ex-1003.htm


    
       

      
        	 EXHIBIT
      10.3
	 
	 


      

    

    
 

    2005
Rohm and Haas Company

    Non-Qualified
Savings Plan

    (As
Amended and Restated January 1, 2010)

    


    


    ARTICLE
I

    INTRODUCTION

    


    1.1           This
is the Rohm and Haas Company 2005 Non-Qualified Savings Plan (the ‘Plan”), which
was adopted by the Company effective January 1, 2005.  This Plan is
intended to comply with the applicable provisions of the American Jobs Creation
Act of 2004 (“AJCA”) and is to be construed in accordance with AJCA and the
regulations and other guidance issued thereunder.  Without affecting
the validity of any other provision of the Plan, to the extent that any Plan
provision does not meet the requirements of ACJA and the regulations issued
thereunder, it shall be void ab initio and have no effect.

    


    The Plan
constitutes an amendment and restatement, effective January 1, 2010, of the 2005
Rohm and Haas Company Non-Qualified Savings Plan, as amended and restated
effective January 1, 2003 (the “2003 NQSP”), and January 1, 2010 and
shall apply only to deferrals of compensation on or after January 1, 2005
through December 31, 2009.  Amounts considered “deferred”
(under AJCA and the regulations and other guidance issued thereunder) prior to
January 1, 2005 shall continue to be subject to the terms of the 2003
NQSP. The Plan was amended and restated effective January 1, 2010 due
to a change in providers for third party plan administration.  Changes
were made to align with investment options and distribution limitations offered
by the vendor.  Effective April 1, 2009 the Rohm and Haas Stock Fund
was liquidated due to the acquisition of Rohm and Haas Company by The Dow
Chemical Company.  These values were liquidated and placed in the
Vanguard Prime Money Market Fund.

    


    


    ARTICLE
II

    PURPOSE

    


    2.1           The
purpose of the Plan is to provide additional retirement savings benefits beyond
the otherwise determined savings benefits provided by the Rohm and Haas Company
Employee Stock Ownership and Savings Plan (the “Savings Plan”) for a select
group of management and highly compensated employees of the Rohm and Haas
Company.

    


    In
addition, to the extent not provided for in the preceding paragraph, the Plan
also provides additional savings benefits for eligible employees of the Company
whose otherwise determined savings benefits from the Savings Plan are limited by
section 415 of the Internal Revenue Code of 1986, as amended.

    


    


    ARTICLE
III

    DEFINITIONS

    


    The text
used herein shall have the following meanings, unless a different meaning is
clearly required by the context:

    


    3.1           “Account” means a
Participant’s account under the Plan including the following
sub-accounts:

    


    3.1.1
“Rohm and Haas Stock
Account” shall mean that portion of a Participant’s Account maintained to
record all amounts notionally invested in the Robin and Haas Stock Fund in the
form of Stock Units, pursuant to Section 6.1 and Section 6.2.

    


    3.1.2
“Tax-Deferred
Account” shall mean that portion of a Participant’s Account maintained to
record all amounts notionally invested in Savings Fund(s), pursuant to Section
6.1.

    


    3.2           “Administrative
Committee” means the Vice President of Human Resources of The Dow
Chemical Company. The Company has designated the Administrative Committee to be
the named fiduciary with respect to administrative matters of the
Plan.  The duties of the Administrative Committee are outlined in
Article XII of the Plan.

    


    3.3           “Affiliated Company”
means Rohm and Haas Company and any other entity required to be aggregated with
the Rohm and Haas Company pursuant to regulations and other guidance issued
under section 409A of the Code, including The Dow Chemical
Company.


    
      
         


      

      
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    3.4           “Base Pay” shall
include short term disability or sick pay, vacation pay, holiday pay, jury duty
pay, bereavement pay, salary reductions under a Company-sponsored Code section
401(k) or Code section 125 plan, personal time pay, military pay,
expatriate split salary pay, and supplemental workers’ compensation payments,
but shall exclude any workers’ compensation payments, long-term disability
payments and unused vacation payments.

    


    3.5           “Beneficiary” means
the person, trust or institution designated to receive benefits in accordance
with Article X.  The Beneficiary of a Participant who has not
effectively designated a beneficiary shall be the Participant’s
estate.

    


    3.6           “Board of Directors”
means the Board of Directors of the Rohm and Haas Company.

    


    3.7           “Bonus” includes the
annual incentive awards granted in March of each Plan Year (the “Annual Bonus”),
and amounts granted under certain sales incentive programs, as well as any
“extra wages” earned
while holding a temporary job.  The term “Bonus” excludes all other
bonuses and special awards.

    


    3.8           “Change in Control”
means one of the events described in Sections 3.8.1, 3.8.2 or 3.8.3
below.  Whether a Change in Control has occurred shall be objectively
determinable and not subject to the discretion of the Plan Administrator, the
Board of Directors or any other person.

