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                                                                   Exhibit 10.60

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                                       DE/EvO/80042173
                                       First Deed of Pledge of Resolution Shares

On this, the twenty-second day of December two thousand three, appeared before
me, Bart Theodoor Derogee, civil-law notary in Rotterdam, the Netherlands: Elise
Martine van Oirschot, employed at the office of me, civil-law notary at 3014 DA
Rotterdam, the Netherlands, Weena 750, born at Rijssen, the Netherlands on the
fourteenth day of September nineteen hundred seventy-seven, acting for the
purposes hereof as attorney -- duly authorised in writing -- of:
A.   Resolution Performance Products LLC., a limited liability company organized
     under the laws of the State of Delaware, United States of America, having
     its registered office at CSC, 2711 Centerville Road, Suite 400, Wilmington,
     Delaware (DE) 19808, United States of America, hereinafter referred to as
     "RPP USA,";
B.   RPP Capital Corporation, a corporation organised and existing under the
     laws of Delaware, having its registered office at CSC, 2711 Centerville
     Road, Suite 400, Wilmington, Delaware DE 19808, United States of America,
     hereinafter referred to as "US Finance Corp";
C.   Resolution Holdings B.V., a private company with limited liability
     ("besloten vennootschap met beperkte aansprakelijkheid") organized and
     existing under the laws of the Netherlands, having its corporate seat at
     's-Gravenhage and its registered office at Vondelingenweg 601, 3196 KK
     Vondelingenplaat (Rotterdam), the Netherlands, trade register number
     27182096, hereinafter referred to as "Resolution Holdings";
D.   Resolution Europe B.V. (formerly known as Resolution Nederland B.V.), a
     private company with limited liability ("besloten vennootschap met beperkte
     aansprakelijkheid") organized and existing under the laws of the
     Netherlands, having its corporate seat at Rotterdam and its registered
     office at Vondelingenweg 601, 3196 KK Vondelingenplaat (Rotterdam), the
     Netherlands, trade register number 24294676, hereinafter referred to as
     "Resolution Europe";
E.   Resolution Research Nederland B.V., a private company with limited
     liability ("besloten vennootschap met beperkte aansprakelijkheid")
     organized and existing under the laws of the Netherlands, having its
     corporate seat at Rotterdam and its registered office at Vondelingenweg
     601, 3196 KK Vondelingenplaat (Rotterdam), the Netherlands, trade register
     number 27182782, hereinafter referred to as "Resolution Research";
The entities sub A and C are hereinafter referred to as a "Pledgor", and
together as the "Pledgors";
F.   Morgan Stanley & Co., Incorporated, a company organized and existing under
     the laws of Delaware, United States of America, having its corporate seat
     at 1585 Broadway, New York, NY 10036, United States of America, which in
     its turn is acting for the purposes hereof in its capacity

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     as Collateral Agent as defined in the Credit Agreement as hereinafter
     defined but in such capacity acting on its own behalf (voor zich) and not
     as agent or trustee for any other person other than when explicitly
     otherwise provided for herein (hereinafter referred to as the "Collateral
     Agent"); and
G.   The Bank of New York, a New York banking corporation organized and existing
     under the laws of New York, United States of America, having a corporate
     trust office at 101 Barclay Street - 8W, New York, New York, 10286, United
     States of America, which in its turn is acting for the purposes hereof in
     its capacity as Trustee as defined in the Indenture, hereinafter referred
     to as the "Additional Senior Secured Notes Trustee".
The person appearing declared as follows:
WHEREAS
-------
(A)  Capitalized terms used but not defined in this deed of pledge shall have
     the meanings given to them in the Credit Agreement dated as of the
     fourteenth day of November two thousand, among Resolution Performance
     Products, Inc., Resolution Performance Products LLC, RPP Capital
     Corporation, Resolution Europe B.V. (formerly known as Resolution Nederland
     B.V.), the Lenders (as defined therein), Citigroup Global Markets Inc.
     (formerly known as Salomon Smith Barney, Inc.) as Syndication Agent,
     JPMorgan Chase Bank (formerly known as Morgan Guaranty Trust Company of New
     York) as Documentation Agent and Morgan Stanley Senior Funding, Inc. as
     Administrative Agent, Lead Arranger and Sole Book Manager, as the same may
     be amended, modified, varied, supplemented, novated or restated from time
     to time (including, without limitation, by way of increase of the
     facilities made available thereunder and including, but not limited to, as
     amended pursuant to the Fifth Amendment dated as of the fifteenth day of
     December two thousand three), hereinafter referred to as the "Credit
     Agreement";
(B)  The Credit Agreement provides for the making of Loans to the Borrowers and
     the issuance of, and participation in, Letters of Credit for the account of
     the Borrowers, all as contemplated therein (the Lenders, the Syndication
     Agent, the Documentation Agent, the Lead Arranger, the Administrative Agent
     and the Collateral Agent herein collectively called the "Lender
     Creditors");
(C)  RPP USA, one or more Wholly-Owned Subsidiaries of RPP USA and JP Morgan
     Chase Bank (or any successor by merger thereto) and/or one or more of its
     banking affiliates or another bank reasonably satisfactory to the
     Administrative Agent (collectively, the "Overdraft Creditors" and, together
     with the Lender Creditors and the Other Creditors, as hereinafter

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     defined, the "Secured Creditors") have entered into a, or in the future may
     enter into, a credit arrangement (as amended, modified, supplemented,
     replaced or refinanced from time to time, the "Overdraft Agreement"),
     providing for (i) the extension of a line of credit or an overdraft
     facility (the "Overdraft Line") to RPP USA and such Wholly-Owned
     Subsidiaries in the aggregate principal amount not to exceed twenty million
     United States Dollars (U.S. $20,000,000.--) at any time outstanding and
     (ii) the guaranty by the respective Pledgors of the obligations of one
     another thereunder (although no Foreign Subsidiary shall guaranty the
     obligations of RPP USA or a Domestic Subsidiary thereunder) (each, an
     "Overdraft Guaranty" and, collectively, the "Overdraft Guarantees");
(D)  the Borrowers have entered into, or in the future may enter into may from
     time to time enter into one or more (i) interest rate protection agreements
     (including, without limitation, interest rate swaps, caps, floors, collars,
     hedging and similar agreements or arrangements), (ii) foreign exchange
     contracts, currency swap agreements, commodity agreements or other similar
     agreements or arrangements designed to protect against fluctuations in
     currency or commodity values and/or (iii) other types of hedging agreements
     from time to time (each such agreement or arrangement with an Other
     Creditor (as hereinafter defined), an "Interest Rate Protection Agreement
     or Other Hedging Agreement"), with Morgan Stanley Senior Funding, Inc., any
     Lender, or an affiliate of Morgan Stanley Senior Funding, Inc. or any such
     Lender (Morgan Stanley Senior Funding, Inc., any such Lender or Lenders or
     affiliate or affiliates of Morgan Stanley Senior Funding, Inc. or such
     Lender or Lenders (even if Morgan Stanley Senior Funding, Inc. or any such
     Lender ceases to be a Lender under the Credit Agreement for any reason) and
     their subsequent successors and assigns, collectively, the "Other
     Creditors");
(E)  pursuant to the Foreign Subsidiaries Guaranty executed and delivered by it,
     each of the Companies, other than Resolution Europe, has agreed
     unconditionally and irrevocably, and jointly and severally, to guaranty as
     primary obligor and not merely as surety the Guaranteed Obligation as
     described therein;
(F)  it is a condition to (i) the continued making of Loans to the Borrowers
     under the Credit Agreement, (ii) the Other Creditors continuing to enter
     into Interest Rate Protection Agreements or Other Hedging Agreements and
     (iii) the extension of the Overdraft Line pursuant to the Overdraft
     Agreement, that each Pledgor shall have executed and delivered to the
     Collateral Agent this Deed;
(G)  each Pledgor will obtain benefits from the continued incurrence of Loans

