheet Date ”

shall have the meaning given to it in section 9.3.1;

“ Breaching Party ”

shall have the meaning given to it in section 11.1;

“ Breach of the No Leakage Provisions”

shall have the meaning given to it in section 16.1(a);

“ Business ”

shall have the meaning given to it in section 9.1(d)(ii);

“ Business Day ”

shall have the meaning given to it in section 4.2.1;

“ Business Documents ”

shall have the meaning given to it in section 7.1;

“ Closed Landfills ”

shall have the meaning given to it in section 13.1;

“ Closing Date ”

shall have the meaning given to it in section 2.2;

“ Company ” and “ Companies ”

shall have the meaning given to it in the deed caption;

“ Comprehensive Environmental Permit ”

shall have the meaning given to it in section 13.5;

“ Covenants ”

shall have the meaning given to it in section 16.1(a)(i);

“ Effective Date ”

shall have the meaning given to in section 2.2;

“ Energy Agreements ”

shall have the meaning given to in section 6.2;

“ Environmental Contamination ”

shall have the meaning given to it in section 13.1;

“ Environmental Laws ”

shall have the meaning given to it in section 13.1;

“ Environmental Liabilities ”

shall have the meaning given to it in section 13.6;

“ Environmental Matters ”

shall have the meaning given to it in section 13.1;

“ ERISA ”

shall have the meaning given to it in section 9.10.13;

“ Exit Event ”

shall have the meaning given to it in section 11.6;

“ Financial Information and Valuation”

shall have the meaning given to it in section 8.2(c);

“ Finnish HoldCo ”

shall have the meaning given to it in the deed caption;

“ Former Sites ”

shall have the meaning given to it in section 13.8;

“ Functional Additive Business ”

shall have the meaning given to it in section 1.1;

“ G6 Shares ”

shall have the meaning given to it in section 6.1;

“ Insurance Policy ” and “ Insurance Policies ”

shall have the meaning given to it in section 9.13.1;

“ IP Rights ”

shall have the meaning given to it in section 5.1.1;

“ IRC ”

shall have the meaning given to it in section 9.10.13;

“ JV Agreement ”

shall have the meaning given to it in section 1.2;

“ JV Europe ”

shall have the meaning given to it in the deed caption;

“ JV Europe Share ”

shall have the meaning given to in section 1.3(a);

“ JV Europe Share A ”

shall have the meaning given to in section 1.5(c)(i);

“ JV Europe Share B ”

shall have the meaning given to in section 1.5(c)(ii);

“ JV Europe Share Transfer Receivable ”

shall have the meaning given to in section 3.3;

“ JV Group Company ” and “ JV Group Companies ”

shall have the meaning given to in section 4.2.2(a);

“ JV US ”

shall have the meaning given to in section 1.3(g)(i);

“ JV US Benefit Plans “

shall have the meaning given to it in section 17.10;

“ JV US Interests ”

shall have the meaning given to in section 1.3(g)(i);

“ Kemira ”

shall have the meaning given to it in the deed caption;

“ Kemira Germany ”

shall have the meaning given to it in the deed caption;

“ Kemira Closed Landfill ”

shall have the meaning given to it in section 14.1.1;

“ Kemira Inc. ”

shall have the meaning given to it in section 1.3(g)(ii);

“ Kemira Inc. Shares ”

shall have the meaning given to it in section 1.3(g)(ii);

“ Kemira Oberhausen Assets ”

shall have the meaning given to it in section 1.3(f);

“ Kemira Share Transfer Receivable ”

shall have the meaning given to it in section 3.1.1;

“ Kemira TiO2 ”

shall have the meaning given to it in the deed caption;

“ Kemira TiO2 Pigments Business ”

shall have the meaning given to it in section 1.1;

“ Kemira TiO2 Shares ”

shall have the meaning given to it in section 1.3(e);

“ Kemira Trademarks ”

shall have the meaning given to it in section 18.1;

“ Know-How ”

shall have the meaning given to it in section 5.1.2;

“ Landfills ”

shall have the meaning given to it in section 13.1;

“ Law ”

shall have the meaning given to it in section 7.1(b);

“ Lease ” and “ Leases ”

shall have the meaning given to it in section 9.5.3;

“ Master Agreement ”

shall have the meaning given to it in section 1.2;

“ Material Agreements ”

shall have the meaning given to it in section 9.11.1;

“ Material IP Rights ”

shall have the meaning given to it in section 9.6.1;

“ Maybrook ”

shall have the meaning given to it in section 1.3(g)(ii);

