**Exhibit10.60**

 

**FIRST AMENDMENTTO THEPROFIT-SHARING/401(k) PLAN FOREMPLOYEES OF ROCKWOOD SPECIALTIES INC.**

 

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

 

THIS AMENDMENT to the Profit-Sharing/401(k) Plan forEmployees of Rockwood Specialties Inc. (the “Plan”) is hereby made andentered into by Rockwood Specialties Inc. (the “Company”), effective as of the dates hereinbelow.

 

WITNESSETH:

 

WHEREAS, the Company sponsors and maintains the Plan forthe benefit of the Plan’s participants and beneficiaries;

 

WHEREAS, the Company desires to amend the Plan to reflectlegal changes applicable to the Plan, including the Pension Protection Act of2006 (“PPA”), and the Heroes Earnings Assistance and Relief Tax Act of 2008(the “HEART Act”); and

 

WHEREAS, the Plan reserves to the Company the right toamend or modify the Plan from time to time.

 

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

 

**1.**

 

Effective January 1, 2009, **Section 1.15**is amended by adding the following paragraph to its end:

 

“Effective for Plan Years beginning on or after January 1,2009, Compensation shall include any payments made to an Employee in qualifiedmilitary service, as defined under Code Section 414(u), while on activeduty for a period of more than thirty (30) days that represents all or aportion of the wages that the Participant would have received if theParticipant were performing services for the Employer during such time.”

 

**2.**

 

Effective as of January 1, 2007, **Section 1.63**is amended by adding the following sentence to its end:

 

“Notwithstanding any provision of this Plan to thecontrary, effective as of January 1, 2007, a Participant’s change instatus from an Eligible

 

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Employeeto Leased Employee shall not be deemed to be a Termination of Employment or adistribution event under Article VI.”

 

**3.**

 

Effectiveas of January 1, 2008, **Section 3.3.2(a) **is amended byadding the following new sentence to the end of its second paragraph:

 

“Notwithstandingthe foregoing, for Plan Years beginning on or after January 1, 2008, “gapperiod” gain or loss shall not be required on corrective distributions ofExcess Deferrals.”

 

**4.**

 

Effectiveas of January 1, 2008, **Section 3.3.3(b) **is amended byadding the following new sentence to its end:

 

“Notwithstandingthe foregoing, for Plan Years beginning on or after January 1, 2008, “gapperiod” gain or loss shall not be required on corrective distributions ofExcess Contributions.”

 

**5.**

 

Effectiveas of January 1, 2008, **Section 3.4.2(b) **is amended byadding the following new sentence to its end:

 

“Notwithstandingthe foregoing, for Plan Years beginning on or after January 1, 2008, “gapperiod” gain or loss shall not be required on corrective distributions ofExcess Aggregate Contributions.”

 

**6.**

 

Effectiveas of January 1, 2009, **Section 3.8.2(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.”

 

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**7.**

 

Effectiveas of January 1, 2010, **Section 7.3.1**is amended by the following sentence after its first paragraph:

 

“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 theBeneficiary which meets the requirements of an inherited IRA under Code Section 402(c)(11) if the distribution otherwise meetsthe definition of an eligible rollover distribution as described in Section 7.3.2(a).”

 

**8.**

 

Effectiveas of January 1, 2007, **Section 8.1**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.”

 

**9.**

 

Exceptas amended herein, 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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