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     and, in the case of RPP USA, also from the continued issuance of Letters of
     Credit, under the Credit Agreement, the extension of the Overdraft Line
     pursuant to the Overdraft Agreement and the entering into of Interest Rate
     Protection Agreements or Other Hedging Agreements and, accordingly, each
     Pledgor desires to execute this Deed to satisfy the conditions described in
     the preceding paragraph;
(H)  the US Borrowers and the Additional Senior Secured Notes Trustee have
     entered into an Additional Senior Secured Notes Indenture dated as of the
     twenty-second day of December two thousand three, providing for the
     issuance of the eight per cent (8%) Notes due two thousand nine (2009) by
     the US Borrowers (as the same may be amended, modified, varied,
     supplemented, novated or restated from time to time, hereinafter the
     "Indenture");
(I)  pursuant to Section 43 of the Fifth Amendment to the Credit Agreement dated
     as of the fifteenth day of December two thousand three, the Lender
     Creditors have authorized the Collateral Agent, inter alia, to accept
     security for the obligations of the US Borrowers in respect of the
     Additional Senior Secured Note Documents;
(J)  RPP USA is holder of four-hundred (400) ordinary shares, with a par value
     of one-thousand Netherlands Guilders (NLG 1,000.--) each, numbered 1 up to
     and including 400 in the share capital of Resolution Holdings;
(K)  Resolution Holdings is holder of (i) one-hundred (100) ordinary shares,
     with a par value of one-thousand euros (EUR 1,000.--) each, numbered 1 up
     to and including 100, in the share capital of Resolution Europe, and (ii)
     forty (40) ordinary shares, with a par value of one-thousand Netherlands
     Guilders (NLG 1,000.--) each, numbered 1 up to and including 40, in the
     share capital of Resolution Research;
(L)  the Articles of Association of each Company permit the creation of a pledge
     on the Shares of that Company;
(M)  the Articles of Association of each Company do not explicitly permit a
     transfer of voting rights to a Pledgee of shares in its capital, but
     pursuant to Article 2:198 NCC transfer of voting rights is possible if so
     provided on the establishment of the pledge and if the establishment of the
     pledge is approved by the general meeting of shareholders;
(N)  the Pledgors as sole shareholders of the Companies have resolved to give
     the legally required approval for the vesting of this pledge, including the
     transfer of voting rights.
The person appearing, acting in said capacities, declared that in consideration
of the premises contained herein, the parties hereto agree as follows:
1.   Definitions
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1.1  In this Deed, the following terms shall have the following meaning:

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     "Additional Senior Secured Noteholders" means the holders of the Additional
     Senior Secured Notes.
     "Borrowers" means the US Borrowers and the Dutch Borrower.
     "Company" means Resolution Holdings, Resolution Europe or Resolution
     Research, as the case may be.
     "Deed" means this deed of pledge of shares, as the same may be modified,
     supplemented or amended from time to time in accordance with its terms.
     "Dutch Borrower" means Resolution Europe B.V. (formerly known as Resolution
     Nederland B.V.)
     "Future Europe Shares" means any shares in the capital of Resolution Europe
     acquired by Resolution Holdings after the date thereof.
     "Future Holdings Shares" means any and all shares in the capital of
     Resolution Holdings that RPP USA shall acquire after the date of this Deed,
     which shares together with the Present Holdings Shares represent 65% (or
     such number that most closely approaches 65% without exceeding it) of the
     total issued shares in the share capital of Resolution Holdings and which
     shares shall, for identification purposes, each time be the shares with the
     lowest share numbering of all shares comprised in the relevant acquisition.
     "Future Research Shares" means any shares in the capital of Resolution
     Research acquired by Resolution Holdings after the date hereof.
     "Future Shares" means the Future Holdings Shares, the Future Total Holdings
     Shares, the Future Europe Shares and the Future Research Shares,
     collectively.
     "Future Total Holdings Shares" means any shares in the capital of
     Resolution Holdings acquired by RPP USA after the date hereof.
     "Indenture" has the meaning ascribed thereto in recital (H)
     "Intercreditor Agreement" shall mean the Intercreditor Agreement, dated as
     of the twenty-second day of December two thousand three, among the
     Additional Senior Secured Notes Trustee, the Administrative Agent, the
     Collateral Agent and the Overdraft Creditors, and acknowledged and agreed
     to by the US Credit Parties from time to time party thereto, as amended,
     modified, restated, supplemented or replaced from time to time in
     accordance with the terms thereof, including, without limitation, any
     intercreditor or similar agreement with respect to any refinancing,
     replacement or restructuring (including, without limitation, any such
     agreement increasing the amount of indebtedness referred to therein or
     adding additional parties thereto) with respect to all or any portion of
     the indebtedness referenced in such agreement.
     "NCC" means the Netherlands Civil Code ("Burgerlijk Wetboek").
     "Noteholders' Portion" means at the relevant time those shares with the

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     lowest numbering of the Present Holdings Shares together with any Future
     Holdings Shares, if any, of which the aggregate principal amount, par
     value, book value as carried by RPP USA or the market value as determined
     by RPP USA's board of directors, whichever is the greatest, as such terms
     are interpreted by the SEC under Rule 3-10 or Rule 3-16 of Regulation S-X
     under the Securities Act of 1933, as amended (the "Securities Act"), that
     equal nineteen point ninety-nine per cent (19.99%) (or such number as most
     closely approaches nineteen point ninety-nine per cent (19.99%) without
     exceeding it) of the aggregate principal amount of the Additional Senior
     Secured Notes outstanding at such time.
     "Parallel Debt A" has the meaning provided in Section 3.1 of this Deed.
     "Parellel Debt B" has the meaning provided in Section 4.1 of this Deed.
     "Parallel Debt C" has the meaning provided in Section 5.1 of this Deed.
     "Present Holdings Shares" means sixty-five per cent (65%) of the Total
     Holdings Shares, being two hundred and sixty (260) shares, the shares
     numbered 1 up to and including 260.
     "SEC" means the Securities and Exchange Commission.
     "Secured Indebtedness A" means, collectively, the Secured Obligations A,
     the Parallel Debt A and the payment obligations under this Deed in respect
     of any costs relating to the foreclosure (in Dutch: "kosten van executie")
     of this Deed, each to the extent such obligations consist of a monetary
     payment obligation (in Dutch: "vordering tot voldoening van een geldsom").
     "Secured Indebtedness B" means, collectively, the Secured Obligations B,
     the Parallel Debt B and the payment obligations under this Deed in respect
     of any costs relating to the foreclosure (in Dutch: "kosten van executie")
     of this Deed, each to the extent such obligations consist of a monetary
     payment obligation (in Dutch: "vordering tot voldoening van een geldsom").
     "Secured Indebtedness C" means, collectively, the Secured Obligations C,
     the Parallel Debt C and the payment obligations under this Deed in respect
     of any costs relating to the foreclosure (in Dutch: "kosten van executie")
     of this Deed, each to the extent such obligations consist of a monetary
     payment obligation (in Dutch: "vordering tot voldoening van een geldsom").
     "Secured Obligations A" shall mean for each Borrower:
     (i)    the full and prompt payment when due (whether at the stated
            maturity, by acceleration or otherwise) of all monetary obligations,
            liabilities and indebtedness (including, without limitation,
            indemnities, fees and interest thereon, including, without
            limitation, all interest that accrues after the