“ Maybrook Shares ”

shall have the meaning given to it in section 1.3(g)(ii);

“ Nanotechnology IP Rights ”

shall have the meaning given to it in section 5.1.3;

“ Nanotechnology Know How ”

shall have the meaning given to it in section 5.1.3(b);

“ Oberhausen Business Unit ”

shall have the meaning given to it in section 1.3(f);

“ Oberhausen IP Rights ”

shall have the meaning given to it in section 5.2.1;

“ Oberhausen IP Rights Transfer Agreement ”

shall have the meaning given to it in section 5.2.2

“ Oberhausen Transfer Receivable ”

shall have the meaning given to it in section 3.1.2;

“ Oberhausen Transferred Employees ”

shall have the meaning given to in section 17.1(a);

“ Owned Properties ”

shall have the meaning given to it in section 9.5.1;

“ Party ” and “ Parties ”

shall have the meaning given to it in the deed caption;

“ Permits ”

shall have the meaning given to it in section 9.8.1;

“ Permitted Liens ”

shall have the meaning given to it in section 9.4.2;

“ Pori Landfill ”

shall have the meaning given to it in section 13.1

“ PPV ”

shall have the meaning given to it in section 6.1;

“ Pre-Effective-Date Period ”

shall have the meaning given to it in section 12.3.2;

“ Properties ” and “ Property ”

shall have the meaning given to it in section 9.5.1;

“ PVO ”

shall have the meaning given to it in section 6.1;

“ Registered IP Rights ”

shall have the meaning given to it in section 9.6.2;

“ Rockwood ”

shall have the meaning given to it in the deed caption;

“ Rockwood Germany ”

shall have the meaning given to it in the deed caption;

“ Rockwood Holdings ”

shall have the meaning given to it in the deed caption;

“ Rockwood TiO2 Pigments Business ”

shall have the meaning given to it in section 1.1;

“ Rockwood Water Business ”

shall have the meaning given to it in section 1.1;

“ Sachtleben ”

shall have the meaning given to it in the deed caption;

“ Sachtleben Closed Landfill ”

shall have the meaning given to it in section 14.1.1;

“ Sachtleben Corp ”

shall have the meaning given to it in section 1.1;

“ Sachtleben Corp Shares ”

shall have the meaning given to it in section 1.3(g)(i);

“ Sachtleben Shares ”

shall have the meaning given to it in section 2.1(c);

“ Sachtleben Share Transfer Receivable ”

shall have the meaning given to it in section 3.2.1(a);

“ Sachtleben Water ”

shall have the meaning given to it in section 1.4;

“ Sales Network Employees ”

shall have the meaning given to it in section 17.1(b);

“ Subordinated Note ”

shall have the meaning given to it in section 3.2.2;

“ Subordinated Note Amount ”

shall have the meaning given to it in section 3.2.1(b);

“ Tax ” or “ Taxes ”

shall have the meaning given to it in section 12.1;

“ TiO2 Pigments Business ” and “ TiO2 Pigments Businesses ”

shall have the meaning given to it in section 1.1;

“ Third Party Claim ”

shall have the meaning given to it in section 15.1;

“ Transaction ”

shall mean the transactions contemplated by this Agreement;

“ Transferred Company ”

shall have the meaning given to in section 9.1(d)(iii);

“ Transferred Employees ”

shall have the meaning given to in section 17.2;

“ Transferred Liabilities ”

shall refer to the liabilities listed in section 4.4;

“ Transitional Service Agreements ”

shall have the meaning given to it in section 8.1;

“ US Benefit Plans ”

shall have the meaning given to it in section 9.10.13;

“ US Company ” and “ US Companies ”

shall have the meaning given to it in section 1.3(g)(ii);

“ US Transfer Agreement ”

shall have the meaning given to it in section 2.1(e);

“ US Transferred Company ”

shall have the meaning given to it in section 9.1(d)(iv);

“ US Transferred Employees ”

shall have the meaning given to it in section 17.10;

“ US Transition Services Agreement ”

shall have the meaning given to it in section 17.11;

“ Used Properties ”

shall have the meaning given to it in section 9.5.1;

“ VAT ”

shall have the meaning given to it in section 12.3.6;

“ Warranty ” and “ Warranties ”

shall have the meaning given to it in section 9.1;

“ Warranting Party ”

shall have the meaning given to it in section 9.1(d)(v); and

“ Water Carve-Out ”

shall have the meaning given to it in section 1.4.

