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ROCKWOOD HOLDINGS, INC.

Policies and Procedures for
Director Candidate Recommendations by Stockholders

I. Introduction

It is the policy of Rockwood Holdings, Inc. (the “Company”) to consider recommendations by stockholders for candidates for nomination to the Board of Directors of the Company (the “Board”).  Accordingly, the Corporate Governance and Nominating Committee of the Board (the “Committee”) has adopted the following policies and procedures for stockholders to submit recommendations for candidates for nomination to the Board.

II. Policies Regarding Consideration of Stockholder Recommendations

The Committee will consider candidates recommended by stockholders in the same manner as candidates recommended to, or identified by, the Committee through other sources. Acceptance of a recommendation does not imply, however, that the Committee will nominate the recommended candidate.

III. Procedures for Submission of Stockholder Recommendations

A. Manner of and Timing for Submission

Any stockholder may recommend a candidate for nomination to the Board by completing a Director Recommendation Form (attached hereto as Exhibit A) and submitting it to the Committee:

1. by mail, at the following address:

Stockholder Director Recommendation
Corporate Governance and Nominating Committee
c/o:  Senior Vice President, Law & Administration
Rockwood Holdings, Inc.
100 Overlook Center
Princeton, NJ  08540; or

2. by fax at (609) 514-8722.

Stockholders who are recommending candidates for nomination in connection with the next annual meeting of stockholders should submit their completed Director Recommendation Forms no later than March 1 of the year of that meeting.

B. Required Information Concerning the Recommending Stockholder and the Recommended Candidate

As indicated on the Director Recommendation Form, each recommendation  must  state the full name of the stockholder and, if the stockholder is not a record holder of the Company’s stock, must be accompanied by appropriate evidence of stock ownership (such as an accounting statement showing ownership of the Company’s stock).

In addition, each recommendation must  include the recommended candidate’s name, address,  telephone number, detailed biographical data,  relevant qualifications, information regarding any relationships between the candidate and the Company within the last three years, and a statement  supporting  the recommending stockholder’s view that the recommended candidate possesses the  qualifications prescribed by the Committee for nominees (as set forth in the Company’s Corporate Governance Guidelines). In addition, the recommendation must include a written indication by the recommended candidate of his or her willingness to serve.

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IV. Procedures Upon Receiving Stockholder Recommendations

Each stockholder recommendation will be reviewed expeditiously upon receipt of a properly completed Director Recommendation Form.  The Committee’s review may, in the Committee’s discretion, include a review solely of information provided to the Committee or may also include discussions with persons familiar with the candidate or other actions that the Committee deems proper.

If the Committee determines that a stockholder recommended candidate is suitable for Board membership, it will include the candidate in the next pool of candidates to be considered for nomination upon the occurrence of the next Board vacancy or in connection with the next annual meeting of stockholders.

The Committee shall report to the Senior Vice President, Law & Administration and the Board whether it has recommended or rejected any candidates recommended by any stockholder or group of stockholders who has beneficially owned more than 5% of the Company’s stock for at least one year as of the date the recommendation was made.  Such report shall include the name of the recommending stockholder or group of stockholders, the name of the recommended candidate, the date of the recommendation and whether the recommending stockholder or group of stockholders and the recommended candidate have affirmatively consented in writing to being named in the Company’s proxy statement.

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V. Modification of Policies and Procedures

The policies and procedures set forth herein may be modified at any time as may be determined by the Committee.

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