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            commencement of any case, proceeding or other action relating to the
            bankruptcy, insolvency, reorganization or similar proceeding of any
            Borrower at the rate provided for in the respective documentation,
            whether or not a claim for post-petition interest is allowed in any
            such proceeding or applicable law) of a Borrower to the Lender
            Creditors, whether now existing or hereafter incurred under, arising
            out of, or in connection with the Credit Agreement and the other
            Credit Documents to which such Borrower is a party (including all
            such obligations and indebtedness of such Borrower under any
            Guaranty to which it is a party); and the due performance and
            compliance by such Borrower with all of the terms, conditions and
            agreements contained in the Credit Agreement and the other Credit
            Documents to which such Borrower is a party;
     (ii)   the full and prompt payment when due (whether at the stated
            maturity, by acceleration or otherwise) of all monetary obligations,
            liabilities and indebtedness (including, without limitation,
            indemnities, fees and interest thereon, including, without
            limitation, all interest that accrues after the commencement of any
            case, proceeding or other action relating to the bankruptcy,
            insolvency, reorganization or similar proceeding of any Borrower at
            the rate provided for in the respective documentation, whether or
            not a claim for post-petition interest is allowed in any such
            proceeding or applicable law) owing by a Borrower to the Overdraft
            Creditors under, or with respect to, the Overdraft Line (including
            all such obligations, liabilities and indebtedness under each
            Guaranty to which such Pledgor is a party); and the due performance
            and compliance by such Borrower with all of the terms, conditions
            and agreements contained in the Overdraft Agreement;
     (iii)  the full and prompt payment when due (whether at the stated
            maturity, by acceleration or otherwise) of all monetary obligations
            and liabilities, (including, without limitation, all interest that
            accrues after the commencement of any case, proceeding or other
            action relating to the bankruptcy, insolvency, reorganization or
            similar proceeding of any Borrower at the rate provided for in the
            respective documentation, whether or not a claim for post-petition
            interest is allowed in any such proceeding or applicable law) owing
            by such Borrower to the Other Creditors under, or with respect to
            (including by reason of any Guaranty to which it is a party), any
            Interest Rate Protection Agreement or Other Hedging Agreement,
            whether such Interest

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            Rate Protection Agreement or Other Hedging Agreement is now in
            existence or hereafter arising; and the due performance and
            compliance by such Borrower with all of the terms, conditions and
            agreements contained in any Interest Rate Protection Agreement or
            Other Hedging Agreements;
     (iv)   any and all sums advanced by the Collateral Agent in order to
            preserve the Shares or preserve the security interests hereby
            created;
     (v)    in the event of any proceeding for the collection or enforcement of
            any indebtedness, obligations or liabilities of a Borrower referred
            to in clauses (i), (ii), (iii) and (iv) above, after an Event of
            Default (which term to mean and include any Event of Default under,
            and as defined in, the Credit Agreement or (i) any payment default
            under any Interest Rate Protection Agreement or Other Hedging
            Agreement or the Overdraft Agreement and (ii) after the payment in
            full of the Credit Document Obligations and the Other Obligations,
            any "Event of Default" (or similar term) under, and as defined in,
            the Overdraft Agreement) shall have occurred and be continuing, the
            reasonable expenses of retaking, holding, preparing for sale,
            selling or otherwise disposing of or realizing on the Shares, or of
            any exercise by its rights hereunder, together with reasonable
            attorney's fees and court costs; and
     in each case other than the Parallel Debt A, the Secured Indebtedness B,
     the Secured Indebtedness C and any other obligation pursuant to this Deed.
     "Secured Obligations B" means for each US Borrower (i) the full and prompt
     payment when due (whether at the stated maturity, by acceleration or
     otherwise) of all obligations, liabilities and indebtedness (including,
     without limitation, indemnities, fees and interest thereon (including,
     without limitation, all interest that accrues after the commencement of any
     case, proceeding or other action relating to the bankruptcy, insolvency,
     reorganization or similar proceeding of any US Borrower at the rate
     provided for in the respective documentation, whether or not a claim for
     post-petition interest is allowed in any such proceeding or applicable
     law)) of such US Borrower owing to the Additional Senior Secured
     Noteholders, whether now existing or hereafter incurred under, arising out
     of, or in connection with the Additional Senior Secured Notes and the
     Indenture to which such US Borrower is a party and the due performance and
     compliance by such US Borrower with all of the terms, conditions and
     agreements contained in the Additional Senior Secured Notes and in the
     Indenture, (ii) any and all sums advanced by the Collateral Agent in order
     to preserve the Shares or

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     preserve the security interests hereby created and (iii) in the event of
     any proceeding for the collection or enforcement of any indebtedness,
     obligations or liabilities of a US Borrower referred to in clauses (i) and
     (ii) above, after an Event of Default (which term to mean and include any
     Event of Default under, and as defined in, the Indenture, the reasonable
     expenses of retaking, holding, preparing for sale, selling or otherwise
     disposing of or realizing on the Shares, or of any exercise by its rights
     hereunder, together with reasonable attorney's fees and court costs,
     in each case other than the Parallel Debt B, the Secured Indebtedness A,
     the Secured Indebtedness C and any other obligation pursuant to this Deed.
     "Secured Obligations C" means the Dutch Guaranteed Obligations, as defined
     in the Credit Agreement, other than the Parallel Debt C and any other
     obligation pursuant to this Deed.
     "Shares" means the Total Shares and the Future Shares.
     "Total Europe Shares" means one-hundred (100) ordinary shares, with a par
     value of one thousand Euros (EUR 1,000.00) each, numbered 1 up to and
     including 100, in the share capital of Resolution Europe.
     "Total Holdings Shares" means four-hundred (400) ordinary shares, with a
     par value of one thousand Netherlands Guilders (NLG 1,000.00) each,
     numbered 1 up to and including 400 in the share capital of Resolution
     Holdings.
     "Total Research Shares" means forty (40) ordinary shares, with a par value
     of one thousand Netherlands Guilders (NLG 1,000.00) each, numbered 1 up to
     and including 40, in the share capital of Resolution Research.
     "Total Shares" means the Total Holdings Shares, the Total Europe Shares and
     the Total Research Shares, collectively.
     "US Borrowers" means RPP USA and US Finance Corp.
1.2  (a)    References to Articles are to be construed as references to Articles
            of this Deed.
     (b)    Words importing the singular shall include the plural and vice versa
            and persons shall include bodies corporate and other legal entities
            and vice versa.
     (c)    Headings are for convenience only and shall not affect the
            construction hereof.
     (d)    References to any party or other person shall be deemed to be
            references to or to include, as appropriate, their respective
            successors and permitted transferees and assigns.
     (e)    References to the Credit Agreement shall be deemed to include
            references to that agreement as it may be amended (including any