(a)

Rockwood Holdings Inc., 100 Overlook Center, Princeton, NJ 08540, USA

hereinafter referred to as “ Rockwood Holdings ”;

(b)

Rockwood Specialties Group, Inc., 100 Overlook Center, Princeton, NJ 08540, USA

hereinafter referred to as “ Rockwood ”;

(c)

Rockwood Specialties Group GmbH, Königsberger Straße 1, 60487 Frankfurt am Main, Germany, registered in the commercial register of the lower court of Frankfurt am Main under registration number HR B 5 79 24

hereinafter referred to as “ Rockwood Germany ”;

(d)

Sachtleben Chemie GmbH, Dr.-Rudolf-Sachtleben-Straße 4, 47189 Duisburg, Germany, registered in the commercial register of the lower court of Duisburg under registration number HR B 1 96 69

hereinafter referred to as “ Sachtleben ”;

(e)

Deukalion Einhundertvierundzwanzigste Vermögensverwaltungs-GmbH, Königsberger Straße 1, 60487 Frankfurt am Main, Germany, registered in the commercial register of the lower court of Frankfurt am Main under registration number HR B 8 05 60, to be renamed after signing into White Pigments Holdings GmbH

hereinafter referred to as “ JV Europe ”;

(f)

White Pigments Holding Oy, a limited liability company under establishment, Finland,

hereinafter referred to as “ Finnish HoldCo ”;

(g)

White Pigments LLC, a Delaware limited liability company with business address at 100 Overlook Center, Princeton, NJ 08540, USA,

hereinafter referred to as “ JV US ”;

(h)

Kemira Pigments Oy, Porkkalankatu 3, FI-00180 Helsinki, Finland with business identification number 0948159-2

hereinafter referred to as “ Kemira TiO2 ”;

(i)

Kemira Germany GmbH, Marie-Curie-Straße 10, 51377 Leverkusen, Germany, registered in the commercial register of the lower court of Cologne under registration number HR B 57319

hereinafter referred to as “ Kemira Germany ”;

and

(j)

Kemira Oyj, Porkkalankatu 3, FI-00101 Helsinki, Finland, with business identification number 0109823-0

hereinafter referred to as “ Kemira ”.

1.

PREAMBLE

1.1

Rockwood and Kemira are both companies active in a variety of business fields in the specialty chemicals sector. Both Parties are, amongst other businesses, engaged in the titanium dioxide business (i.e. the sale and manufacturing of titanium dioxide and related co-products and services), provided that (i) Rockwood’s titanium dioxide business also includes the manufacturing of barium-based and zinc-based inorganic fine white pigments and additives (the “ Functional Additive Business ”) but excludes the manufacturing of polyaluminium chloride and polyaluminium nitrate-based flocculants (collectively the “ Rockwood Water Business ”) as currently conducted by Sachtleben and Sachtleben Corporation (“ Sachtleben Corp ”) (Rockwood’s titanium dioxide business so defined, the “ Rockwood TiO2 Pigments Business ”); and (ii) Kemira’s titanium dioxide business also includes sales and manufacturing of certain other than titanium dioxide based products and services to the cosmetics industry (the “ Kemira TiO2 Pigments Business ”). The Rockwood TiO2 Pigments Business and the Kemira TiO2 Pigments Business are each also referred to as a “ TiO2 Pigments Business ” and collectively as the “ TiO2 Pigments Businesses ”.

1.2

In order to jointly pursue future business opportunities in the field of the production and marketing of pigments, the Parties intend to combine their respective TiO2 Pigments Businesses by forming a joint venture. In connection therewith, Rockwood Holdings, Rockwood, Rockwood Germany, Sachtleben, JV Europe, Sachtleben Corp, Finnish HoldCo, JV US, Kemira, Kemira TiO2, Kemira Inc. (as defined below) and Kemira Germany have today entered into a master agreement (the “ Master Agreement ”) and a shareholders and joint venture agreement (the “ JV Agreement ”) regarding the titanium dioxide joint venture.

1.3

The TiO2 Pigments Businesses include the following shareholdings and assets owned (directly or indirectly) by Rockwood and Kemira, respectively:

(a)

Rockwood Germany owns all shares in JV Europe (“ JV Europe Share ”).

(b)

Rockwood Germany owns all shares in Sachtleben.

