TERMINATION AGREEMENT

This Termination Agreement (this ?Agreement?) is made and entered into on May 1, 2006 by and among S.C. Johnson & Son, Inc., a Wisconsin corporation (?SCJ?), and Johnson Polymer, LLC, a Wisconsin limited liability company (?Polymer?).

RECITALS

A. Pursuant to an Asset and Equity Interest Purchase Agreement dated as of May 1, 2006 (the ?Purchase Agreement?) by and among Polymer, JohnsonDiversey Holdings II B.V., a company organized under the laws of the Netherlands (together with Polymer, ?Sellers?), and BASF Aktiengesellschaft, a company organized under the laws of Germany (?Buyer?), Buyer or its designated affiliate will purchase, among other things, (1) certain assets of Polymer which are used in the business of developing, manufacturing, and selling specialty polymers for use in the industrial print and packaging industry, industrial paint and coatings industry, and industrial plastics industry and (2) the equity interests in certain subsidiaries of the Sellers.

B. Pursuant to an Agreement dated effective as of May 3, 2002 by and between SCJ and Johnson Polymer, Inc. (n/k/a Johnson Polymer, LLC) (the ?License Agreement?), SCJ granted to Polymer a license to use certain SCJ brands and marks in connection with the sale of Polymer products.

C. In connection with the closing of the transactions contemplated by the Purchase Agreement (the ?Closing?), (1) SCJ intends to grant to Buyer a limited phase out license concerning the use of the name ?Johnson Polymer? and certain other marks (the ?Phase-Out License?), all as will be more specifically provided in the Phase-Out License, and (2) SCJ and Polymer desire to terminate the License Agreement, in accordance with the terms and conditions set forth in this Agreement.

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