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            amendment and restatement), modified, novated, supplemented or
            restated from time to time (including, any
            agreement extending the maturity of, refinancing, replacing or
            otherwise restructuring (including increasing the amount of
            available borrowings thereunder) all or any portion of the debt
            under such agreement or any successor or replacement agreement and
            whether by the same or any other agent, lender or group of lenders),
            and references to the Secured Obligations A and Parallel Debt A
            shall be deemed to include any and all monetary obligations,
            liabilities and indebtedness which any of the Borrowers may have
            under or in connection with the Credit Agreement as the same may be
            so amended, modified, novated, supplemented or restated from time to
            time.
2.   Creation of Pledge on Shares
---------------------------------
2.1  In order to secure the Secured Indebtedness A, RPP USA agrees to pledge and
     pledges ("verpandt") the Present Holdings Shares and agrees to pledge and
     pledges in advance ("bij voorbaat") the Future Holdings Shares to the
     Collateral Agent. The Collateral Agent hereby agrees to accept and accepts
     this right of pledge.
2.2  In order to secure the Secured Indebtedness B, RPP USA agrees to pledge and
     pledges ("verpandt") to the Collateral Agent (i) the Noteholders' Portion
     and (ii) subject to the suspensive condition ("opschortende voorwaarde")
     from time to time that the number of shares pledged under this Article 2.2
     to secure the Secured Indebtedness B is less than the Noteholders' Portion,
     such Present Holdings Shares and, in advance ("bij voorbaat") such Future
     Holdings Shares, if any, as are necessary from time to time to achieve that
     the number of shares pledged under this Article 2.2 to secure the Secured
     Indebtedness B, equals the Noteholders' Portion, which shares shall be each
     time the shares unencumbered pursuant to this Article 2.2. with the lowest
     share numbering. Such right of pledge to be effective each time the
     suspensive condition is fulfilled. The Collateral Agent hereby agrees to
     accept and accepts, and as far as the Future Holdings Shares are concerned,
     accepts in advance, such rights of pledge. Under the suspensive condition
     ("opschortende voorwaarde") from time to time that the Present Holdings
     Shares together with the Future Holdings Shares, if any, pledged pursuant
     to this Article 2.2, are in excess of the Noteholders' Portion, the
     Collateral Agent herewith releases ("doet afstand van") the right of pledge
     on such shares and RPP USA herewith accepts such release. Such release
     shall be effective each time such excess has occurred, shall each time
     concern the shares with the highest share numbering of the shares
     encumbered pursuant to Article 2.2 and shall only concern the rights of

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     pledge created as security for the Secured Indebtedness B.
2.3  Subject to the suspensive condition hereafter described, the Collateral
     Agent hereby releases ("doet afstand van"), and RPP USA hereby accepts such
     release, the right of pledge created pursuant to Article 2.2 on those
     Present Holdings Shares and/or Future Holdings Shares which right of pledge
     triggers a requirement to file with the SEC (or any other governmental
     agency) separate financial statements of Resolution Holdings in the event
     that Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act is
     amended, modified or interpreted by the SEC to require (or is replaced with
     another rule or regulation, or any other law, rule or regulation is
     adopted, which would require), such filing. This release is granted under
     the suspensive condition ("opschortende voorwaarde") from time to time that
     a filing requirement as described in the preceding sentence has become
     effective. The release shall only release the rights of pledge on that
     number of shares which trigger the requirement to file, shall each time
     concern the shares with the highest share numbering of the shares
     encumbered pursuant to Article 2.2 and shall only concern the right of
     pledge created as security for the Secured Indebtedness B.
2.4  In order to secure the Secured Indebtedness C, RPP USA agrees to pledge and
     pledges ("verpandt") the Total Holdings Shares and agrees to pledge and
     pledges in advance ("bij voorbaat") the Future Total Holdings Shares to the
     Collateral Agent. The Collateral Agent hereby agrees to accept and accepts
     this right of pledge.
2.5  The parties acknowledge and agree that the rights of pledge created in
     Article 2.1, Article 2.2 and Article 2.3 of this Deed on shares in the
     share capital of Resolution Holdings are equal in rank, each right of
     pledge being a first priority right of pledge.
2.6  In order to secure the Secured Indebtedness A, other than obligations of
     the US Borrowers under the Credit Agreement or under this Deed, Resolution
     Holdings agrees to pledge and pledges ("verpandt") the Total Europe Shares
     and the Total Research Shares and agrees to pledge and pledges in advance
     ("bij voorbaat") the Future Europe Shares and the Future Research Shares to
     the Collateral Agent. The Collateral Agent hereby agrees to accept and
     accepts these rights of pledge.
2.7  Upon acquisition of the Future Holdings Shares and/or the Future Total
     Holdings Shares, each of RPP USA and Resolution Holdings shall, at its own
     expense, execute such agreements, deeds, confirmations and notices, give
     such assurances and do all such acts and things as the Collateral Agent may
     reasonably require to create or perfect the Collateral Agent's security
     rights in respect of the Future Holdings Shares and the Future Total
     Holdings Shares all on the same terms and

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     conditions as provided for in this Deed. Upon acquisition of the Future
     Europe Shares or the Future Research Shares, each of Resolution Holdings
     and, Resolution Europe or Resolution Research, respectively, shall, at its
     own expense, execute such agreements, deeds, confirmations and notices,
     give such assurances and do all such acts and things as the Collateral
     Agent may reasonably require to create or perfect the Collateral Agent's
     security rights in respect of the Future Europe Shares or the Future
     Research Shares all on the same terms and conditions as provided for in
     this Deed.
3.   Parallel Debt A
--------------------
3.1  Each of the Borrowers hereby irrevocably and unconditionally undertakes to
     pay to the Collateral Agent an amount equal to the aggregate amount payable
     ("verschuldigd") by such Borrower in respect of its Secured Obligations A
     as they may exist from time to time. The payment undertaking of each
     Borrower under this Article 3.1 is hereinafter to be referred to as
     "Parallel Debt A". Each Parallel Debt A will be payable in the currency or
     currencies of the relevant Secured Obligations A.
3.2  Each Parallel Debt of a Borrower will become due and payable ("opeisbaar")
     on the date on which one or more of the Secured Obligations A of such
     Borrower become due and payable.
3.3  Each of the parties to this Agreement, and the Collateral Agent (pursuant
     to the written power of attorney contained in Section 12.11 of the Credit
     Agreement also on behalf of the Lender Creditors), hereby acknowledges
     that:
     a.     each Parallel Debt A constitutes an undertaking, obligation and
            liability of the relevant Borrower to the Collateral Agent which is
            separate and independent from, and without prejudice to, the Secured
            Obligations A; and
     b.     each Parallel Debt A represents the Collateral Agent's own separate
            and independent claim ("eigen en zelfstandige vordering") to receive
            payment of such Parallel Debt A from the relevant Borrower,
     it being understood, in each case, that pursuant to Article 3.1 the amount
     which may become payable by a Borrower as its Parallel Debt A shall never
     exceed the total of the amounts which are payable under the Secured
     Obligations A of such Borrower.
3.4  For the avoidance of doubt, each of the parties to this Agreement and the
     Collateral Agent (pursuant to the written power of attorney contained in
     Section 12.11 of the Credit Agreement also on behalf of the Secured
     Creditors) confirm that in accordance with Articles 3.1 and 3.3 the claim
     of the Collateral Agent against a Borrower in respect of a Parallel Debt

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                                       13
                                       DE/Evo/80042173