(c)

Sachtleben owns

(i)

a share in the nominal amount of EUR 12,800.00 in Alberti & Co GmbH, Germany, registered in the commercial register of the lower court of Göttingen under HR B 120005, representing 25 per cent of the entire share capital;

(ii)

a share in the nominal amount of EUR 51,129.19 in Pigment-Chemie GmbH, Germany, registered in the commercial register of the lower court of Duisburg under HR B 7018, representing 100 per cent of the entire share capital;

(iii)

a limited partnership interest in the amount of EUR 576,000.00 in Deutsche Baryt-Industrie Dr. Rudolf Alberti GmbH & Co. KG, Germany, registered in the commercial register of the lower court of Göttingen under HR A 121227;

(iv)

a share in the nominal amount of RMB 54,900,000.00 in Guangzhou Huali Sachtleben Chemicals Company, Limited, 238 Nangang West Rd., Huangpu District, Guangzhou 510760, China, registered with the National Industrial and Commercial Administration Bureau of the People’s Republic of China for the Guangdong Province under the license number 004714, representing 40 per cent of the entire share capital; and

(v)

a share in the nominal amount of RMB 3,000,000.00 in Sachtleben Trading (Shanghai) Company Limited, 2272 Hongqiao Road, Shanghai 200336, China, registered with the National Industrial and Commercial

Administration Bureau of the People’s Republic of China for Shanghai under the license number 1137603 representing 100 per cent of the entire share capital.

(d)

JV Europe owns all shares in Finnish HoldCo.

(e)

Kemira owns 8,300,000 issued and outstanding shares representing 100 per cent of the issued and outstanding shares in Kemira TiO2 (“ Kemira TiO2 Shares ”).

(f)

Kemira Germany owns and operates the Oberhausen Technology Center business unit (the “ Oberhausen Business Unit ”), which consists of the assets and intellectual property rights as further defined in section 4.1 (the “ Kemira Oberhausen Assets ”).

(g)

Furthermore, Rockwood and Kemira hold the following shareholdings and limited liability interests in certain companies in the US:

(i)

Rockwood owns all issued and outstanding shares in Sachtleben Corporation (the “ Sachtleben Corp Shares ”) and all of the limited liability interests in White Pigments LLC, a newly-formed Delaware limited liability company (all limited liability company interests in JV US, the “ JV US Interests ”); and

(ii)

Kemira owns all issued and outstanding shares in Kemira Specialty, Inc. (“ Kemira Inc. ”, the shares in Kemira Inc., the “ Kemira Inc. Shares ”), having its principal place of business at 151 Veterans Drive, Northvale, NJ 07647, USA. Kemira Inc. owns all issued and outstanding shares in Maybrook, Inc. (the “ Maybrook Shares ”), having its principal place of business at 570 Broadway, Lawrence, Massachusetts, USA (“ Maybrook ”, and together with Kemira Inc. and, together with Sachtleben Corp, collectively, the “ US Companies ” and each a “ US Company ”).

1.4

The Rockwood Water Business will be carved out prior to the Closing Date into a company held by Rockwood Germany outside the joint venture (such company “ Sachtleben Water ”) as further set out in the Master Agreement, after an existing profit and loss transfer agreement between MIWAC Mitteldeutsche Wasserchemie GmbH and Sachtleben has been terminated (“ Water Carve-Out ”).

1.5

Pursuant to the Master Agreement, the Parties have agreed that

(a)

Kemira shall transfer the Kemira TiO2 Shares to Finnish HoldCo;

(b)

Kemira shall transfer or cause the transfer of the Kemira Oberhausen Assets to JV Europe;

(c)

the share in JV Europe representing 100 per cent of JV Europe’s entire share capital shall be split into,

(i)

one share with the nominal value of EUR 15,250.00, representing 61 per cent of JV Europe’s entire share capital (“ JV Europe Share A ”); and

(ii)

one share with the nominal value of EUR 9,750.00, representing 39 per cent of JV Europe’s entire share capital (“ JV Europe Share B ”), which will be transferred by Rockwood Germany to Kemira pursuant to this Agreement;

following which (i) Rockwood Germany will own 61 per cent of the shares in JV Europe; and (ii) Kemira will own 39 per cent of the shares in JV Europe; and

(d)

additionally, with respect to the joint venture in the United States

(i)

Rockwood shall transfer the Sachtleben Corp Shares and Kemira shall transfer the Kemira Inc. Shares to JV US,

(ii)

in exchange for

(1)

Rockwood receiving 61 per cent of the limited liability interest in JV US; and

(2)

Kemira receiving a combination of 39 per cent of the limited liability interest in JV US and an Intercompany Receivable (as defined in the Master Agreement) in a principal amount of approximately EUR 6,400,000.00 against JV US;

following which (i) Rockwood will own 61 per cent of the issued and outstanding limited liability interest in JV US; and (ii) Kemira will own 39 per cent of the issued and outstanding limited liability interest in JV US.

