**Exhibit 10.61**

** **

**FIRST AMENDMENTTO THEROCKWOOD SPECIALTIES INC.MONEY PURCHASE PENSION PLAN**

 

(As Amended and Restated Effective as of January 1, 2008)

 

THISAMENDMENT to the Rockwood Specialties Inc. Money Purchase Pension Plan (“Plan”)is hereby made and entered into by Rockwood Specialties Inc. (the “Company”), effective asof the dates hereinbelow.

 

WITNESSETH:

 

WHEREAS,the Company maintains the Plan for the benefit of its eligible employees andtheir beneficiaries;

 

WHEREAS,the Company desires to amend the Plan to reflect legal changes applicable tothe Plan, including the Pension Protection Act of 2006 (“PPA”), and the HeroesEarnings Assistance and Relief Tax Act of 2008 (the “HEART Act”); and

 

WHEREAS,the Plan reserves to the Company the right to amend or modify the Plan fromtime to time.

 

NOW,THEREFORE, BE IT RESOLVED, that the Plan is hereby amended as follows:

 

**1.**

 

Effectiveas of January 1, 2009, **Section 1.11**is amended by adding thefollowing sentence to its end:

 

“Effectivefor Plan Years beginning on or after January 1, 2009, Compensation shallinclude any payments made to an Employee in qualified military service, asdefined under Code Section 414(u), while on active duty for a period ofmore than thirty (30) days that represents all or a portion of the wages thatthe Participant would have received if the Participant were performing servicesfor the Employer during such time.”

 

**2.**

 

Effectiveas of January 1, 2007, **Section 1.44**is amended by adding thefollowing sentence to its end:

 

“Notwithstandingany provision of this Plan to the contrary, effective as of January 1,2007, a Participant’s change in status from an Eligible Employee to LeasedEmployee shall not be deemed to be a Termination of Employment or adistribution event under Article VI.”

 

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**3.**

 

Effectiveas of January 1, 2009, **Section 3.5.2(d) **is amended bydeleting it in its entirety and substituting the following therefor:

 

“Inthe event the amount of Annual Additions made on behalf of a Participant duringany Limitation Year beginning on or after January 1, 2009 exceeds theMaximum Permissible Amount, such excess Annual Additions shall be correctedusing the correction methods available under the Internal Revenue Service’sEmployee Plans Compliance Resolution System (EPCRS), as it may be amended fromtime to time.”

 

**4.**

 

Effectiveas of January 1, 2010, **Section 7.3.1**is amended by the following sentence immediately after its firstsentence.

 

“Notwithstandinganything in the Plan to the contrary, for distributions after December 31,2009, a non-spouse Beneficiary who is a “designated beneficiary” under Code Section 401(a)(9)(E) mayroll over all or any portion of his distribution in any direct trustee totrustee transfer to an individual retirement account established by the Beneficiarywhich meets the requirements of an inherited IRA under Code Section 402(c)(11)if the distribution otherwise meets the definition of an eligible rolloverdistribution as described in Section 7.3.2(a).”

 

**5.**

 

Effectiveas of January 1, 2007, **Section 8.1.1**is amended by adding the following sentence to its end:

 

“Notwithstandinganything in the Plan to the contrary, effective for deaths occurring on orafter January 1, 2007, if a Participant dies while in qualified militaryservice, as defined under Code Section 414(u), and before his BenefitCommencement Date under the Plan, the Participant will be treated as if (i) hewas reemployed by the Employer on the date immediately preceding his death and (ii) hisdate of death was his Termination of Employment. The preceding sentence shallnot apply for the purposes of determining any contributions under the Plan.”

 

**6.**

 

Exceptas herein amended, the provisions of the Plan shall remain in full force andeffect.

 

[SignaturePage Follows]

 

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INWITNESS WHEREOF, the Company has caused this First Amendment to be executed onits behalf by its duly authorized agent as of the 22 day of December 2009,to be effective as of the dates provided herein.

 

 
| ** ** | **ROCKWOOD  SPECIALTIES INC.** |
|------------|--------------------------------|
|       |                           |
|       |                           |
|       | By:                            | /s/  Donna M. Abrunzo |
|       |                           |   |
|       |                           |   |
|       | Name:                          | Donna  M. Abrunzo |
|       |                           |   |
|       |                           |   |
|       | Title:                         | Assistant  Secretary |

 

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