     A and the claims of anyone or more of the Secured Creditors against such
     Borrower in respect of the Secured Obligations A payable by such Secured
     Creditors do not constitute common property ("een gemeenschap") within the
     meaning of Article 3:166 NCC and that the provisions relation to such
     common property shall not apply. If, however, it shall be held that such
     claim of the Collateral Agent and such claims of anyone or more of such
     Secured Creditors do constitute common property and such provisions do
     apply, the parties to this Agreement agree that the US Security Agreement
     shall constitute the administration agreement ("beheersregeling") within
     the meaning of Article 3:168 NCC.
3.5  To the extent the Collateral Agent irrevocably ("onaantastbaar") receives
     any amount in payment of the Parallel Debt A of a Borrower, the Collateral
     Agent shall distribute such amount among the Secured Creditors who are
     creditors of the Secured Obligations A of such Borrower in accordance with
     the Intercreditor Agreement, provided that amounts payable in respect of
     clauses (iv) and (v) of the definition of Secured Obligations A shall be
     distributed in accordance with Section 9.4 of the US Security Agreement.
     Upon irrevocable ("onaantastbaar") receipt by the Collateral Agent of any
     amount in payment of the Parallel Debt A of a Borrower ("Received Amount"),
     the Secured Obligations A of the relevant Secured Creditors shall, for the
     purposes of this Parallel Debt A, be reduced by amounts totalling an amount
     ("Deductible Amount") equal to the Received Amount in the manner as if the
     Deductible Amount were received as a payment of the Secured Obligations A
     on the date of receipt by the Collateral Agent of the Received Amount.
4.   Parallel Debt B
--------------------
4.1  The US Borrowers hereby irrevocable and unconditionally undertake to pay to
     the Collateral Agent an amount equal to the aggregate amount payable (in
     Dutch: "verschuldigd") by the US Borrowers to the Additional Senior Secured
     Noteholders in respect of the Secured Obligations B as they may exist from
     time to time. The payment undertaking of each US Borrower to the Collateral
     Agent under this Article 4 is hereinafter to be referred to as "Parallel
     Debt B". Each Parallel Debt B will be payable in the currency of the
     relevant Secured Obligations B.
4.2  Each Parallel Debt B of a US Borrower will become due and payable (in
     Dutch: "opeisbaar") on the date on which one or more of the Secured
     Obligations B become due and payable.
4.3  The US Borrowers, the Additional Senior Secured Notes Trustee, and the
     Collateral Agent hereby acknowledge, and the other Additional Senior

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                                       14
                                       DE/Evo/80042173

     Secured Noteholders (pursuant to Section 10.1(b) of the Indenture) have
     acknowledged that:
     a.   each Parallel Debt B constitutes an undertaking, obligation and
          liability of the US Borrowers to the Collateral Agent which is
          separate and independent from, and without prejudice to, the Secured
          Obligations B; and
     b.   each Parallel Debt B represents the Collateral Agent's own separate
          and independent claim (in Dutch: "eigen en zelfstandige vordering") to
          receive payment of the Parallel Debt B from the US Borrowers;
     it being understood that the amount which may become payable by a US
     Borrower as its Parallel Debt B shall never exceed the total of the amounts
     which are payable under the Secured Obligations B of such US Borrower.
4.4  For the avoidance of doubt, the US Borrowers, the Additional Senior Secured
     Notes Trustee, and the Collateral Agent acknowledge and the other
     Additional Senior Secured Noteholders (pursuant to Section 10.1(b) of the
     Indenture) have acknowledged that the claim of the Collateral Agent against
     a US Borrower in respect of a Parallel Debt B and the claims of any one or
     more of the Additional Senior Secured Noteholders against such US Borrower
     in respect of the Secured Obligations B do not constitute common property
     and that the provisions under the NCC relating to such common property
     shall not apply. If, however, it shall be held that such claim of the
     Collateral Agent and such claim of any one or more of such Additional
     Senior Secured Noteholders do constitute common property and such
     provisions apply, the US Borrowers, the Additional Senior Secured Notes
     Trustee, and the Collateral Agent agree and the other Additional Senior
     Secured Noteholders (pursuant to Section 10.1(b) of the Indenture) have
     agreed that the US Security Agreement shall constitute the administration
     agreement of such common property.
4.5  To the extent the Collateral Agent irrevocably (in Dutch: "onaantastbaar")
     receives any amount in payment of the Parallel Debt B of a US Borrower, the
     Collateral Agent shall distribute such amount among the Additional Senior
     Secured Noteholders in accordance with the Intercreditor Agreement. The
     Additional Senior Secured Notes Trustee agrees, and the other Additional
     Senior Secured Noteholders (pursuant to Section 10.1(b) of the Indenture)
     have agreed, that upon irrevocable (in Dutch: "onaantastbaar") receipt by
     the Collateral Agent of any amount in payment of the Parallel Debt B of a
     US Borrower ("Received Amount"), the Secured Obligations B of the
     Additional Senior Secured Noteholders shall be reduced by amounts totalling
     an amount ("Deductible Amount")

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                                       15
                                       DE/Evo/80042173

     equal to the Received Amount in the manner as if the Deductible Amount were
     received as a payment of the Secured Obligations B on the date of receipt
     by the Collateral Agent of the received amount.
5.   Parallel Debt C
--------------------
5.1  The Dutch Borrower hereby irrevocable and unconditionally undertakes to pay
     to the Collateral Agent an amount equal to the aggregate amount payable (in
     Dutch: "verschuldigd") by it to the Secured Creditors in respect of the
     Secured Obligations C as they may exist from time to time. The payment
     undertaking of the Dutch Borrower to the Collateral Agent under this
     Article 5 is hereinafter to be referred to as the "Parallel Debt C". The
     Parallel Debt C will be payable in the currency of the relevant Secured
     Obligations C.
5.2  The Parallel Debt C will become due and payable (in Dutch: "opeisbaar") on
     or after the date and to the extent one or more of the Secured Obligations
     C become due and payable.
5.3  The Dutch Borrower and the Collateral Agent (pursuant to the written power
     of attorney contained in Section 12.11 of the Credit Agreement also on
     behalf of the Secured Lenders), hereby acknowledges that:
     a.   the Parallel Debt C constitutes an undertaking, obligation and
          liability of the Dutch Borrower to the Collateral Agent which is
          separate and independent from, and without prejudice to, the Secured
          Obligations C; and
     b.   the Parallel Debt C represents the Collateral Agent's own separate and
          independent claim (in Dutch: "eigen en zelfstandige vordering") to
          receive payment of the Parallel Debt C from the Dutch Borrower;
     it being understood that the amount which may become payable by the Dutch
     Borrower as Parallel Debt C shall never exceed the total of the amounts
     which are payable under the Secured Obligations C.
5.4  For the avoidance of doubt, the Dutch Borrower and the Collateral Agent
     (pursuant to the written power of attorney contained in Section 12.11 of
     the Credit Agreement) also on behalf of the Secured Creditors, acknowledge
     that the claim of the Collateral Agent against the Dutch Borrower in
     respect of the Parallel Debt C and the claims of any one or more of the
     Secured Creditors against the Dutch Borrower in respect of the Secured
     Obligations C do not constitute common property and that the provisions
     under the NCC relating to such common property shall not apply. If,
     however, it shall be held that such claim of the Collateral Agent and such
     claims of anyone or more of such Secured Creditors do constitute common
     property and such provisions do apply, the parties to this Agreement agree
     that the US Security Agreement shall constitute the