2.

SALE AND TRANSFER

2.1

Upon the terms and subject to the conditions set forth in this Agreement,

(a)

Kemira hereby sells and transfers ( tritt ab ) the Kemira TiO2 Shares to Finnish HoldCo which transfer shall further be subject to the terms of a short-form share purchase and transfer agreement regarding the TiO2 Shares attached as Annex 2.1(a)  between Kemira and Finnish HoldCo (for Finnish transfer tax filing purposes), and Finnish HoldCo hereby accepts such sale and transfer;

(b)

Kemira Germany hereby sells and transfers ( tritt ab ) the Kemira Oberhausen Assets to JV Europe and JV Europe hereby accepts such sale and transfer;

(c)

Rockwood Germany hereby sells and transfers ( tritt ab ) all of the issued and outstanding shares in Sachtleben (“ Sachtleben Shares ”) to JV Europe and JV Europe hereby accepts such sale and transfer;

(d)

Rockwood Germany hereby sells and transfers ( tritt ab ) the JV Europe Share B to Kemira and Kemira hereby accepts such sale and transfer; and

(e)

Rockwood hereby undertakes to transfer on the Closing Date (as defined below) the Sachtleben Corp Shares and Kemira hereby undertakes to transfer on the Closing Date the Kemira Inc. Shares to JV US in each case with effect as of the Closing Date, pursuant to a local transfer agreement substantially in the form of Annex 2.1(e)  (the “ US Transfer Agreement ”), and to combine the businesses of the US Companies into a single business operation to be operated by JV US.

2.2

The transfers pursuant to section 2.1 shall (i)  be made with economic effect ( wirtschaftlicher Wirkung) as of 31 December 2007 / 1 January 2008 (the “ Effective Date ”), unless otherwise expressly set forth herein; and (ii) be subject to the condition precedent ( aufschiebende Bedingung ) of the Closing (as defined in the Master Agreement) occurring (the day on which the Closing occurs, the “ Closing Date ”).

3.

CONSIDERATION

3.1

Purchase Price for Kemira TiO2 Business

3.1.1

The purchase price for the sale and transfer of the Kemira TiO2 Shares pursuant to section 2.1(a) amounts to a fixed amount of EUR 168,900,000.00 (the “ Kemira Share Transfer Receivable ”). The Kemira Share Transfer Receivable has been determined on the basis of an enterprise value of Kemira TiO2 of EUR 222,700,000.00 by deducting (i) the amount of the Existing Intercompany Receivable (as defined in the Master Agreement) of EUR 51,700,000.00 as described in section 2.2.1(b) of the Master Agreement and (ii) the amount of the Kemira Dividend of EUR 2,100,000.00 as described in section 2.2.1(d) of the Master Agreement. The Kemira Share Transfer Receivable shall not be due and payable in cash but shall be settled pursuant to sections 3.4.1 to 3.4.5 through a payment into the capital reserves.

3.1.2

The purchase price for the sale and transfer of the Kemira Oberhausen Assets pursuant to section 2.1(b) amounts to a fixed amount of a net amount of EUR 2,300,000.00 (plus applicable transfer taxes, if any) (the net amount the “ Oberhausen Transfer Receivable ”).

The Oberhausen Transfer Receivable shall not be due and payable in cash but shall be settled pursuant to sections 3.4.1 to 3.4.5 through a payment into the capital reserves of JV Europe.

3.2

Purchase Price for Rockwood TiO2 Business

3.2.1

The purchase price for the sale and transfer of the Sachtleben Shares pursuant to section 2.1(c) amounts a fixed amount equal to the aggregate amount of

(a)

EUR 180,000,000.00 (the “ Sachtleben Share Transfer Receivable ”) which amount has been determined on the basis of an enterprise value of Sachtleben of EUR 363,000,000.00 by deducting the amount of the Existing Intercompany Receivable of EUR 183,000,000.00 as described in section 2.2.2(a) of the Master Agreement; and

(b)

an additional amount of EUR 2,900,000.00 (the “ Subordinated Note Amount ”) .

3.2.2

The Sachtleben Share Transfer Receivable shall not be due and payable in cash but shall be settled pursuant to sections 3.4.1 to 3.4.5 through a payment into the capital reserves of JV Europe. The Subordinated Note Amount shall not be due and payable in cash but shall be automatically converted into a subordinated note issued by Sachtleben to Rockwood Germany (the “ Subordinated Note ”) which note shall bear interest at the net interest rate applicable under the Refinancing (as defined in the Master Agreement), interest to be accrued and repaid together with the principal amount at the later of (i) 31 December 2010 and (ii) repayment being permitted under the Refinancing commitments.

3.3

Purchase Price for Rockwood TiO2 Business

The purchase price for the sale and transfer of the JV Europe Share B pursuant to section 2.1(d) amounts to a fixed amount of EUR 11,661.00 (the “ JV Europe Share Transfer Receivable ”) and shall be due and payable by Kemira to Rockwood Germany in cash on the Closing Date.

3.4

Settlement Actions

Subject to the condition precedent ( aufschiebende Bedingung ) of Closing occurring:

3.4.1

Kemira Germany hereby assigns ( tritt ab ) to Kemira the Oberhausen Asset Transfer Receivable in the amount of EUR 2,300,000.00 and Kemira hereby accepts such assignment.

3.4.2

Kemira hereby assigns ( tritt ab ) to JV Europe the Oberhausen Transfer Receivable in the amount of EUR 2,300,000.00 which shall be recorded as a contribution into the capital reserve ( Einzahlung in die Kapitalrücklage ) of JV Europe pursuant to section 272 para. 2 no. 4 German Commercial Code ( HGB ). JV Europe hereby accepts such assignment and takes note of ( nimmt zur Kenntnis ) the payment into its capital reserve.

3.4.3

Kemira hereby assigns ( tritt ab ) to Finnish HoldCo, and Finnish HoldCo hereby accepts such assignment, a fraction of the Kemira Share Transfer Receivable equal to

(a)

EUR 112,700,000.00; and

(b)

(i)  plus the amount by which the aggregate amount of Existing Intercompany Receivables as defined in the Master Agreement (including the receivable resulting from the Kemira Dividend but excluding the Existing Intercompany Receivable owed by Kemira Inc. to JV US pursuant to section 2.2.1(c) of the Master Agreement) exceeds EUR 53,800,000.00; or (ii)  minus the amount by which the aggregate amount of Existing Intercompany Receivables as defined in the Master Agreement (including the receivable resulting from the Kemira Dividend but excluding the Existing Intercompany Receivable owed by Kemira Inc. to JV US pursuant to section 2.2.1(c) of the Master Agreement) falls short of EUR 53,800,000.00 , as the case may be.

By way of example, if the Existing Intercompany Receivables amounted to EUR 54,000,000.00, then the resulting amount under this section 3.4.3(b) would be EUR 112,700,000.00 less EUR 53,800,000.00 plus EUR 54,000,000, i.e. EUR 112,900,000.00.

The fraction of the Kemira Share Transfer Receivable so assigned shall be recorded as a contribution into the capital reserve ( Einzahlung in die Kapitalrücklage ) of JV Europe pursuant to section 272 para. 2 no. 4 German Commercial Code ( HGB ). JV Europe hereby accepts such assignments and takes note of ( nimmt zur Kenntnis ) the payment into its capital reserve.

For the avoidance of doubt, it is hereby set forth that, as a result of the adjustment of the fraction of the Kemira Share Transfer Receivable to be assigned pursuant to section 3.4.3(b), the aggregate amount of (i) the Existing Intercompany Receivables of Kemira against Kemira TiO2 immediately after the Closing; and (ii) the remaining fraction of the Sachtleben Share Transfer Receivable against Finnish HoldCo retained by Kemira shall together always equal EUR 110,000,000.00.

3.4.4

Rockwood Germany hereby assigns ( tritt ab ) to JV Europe the Sachtleben Share Transfer Receivable in the amount of EUR 180,000,000.00, which shall be recorded as a contribution into the capital reserve ( Einzahlung in die Kapitalrücklage ) of JV Europe pursuant to section 272 para. 2 no. 4 German Commercial Code ( HGB ). JV Europe hereby accepts such assignment and takes note of ( nimmt zur Kenntnis ) the payment into its capital reserve.

3.4.5

As consideration for the shares of Kemira Inc. under the US Transfer Agreement Kemira shall receive an intercompany receivable against JV US in the amount of (i) EUR 7,000,000.00 less (ii) the Existing Intercompany Receivable described in section 2.2.1(c) (in such amount that is outstanding under this Existing Intercompany Receivable at Closing), representing the difference in valuation between its 39 per cent limited liability interest in JV US and the value of the Kemira Inc. Shares contributed by it, thus resulting in a total Intercompany Receivable of EUR 7,000,000.00 by Kemira against JV US and Kemira Inc.