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                                       16
                                       DE/Evo/80042173

     administration agreement ("beheersregeling") within the meaning of Article
     3:168 NCC.
 5.5 To the extent the Collateral Agent irrevocably ("onaantastbaar") receives
     any amount in payment of the Parallel Debt C of the Dutch Borrower, the
     Collateral Agent shall distribute such amount among the Secured Creditors
     who are creditors of the Secured Obligations C of such Borrower in
     accordance with Section 9.4 (other than 9.4(a)(iv) and (v)) of the US
     Security Agreement relating to the distribution of proceeds. Upon
     irrevocable ("onaantastbaar") receipt by the Collateral Agent of any amount
     in payment of the Parallel Debt C of the Dutch Borrower ("Received
     Amount"), the Secured Obligations C of the relevant Lender(s) shall, for
     the purposes of this Parallel Debt C, be reduced by amounts totalling an
     amount ("Deductible Amount") equal to the Received Amount in the manner as
     if the Deductible Amount were received as a payment of the Secured
     Obligations C on the date of receipt by the Collateral Agent of the
     Received Amount.
6.   Further assurances
-----------------------
Each of the parties shall, if and when reasonably required by the Collateral
Agent, execute such further liens and assurances in favour of the Collateral
Agent for the benefit of the Secured Creditors or the Additional Senior Secured
Noteholders, as the case may be, and do all such acts and things as the
Collateral Agent shall from time to time reasonably require over or in relation
to all or any of the Shares to secure the payment of the relevant Secured
Indebtedness or to perfect or protect the security of the Collateral Agent, as
the case may be, created or purported to be created hereby over the Shares or
any part thereof or to facilitate the realisation of the same but so that the
terms of such further liens and assurances shall be no more onerous than the
terms of this Deed.
7.   Representations and warranties and covenants of Pledgor
------------------------------------------------------------
7.1  Each Pledgor represents, warrants and covenants that:
     (i)    it is the legal and beneficial owner of, and has legal title to the
            Present Shares and the Present Shares have not been encumbered by
            any limited right (in Dutch "beperkt recht") other than the liens
            and security interests created by this Deed, nor has an attachment
            (in Dutch "beslag") been levied on any of the Present Shares;
     (ii)   it has full power, authority and legal right to pledge all the
            Present Shares pledged by it pursuant to this Deed by way of first
            priority right of pledge;
     (iii)  no depositary receipts have been issued for the Present Shares;
     (iv)   the Total Holdings Shares represent the entire issued and
            outstanding share capital of Resolution Holdings;
     (v)    the Total Europe Shares represent the entire issued and

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                                       17
                                       DE/Evo/80042173

            outstanding share capital of Resolution Europe;
     (vi)   the Total Research Shares represent the entire issued and
            outstanding share capital of Resolution Research;
     (vii)  this Deed has been duly authorized, executed and delivered by each
            Pledgor and constitutes the legal, valid and binding obligations of
            such Pledgor, enforceable against such Pledgor in accordance with
            its terms, except to the extent that the enforceability thereof may
            be limited by applicable bankruptcy, insolvency, reorganization,
            moratorium or other similar laws generally affecting creditors'
            rights;
     (viii) except to the extent already obtained or made, no consent of any
            other party (including, without limitation, any stockholder,
            partner, member or creditor of a Pledgor or any of its subsidiaries)
            and no consent, license, permit, approval or authorization of,
            exemption by, notice or report to, or registration, filing or
            declaration with, any governmental authority is required to be
            obtained by a Pledgor in connection with (a) the execution, delivery
            or performance of this Deed, (b) the validity or enforceability of
            this Deed, (c) the perfection or enforceability of the security
            interest in the Shares as created pursuant to this Deed or (d)
            except for compliance with or as may be required by applicable
            securities laws, the exercise by the Collateral Agent of any of its
            rights or remedies provided herein;
     (ix)   the execution, delivery and performance of this Deed will not
            violate any provision of any applicable law or regulation or of any
            order, judgment, writ, award or decree of any court, arbitrator or
            governmental authority, domestic or foreign, applicable to a
            Pledgor, or of the articles of association of a Pledgor or of any
            securities issued by a Pledgor or any of its subsidiaries, or of any
            mortgage, deed of trust, indenture, lease, loan agreement, credit
            agreement or other material contract, agreement or instrument or
            undertaking to which the Pledgor or any of its subsidiaries is a
            party or which purports to be binding upon the Pledgor or any of its
            subsidiaries or upon any of their respective assets and will not
            result in the creation or imposition of (or the obligation to create
            or impose) any lien or encumbrance on any of the assets of the
            Pledgor or any of its subsidiaries except as contemplated by this
            Deed;
     (x)    all of the Present Shares have been duly and validly issued and
            acquired, are fully paid and subject to no options to purchase or
            similar rights.
7.2  Each Pledgor covenants and agrees that it will defend the Collateral

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                                       18
                                       DE/Evo/80042173

     Agent's right, title and security interest in and to the Shares and the
     proceeds thereof against the claims and demands of all persons whomsoever;
     and each Pledgor covenants and agrees that it will have like title to and
     right to pledge any Future Shares hereunder and will likewise defend the
     right thereto and security interest therein of the Collateral Agent.
7.3  Each Pledgor, Resolution Europe and Resolution Research covenant and agree
     that they will not (without the prior written consent of the Collateral
     Agent, which consent will not be unreasonably withheld) co-operate to issue
     any depositary receipts in relation to the Shares.
7.4  Each Pledgor covenants and agrees that it will not (without the prior
     written consent of the Collateral Agent, which consent will not be
     unreasonably withheld) cause or permit to be issued any new shares in the
     capital of the Company, other than to the Pledgor.
8.   Voting rights
------------------
8.1  Each of the Pledgors and the Collateral Agent hereby stipulate (within the
     meaning of Article 2: 198(3) Dutch Civil Code) that the voting rights and
     all other consensual rights attaching to the Shares are vested in
     ("toekomen aan") the Collateral Agent subject to the fulfillment of each of
     the following suspensive conditions ("opschortende voorwaarden") (i) that
     an Event of Default (as defined in the US Security Agreement) has occurred
     and (ii) the Collateral Agent has given notice to the Company and the
     Pledgor that it wishes to exercise such rights. Upon receipt of such
     notification by the Company, the Collateral Agent shall be entitled to
     exercise the voting rights attached to the Shares and shall be entitled to
     exercise all rights to give consents and waivers with respect to the
     Shares, and each Pledgor shall no longer be entitled to the voting rights
     or to exercise such other rights. As long as the Collateral Agent does not
     hold the voting rights with respect to the Shares, it shall not have the
     rights of holders of depositary receipts. It is understood that when the
     Collateral Agent will hold the voting rights with respect to the Shares,
     the Collateral Agent shall have the rights of holders of depositary
     receipts by operation of law. To the extent possible under Netherlands law,
     each Pledgor waives these rights of holders of depositary receipts in
     advance and the Collateral Agent accepts this waiver.
8.2  No vote shall be cast or any consent, waiver or rectification given or any
     action taken or omitted to be taken, which would violate or be inconsistent
     with any of the terms of this Deed or any other US Security Document, or
     which would have the effect of impairing the value of the Shares or any
     part thereof in any material respect or the position or interests of the
     Collateral Agent in the Shares in any material respect.
9.   Distributions on the Shares
--------------------------------

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                                       19
                                       DE/Evo/80042173