3.5

Situation after Implementation Actions

Following the Closing having occurred, the US Transfer Agreement and the Master Agreement on the Closing Date and as further described in the Master Agreement,

(a)

Rockwood Germany’s Intercompany Receivables will consist of

(i)

an Intercompany Receivable in the amount of EUR 183,000,000.00 (being the result of a waiver of the exceeding part of the Existing Intercompany Receivable under the Master Agreement); and

(ii)

the Subordinated Note in the amount of EUR 2,900,000.00;

(b)

Kemira’s Intercompany Receivables will total EUR 117,000,000.00; of which

(i)

EUR 7,000,000.00 will be against JV US and Kemira Inc.; and

(ii)

the remaining EUR 110,000,000.00 will comprise of (x) the Existing Intercompany Receivables of Kemira against Kemira TiO2 immediately after the Closing; and (y) the remaining fraction of the Sachtleben Share Transfer Receivable against Finnish HoldCo retained by Kemira as it is going to be determined pursuant to section 3.4.3;

(c)

JV Europe’s intercompany receivables will amount to a total of EUR 0.00 (in words: zero) as a result of the transaction pursuant to section 3.4.3 and the JV Europe Share Transfer Receivable having been settled in cash.

For the avoidance of doubt and notwithstanding anything to the contrary contained herein or in the Master Agreement if, for whatever reason, the amount of intercompany receivables of the Parties against the JV Group Companies will deviate from what has been outlined in this section 3.5, the Parties shall take all such actions and make or receive all such declarations in order to provide a situation which is, from an economical point of view, identical to the situation outlined in this section 3.5.

4.

KEMIRA OBERHAUSEN ASSETS

4.1

Assets Subject to Transfer

The Kemira Oberhausen Assets subject to the transfer pursuant to section 2 shall include

(a)

the tangible assets, other movable property, stocks and including contracts and contract offers listed in Annex 4.1(a) ;

(b)

such other tangible assets, other movable property, stocks, contracts and contract offers owned by or acquired by or on behalf of the Oberhausen Business Unit, or otherwise supplied to the Oberhausen Business Unit from the Effective Date and until the Closing Date, except where

(i)

a predominant use of such asset was made by Kemira Affiliates (as defined below) outside the Oberhausen Business Unit and the continued use of such asset is either procured under a Transitional Service Agreement or otherwise provided free of charge to the TiO2 Pigments Business to the same extent such asset was used prior to the date hereof or will be used in line with current planning;

(ii)

such asset is listed in Annex 4.1(b)(ii) ; or

(iii)

such assets pursuant to Annex 4.1(b)(ii) include contracts and contract offers which are not included in Annex 4.1(a); or

(iv)

such contracts relate to Insurance Policies (as defined below).

(c)

the Oberhausen IP Rights as defined in section 5.2.1; and

(d)

liabilities

(i)

specifically listed in Annex 4.1(d)(i)  (without prejudice to employment-related liabilities, which shall solely be governed by section 17.6); and

(ii)

earn-out payments owed to Gerd Dahms payable after the Closing Date in an amount of up to EUR 233,333.00, provided, however, that Kemira Germany shall remain liable for any prior periods and exceeding payments;

provided, however, that

(e)

in respect of each of (a) to (d) and in order to avoid a double consideration of items, such items shall be deemed removed or added from or to the Kemira Oberhausen Assets, as the case may be, if and to the extent these items

(i)

have been sold and transferred, added, incurred or created between the Effective Date and the Closing Date other than through a Breach of the No Leakage Provisions (as defined below); or

(ii)

have been sold and transferred, added, incurred or created between the Effective Date and the Closing Date as a result of a Breach of the No Leakage Provisions if and to the extent such breach will be compensated pursuant to section 16; or

(iii)

have resulted in an actual adjustment of the Shareholding Split under the Master Agreement.

Any material changes shall be notified to Rockwood until five days before the Closing Date.

4.2

Provisions relating to the Kemira Oberhausen Assets

4.2.1

To the extent there is a reservation of title in favor of third parties attached to Kemira Oberhausen Assets (other than IP Rights and Know-How) or there has been a transfer of ownership of such assets by way of security ( Sicherungsübereignung ), the performance obligation in relation to the third party remains with the respective Kemira Affiliate. If the Kemira Affiliate fails to fulfill this obligation on or before the Closing Date, Kemira may, with the consent of JV Europe, do so (or procure that the Affiliate does so) no later than five days on which banks in Frankfurt am Main, Germany, and Helsinki, Finland, are generally open for business (a “ Business Day ”) following the Closing Date, provided that Kemira shall provide evidence of such fulfillment to JV Europe without undue delay ( unverzüglich ).