The Collateral Agent shall be entitled to receive and retain all cash dividends
paid in respect of the Shares as well as all other payments on the Shares,
provided, however, that the Collateral Agent hereby grants permission
(toestemming) to each Pledgor within the meaning of Article 3:246(4) NCC to
exercise these rights. Each Pledgor shall be so entitled, and the permission is
granted only as long as no Event of Default has occurred and is continuing and
as long as the Collateral Agent has not notified the Company and the relevant
Pledgor in writing that this permission is no longer granted.
10.  Immediate foreclosure
--------------------------
10.1 If an Event of Default shall have occurred and be continuing, the
     Collateral Agent for the benefit of the Secured Creditors and the
     Additional Senior Secured Noteholders shall be empowered without notice or
     other demand, acting upon the instructions of the Required Secured
     Creditors (as defined in the US Security Agreement) subject to the terms of
     the Intercreditor Agreement, to cause all or a part of the Shares to be
     sold in accordance with the provisions of the Articles of Association of
     the Company and the laws of the Netherlands, provided that the Articles
     3:234 and 3:249 and 3:252 NCC shall not apply.
10.2 Each Pledgor hereby waives its right pursuant to Article 3:251 paragraph 1
     NCC, which waiver is hereby accepted by the Collateral Agent. To the extent
     this pledge constitutes a third party security right as referred to in the
     last sentence of Article 3:231(1) of the Netherlands Civil Code, each
     Pledgor hereby waives the right to invoke Article 3:233(2), Article 3:234
     and Article 6:139 of the Netherlands Civil Code, which waiver is hereby
     accepted by the Collateral Agent.
10.3 The Collateral Agent is irrevocably authorised (without obligation) by each
     Pledgor to, in the event of a sale as referred to in paragraph 1 of this
     Article 10, offer the Shares for sale in the manner prescribed by the
     Company's Articles of Association or to seek the approval of the corporate
     body designated under the Company's Articles of Association as empowered to
     approve all proposed transfers of shares, as the case may be, and to
     exercise any of the Pledgor's rights in connection with the sale and
     transfer of the Shares as provided in Article 2:198 paragraph 5 NCC.
     To the extent permitted by applicable law, each Pledgor as sole shareholder
     of the Company hereby waives its rights of first refusal, if any, in
     relation to the sale of the Shares referred to in this Article 10, which
     waiver is hereby accepted by the Collateral Agent.
10.4 If an Event of Default shall have occurred and be continuing, then, and in
     every such case, each Pledgor and each Company shall render such assistance
     and provide such information free of charge as the Collateral Agent may
     reasonably deem necessary in connection with the exercise by

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                                       20
                                       DE/Evo/80042173

     the Collateral Agent (acting at the direction of the Required Secured
     Creditors (as defined in the US Security Agreement), subject to the terms
     of the Intercreditor Agreement) of its rights, powers or remedies provided
     for in this Deed.
10.5 To the extent permitted by applicable law, the Collateral Agent (acting at
     the direction of the Required Secured Creditors (as defined in the US
     Security Agreement) subject to the terms of the Intercreditor Agreement)
     shall apply the proceeds of the sold Shares in accordance with the
     provisions of the Intercreditor Agreement, provided that (i) amounts
     payable in respect of clauses (iv) and (v) of the definition of Secured
     Obligations A shall be distributed in accordance with Section 9.4 of the
     Security Agreement and (iii) amounts payable in respect of Secured
     Indebtedness C shall be distributed to the creditors of the Secured
     Indebtedness C in accordance with Section 9.4 (other than Section 9.4
     (a)(iv) and (v)) of the US Security Agreement relating to distribution of
     proceeds.
10.6 The Collateral Agent and the Lender Creditors and the Additional Senior
     Secured Noteholders shall not be liable to the Pledgor for any damages
     caused by the sale of the Shares pursuant to this Article 10.
10.7 The Additional Senior Secured Notes Trustee expressly acknowledges and
     agrees that, pursuant to Section 9.1 of the US Security Agreement and the
     Intercreditor Agreement, this Deed may be enforced only by the action of
     the Collateral Agent, acting upon the instructions (made subject to the
     provisions of the Intercreditor Agreement) of the Required Secured
     Creditors (as defined in the US Security Agreement), and that neither the
     Additional Senior Secured Notes Trustee nor any of the Additional Senior
     Secured Noteholders shall have any right individually to seek to enforce or
     to enforce this Deed or to realize upon the security granted hereby.
10.8 The Additional Senior Secured Notes Trustee acknowledges and agrees that
     the obligations of the Collateral Agent as holder of the first priority
     rights of pledge with respect to the Shares and with respect to the
     disposition thereof, and otherwise under this Deed, are only those
     expressly set forth in this Deed and as provided in Annex N to the US
     Security Agreement.
11.  Subrogation claims
-----------------------
11.1 Until such time as all Secured Indebtedness has been irrevocably paid, each
     Pledgor hereby waives (to the fullest extent permitted by applicable law)
     all contractual, statutory or common law rights of reimbursement,
     contribution or indemnity from the relevant Borrowers which it may at any
     time otherwise have as a result of this Deed.
11.2 After all Secured Indebtedness has been irrevocably paid in full, each

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                                       21
                                       DE/Evo/80042173

     Pledgor whose Shares have been sold hereunder (for which it has not been
     reimbursed) shall be entitled to exercise its rights pursuant to it being
     subrogated to the claims of the Secured Creditors and the Additional Senior
     Secured Noteholders (with respect to the Secured Indebtedness) against the
     relevant Borrowers. Except as expressly provided in the immediately
     preceding sentence, each Pledgor waives (to the fullest extent permitted by
     applicable law) all rights of subrogation which it may at any time
     otherwise have as a result of this Deed (whether contractual, by law or
     otherwise) to the claims of the Secured Creditors and the Additional Senior
     Secured Noteholders against the relevant Borrowers. Each Pledgor hereby
     further waives (to the fullest extent permitted by applicable law) any
     right to enforce any other remedy which the Secured Creditors and the
     Additional Senior Secured Noteholders now have or may hereafter have
     against the Borrowers or any endorser of all or any part of the Secured
     Indebtedness and any benefit of, and any right to participate in, any
     security or collateral given to or for the benefit of the Secured Creditors
     and the Additional Senior Secured Noteholders to secure payment of the
     Secured Indebtedness.
12.  Currencies
---------------
12.1 All moneys received or held by the Collateral Agent or any one of them
     under this Deed on or after the date on which an Event of Default has
     occurred in a currency other than a currency in which the Secured
     Indebtedness is denominated may from time to time be sold for the currency
     in which the Secured Indebtedness is denominated as the Collateral Agent
     reasonably considers necessary or desirable and each Pledgor shall be
     liable to the Collateral Agent for the full cost (including all costs,
     charges and expenses) properly incurred in relation to such sale. The
     Collateral Agent and the Secured Creditors and the Additional Senior
     Secured Noteholders shall not have any liability to any Pledgor in respect
     of any loss resulting from any fluctuation in exchange rates before or
     after any such sale.
12.2 No payment to the Collateral Agent or the Secured Creditors or Additional
     Senior Secured Noteholders (whether under any judgement or court order or
     otherwise) shall discharge the obligation or liability of each Pledgor in
     respect of which it was made unless and until the Collateral Agent or the
     Secured Creditors or the Additional Senior Secured Noteholders shall have
     received payment in full in the currency in which such obligation or
     liability was incurred. To the extent that the amount of any such payment
     shall on actual conversion into such currency fall short of such obligation
     or liability expressed in that currency, the Collateral Agent or the
     Secured Creditors or the Additional Senior Secured Noteholders, as the case
     may be, shall have a further separate cause of

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                                       22
                                       DE/Evo/80042173

     action against such Pledgor to recover such shortfall and shall be entitled
     to enforce the security hereby created to recover the amount of the
     shortfall.
13.  Unfettered discretion
--------------------------
Save as otherwise provided in this Deed or any other US Security Document any
liability or power which may be exercised or any determination which may be made
under this Deed by the Collateral Agent (acting in its own name or on behalf of
the Pledgee) may be exercised or made in its absolute and unfettered discretion
and it shall not be obliged to give reasons therefore.
14.  Notices
------------
14.1 All such notices and communications hereunder shall be sent or delivered by
     mail, telegraph, telex, telecopy, cable or overnight courier service and
     all such notices and communications shall, when mailed, telegraphed,
     telexed, telecopied, or cabled or sent by overnight courier, be effective
     when delivered to the Person to whom such notice or communication is
     addressed, except that notices and communications to the Collateral Agent
     or to a Pledgor shall not be effective until received by the Collateral
     Agent or such Pledgor, as the case may be. All notices and other
     communications shall be in writing and addressed as provided for under
     Article 12.1 of the US Security Agreement.
15.  Irrevocable power of attorney
----------------------------------
15.1 Each Pledgor hereby grants to the Collateral Agent an irrevocable and
     non-exclusive power of attorney (without obligation), with the right of
     substitution, to perform on its behalf and at its expense any and all of
     its obligations under this Deed.
15.2 Each Pledgor and the Collateral Agent hereby in accordance with Article
     3:68 NCC agree that the Collateral Agent shall also be authorized to
     represent such Pledgor under the said power of attorney in case of a
     conflict of interests between the interest of such Pledgor and the
     Collateral Agent.
16.  Severability
-----------------
To the extent possible under applicable law, in the event a provision hereof
were to be ruled at any time by any applicable authority or court to be invalid
or null and void or unenforceable, such invalidity or nullity or
unenforceability shall not affect the validity or enforceability of the other
provisions hereof and the parties hereto shall agree on a new provision
consistent with the purposes of the invalid or unenforceable provision of this
Deed.
17.  Termination; Release
-------------------------
17.1 Article 12.2 of the US Security Agreement shall apply to this Deed and the
     rights of pledge created hereunder, other than as provided in Articles 17.2
     and 17.3 of this Deed.
17.2 It is expressly agreed that the Collateral Agent (upon the direction (made

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                                       23
                                       DE/Evo/80042173

     subject to the provisions of the Intercreditor Agreement) of the Required
     Secured Creditors, unless such direction is not required pursuant to the US
     Pledge Agreement) will be entitled to terminate the rights of pledge
     created in this Deed in whole or in part by notice ("opzegging") to the
     relevant Pledgor, with a copy to the other parties of this Deed.
17.3 The parties to this Deed agree that, upon termination of the rights of
     pledge by notice pursuant to Section 17.2 of this Deed, the rights and
     obligations under this Deed can be terminated in whole or in part by the
     Collateral Agent (acting upon the direction of the Required Secured
     Creditors (made subject to the provisions of the Intercreditor Agreement),
     unless such direction is not required pursuant to the US Pledge Agreement)
     and the relevant Pledgor, without the consent of any other party hereto,
     including the Additional Senior Secured Notes Trustee, by means of a
     private deed (onderhandse akte).
18.  Financial Assistance
-------------------------
Without limiting the representations and warranties contained in Section 7.05(c)
of Credit Agreement or the covenant contained in Section 8.13 of the Credit
Agreement, and without waiving any Default or Event of Default that may arise as
a result of the breach of any such representation, warranty or covenant, to the
extent that Resolution Europe utilizes proceeds of any Loans incurred by it to
repay intercompany loans in existence on the Initial Borrowing Date the proceeds
of which intercompany loans were initially used to purchase share capital of any
Foreign Subsidiary of RPP USA and as a result of such repayment the applicable
financial assistance rules of the jurisdiction governing the enforceability of
the Foreign Subsidiaries Guaranty or the respective Foreign Security Documents,
including this present Deed, are violated (in such case as such financial
assistance rules apply to the obligations of a Subsidiary Guarantor that is a
Foreign Subsidiary, including each of the Pledgors), the proceeds of such Loans
shall not be guaranteed under the Foreign Subsidiaries Guaranty and shall not
receive the benefit of such Foreign Security Documents, including this Deed, it
being understood that also in such case all other Obligations shall be
guaranteed under the Foreign Subsidiaries Guaranty and the rights of pledge
created by or purported to be created by this Deed to secure such other
Obligations shall not be affected thereby. Each of the parties hereto
acknowledges and agrees that the incurrence by Resolution Europe of Loans to
repay any indebtedness under the Existing Shell Intercompany Note will not
violate the financial assistance rules governing the enforceability of this Deed
or the other Foreign Security Documents.
19.  Headings descriptive
-------------------------
The headings in this Deed are for purposes of reference only and shall not limit
or define the meaning hereof.
20.  Applicable law and jurisdiction
------------------------------------

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20.1 This Deed and any dispute, controversy, proceedings or claim of whatever
     nature arising out of or in any way relating to this Deed and the rights of
     pledge created hereby shall be governed by and construed in accordance with
     the laws of the Netherlands.
20.2 Each of the parties hereto irrevocably agrees that all disputes arising out
     of this Deed shall be submitted in first instance to the competent court at
     Amsterdam, the Netherlands. Nothing in the preceding sentence shall limit
     the Collateral Agent's right to bring proceedings against the Pledgor in
     any other court of competent jurisdiction.
21.  Acknowledgement
--------------------
The person appearing acting on behalf of the Companies, declared that (i) each
Company acknowledges the right of pledge created by this Deed on the Present
Shares and that each Company will cause such right of pledge to be recorded in
its shareholders' register without delay, and (ii) each Company has received
notice of the right of pledge to the extent consisting of claims against the
Company in accordance with Article 3:236 (2) and Article 3:94 (1) of the
Netherlands Civil Code.
22.  Acquisition
----------------
22.1 The Total Holdings Shares were acquired by RPP USA pursuant to a purchase
     agreement by the execution of a deed of transfer before Rudolf Jan Cornelis
     van Helden, civil-law notary in Amsterdam, on the fourteenth day of
     November two-thousand. The transfer was acknowledged by Resolution Holdings
     on the same day as is evidenced by the above-mentioned notarial deed;
22.2 The Total Europe Shares were acquired by Resolution Holdings by virtue of a
     deed of contribution executed before Johannes Daniel Maria Schoonbrood,
     civil-law notary in Rotterdam, on the twenty-first day of December nineteen
     hundred and ninety-nine. The transfer was acknowledged by Resolution Europe
     on the same day as is evidenced by the above-mentioned notarial deed;
22.3 The Total Research Shares were issued to Resolution Holdings by virtue of
     Resolution Research's Deed of Incorporation executed before Johan Reinder
     Egbert Keilstra, civil-law notary in 's-Gravenhage on the ninth day of
     September nineteen hundred and ninety-nine.
23.  Authority and powers of attorney
-------------------------------------
The person appearing has been granted seven (7) powers of attorney by means of
seven (7) non-notarial instruments of attorney. The power of attorney on behalf
of Bank of New York will immediately after the present Deed has been executed be
attached to this Deed. The remaining powers of attorney have been attached to a
deed of release of pledge of shares executed today, before me, civil-law notary.
FINAL PART
----------
The person appearing before me is known to me, civil- law notary.

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                                       DE/Evo/80042173

This Deed
                                                                    was executed
in Rotterdam on the date mentioned in its heading.
After I, civil-law notary, had conveyed and explained the contents of the Deed
in substance to the person appearing, she declared that she had taken note of
the contents of the deed, was in agreement with the contents and did not wish it
to be read out in full.
Following a partial reading, the Deed was signed by the person appearing and me,
civil-law notary.

                                             E.M. van Oirschot
                                             B. Th. Derogee, civil law notary
                                             ISSUED FOR TRUE COPY