4.2.2

As used in this Agreement, with respect to a person or entity, “ Affiliate ” shall have the meaning given in section 15 et seq. of the German Stock Corporation Act ( AktG ), but

(a)

with respect to Rockwood Holdings, Rockwood, Rockwood Germany and Kemira shall exclude JV Group Companies (“ JV Group Companies ” defined as including

only JV Europe, Sachtleben, Finnish HoldCo, Kemira TiO2, JV US, Sachtleben Corp, Kemira Inc. and Maybrook, Sachtleben Trading (Shanghai) Company Limited, each a “ JV Group Company ”) as well as JV Europe’s direct and indirect subsidiaries and shareholdings; and

(b)

with respect to the JV Group Companies shall exclude Rockwood Holdings, Rockwood, Rockwood Germany and Kemira and their Affiliates.

4.3

Transfer of Contracts and Contract Offers

Kemira hereby undertakes vis-à-vis JV Europe with effect as of the Closing Date to assign or secure the assignment of the contracts listed in Annex 4.3 to JV Europe (or at JV Europe’s election to any JV Group Company).

4.4

Transfer of Liabilities

To the extent the Kemira Oberhausen Assets include liabilities (collectively, the “ Transferred Liabilities ”)

(a)

JV Europe hereby undertakes to the obligor under such liability (i.e. Kemira or Kemira Germany) to assume such liability with effect as of the Closing Date and with a discharging effect.

(b)

Kemira and JV Europe jointly endeavor (and will cause their Affiliates to endeavor) to obtain the consent of those third parties who are creditors of the Transferred Liabilities. If it is not possible to obtain such consent or if this is not expedient (in the opinion of both Kemira and JV Europe), Kemira and/or Kemira’s Affiliate, as applicable, and JV Europe will – to the extent legally permissible – conduct themselves and treat each other inter se as if JV Europe had validly assumed the relevant liability with effect as of the Closing Date. In this case, Kemira and/or Kemira’s Affiliate, as applicable, will remain the nominal debtor in relation to third parties, but will internally fulfill the liability for the account of and on the instructions of JV Europe.

4.5

Each of Kemira and Kemira Germany and JV Europe, as the case may be, hereby accept any transfers or declarations as set out in section 4.

4.6

The Parties shall cooperate in good faith on the transfer or migration of any other services required by the Oberhausen Assets after the Closing Date, including, for the avoidance of doubt, IT services and payroll services.

5.

INTELLECTUAL PROPERTY RIGHTS

5.1

Definitions

5.1.1

“ IP Rights ” shall be defined as patents, utility models, domain names and trademarks as well as rights of use and enjoyment and rights of exploitation of works protected by copyright (including computer programs), of compilations ( Sammelwerke ) and data base works protected by copyright like independent works, as well as of industrial property and copyright protection rights ( Leistungsschutzrechte ) (including rights to data bases protected by copyright), including all rights acquired to identification marks through use, and the rights to the relevant applications for registration, irrespective of whether any such rights are registered and licenses thereto.

5.1.2

“ Know How ” shall be defined as the inventions, trade secrets, procedures, formulae and all technical, operational and commercial know-how (including machine-readable data) and other immaterial assets, irrespective of whether or not they can be registered, including all embodiments, such as drawings, notes, or documentation, and licenses thereto.

5.1.3

“ Nanotechnology IP Rights ” shall be defined as

(a)

the IP Rights listed in Annex 5.1.3(a) ; and

(b)

the Know-How developed by Kemira Germany primarily relating to nanoemulsions and nanodispersions and the production thereof as well as related to the IP Rights pursuant to section 5.1.3(a) (the “ Nanotechnology Know How ”).

5.2

Transfer of IP Rights

5.2.1

The IP Rights and Know-How which transfer as part of the Kemira Oberhausen Assets (the “ Oberhausen IP Rights ”) pursuant to sections 2 and 4 shall include

(a)

the IP Rights and Know-How listed in Annex 5.2.1(a) ; and

(b)

the IP Rights (if any) and Know-How owned or licensed by Kemira Germany that was used primarily by or relate primarily to the Kemira TiO2 Pigments Business in the year preceding the date of this Agreement.

For