    


    3.8.1           Change
in Ownership of the Company.  The acquisition by any person, entity or
group of stock of the Company that, together with the stock already held by such
person, entity or group, constitutes more than 50% of the total fair
market value or total voting power of the stock of the Company; provided that if
any one person, entity or group is considered to own more than 50% of the total
fair market value or total voting power of the stock of the Company, the
acquisition of additional stock by the same person, entity or group shall not be
considered to cause a change in ownership of the Company under this Section
3.8.1, or a change in effective control of the Company under Section 3.8.2
below.  An increase in the percentage of stock owned by any person,
entity or group, as a result of a transaction in which the Company acquires its
stock in exchange for property shall be treated as an acquisition of stock for
purposes of this Section 3.8.1.  This Section 3.8.1 shall
only apply when there is a transfer of Company stock (or issuance of Company
stock) and stock of the Company remains outstanding after the
transaction.

    


    3.8.2           Change
in Effective Control of the Company. During any 12-month period, (i) the
acquisition by any person, entity or group of stock of the Company that
constitutes 35% or
more of the total voting power of the stock of the Company, or (ii) a majority
of the members of the Board of Directors is replaced by directors whose
appointment or election is not endorsed by a majority of the members of the
Board of Directors as constituted prior to the date of such appointment or
election; provided that if any person, entity or group is considered to
effectively control the Company within the meaning of this Section 3.8.2,
the acquisition of additional control of the Company shall not be considered to
cause a change in effective control of the Company under this Section 3.8.2, or
a change in ownership of the Company under Section 3.8.1.

    


    3.8.3           Change
in Ownership of a Substantial Portion of the Company’s Assets. During any
12-month period, the acquisition by any person, entity or group of assets of the
Company that have a total gross fair market value equal to more than 40% of the
total gross fair market value of all of the assets of the Company immediately
prior to such acquisition.  For purposes of this Section 3.8.3, “gross
fair market value” means the value of the Company’s total assets or the value of
the assets being disposed of, determined without regard to any associated
liabilities. Notwithstanding the foregoing, a Change in Control shall not occur
under this Section 3.8.3 where there is a transfer of assets to an entity that
is controlled by the stockholders of the Company immediately after the transfer,
including:

    


    (a)           a
stockholder of the Company (immediately before the asset transfer) in exchange
for or with respect to its stock;

    


    (b)           an
entity, 50% or more of the total value or voting power of which is owned,
directly or indirectly, by the Company;

    


    (c)           a
person, entity or group that owns, directly or indirectly, 50% or more of the
total value or voting power of all of the outstanding stock of the Company;
or

    (d)           an
entity, at least 50% of the total value or voting power of which is owned,
directly or indirectly, by a person, entity or group described in subparagraph
(c).

    


    3.8.4           For
purposes of this Section 3.8, the following rules shall
apply:


    
      
         


      

      
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    (a)           Persons
or entities shall not be considered to be acting as a group solely because they
purchase or own stock of the Company at the same time, or as a result of the
same public offering.  However, persons or entities shall be
considered to be acting as a group if they are owners of a corporation that
enters into a merger, consolidation, purchase or acquisition of stock, or
similar business transaction with the Company.  If a person or entity
owns stock of the Company and stock of a corporation that enters into a merger,
consolidation, purchase or acquisition of stock, or similar business transaction
with the Company, such stockholder shall be considered to be acting as a group
only with other stockholders of the Company prior to the transaction and not
with respect to the stockholder’s ownership interest in the other
corporation.

    


    (b)           Stock
ownership shall be determined in accordance with section 318(a) of the
Code. Stock underlying a vested option shall be considered to be owned by the
individual who holds the vested option (and stock underlying an unvested option
shall not be considered to be owned by the individual who holds the unvested
option).  For purposes of the preceding sentence, however, if a vested
option is exercisable for stock that is not substantially vested (as defined in
Treas. Reg. sections 1.83-3(b) and (j), the stock underlying the option
shall not be treated as owned by the individual who holds the
option.

    


    3.8.5           Notwithstanding
any of the foregoing, a Change in Control shall not include any acquisition of
Company common stock by the direct lineal descendents of Otto Haas and Phoebe
Haas, the spouses of such descendents and any trusts and foundations established
by any of them.

    


    3.9           “Code” means the
Internal Revenue Code of 1986, as amended.

    


    3.10           “Company” means Rohm
and Haas Company and such of its Affiliated Companies as may be designated from
time to time by its Board of Directors and as may adopt the Plan.

    


    3.11           “Compensation” means,
for the purpose of applying the limits of Code section 401(a)(17) and Code
section 415, and for all other purposes unless specified otherwise, Base Pay,
Bonus, LTPSP Payments, any Stock Award(s), overtime pay, Shift Payments and
commissions.

    


    3.12           “Disabled” or “Disability” means a
Participant is totally and permanently incapacitated and as a result is entitled
to receive and is receiving disability benefits under the Social Security
Act.

    


    3.13           “Effective Date” means
January 1, 2010.

    


    3.14           “Employee” means any
salaried employee of the Company who is employed on a regular full-time
basis.

    


    3.15           “ERISA” means the
Employee Retirement Income Security Act of 1974, as amended, and any regulations
issued pursuant thereto.

    


    3.16           “Fair Market Value”
means, on any given date, the average of the high and low prices of Rohm and
Haas Company common stock on the New York Stock Exchange composite transaction
quotations for the current day (or, if the current day is not a trading day, the
immediately preceding trading day).

    


    3.17           “Five-Percent Owner”
means any Employee who owns (or is considered as owning within the meaning of
section 318 of the Code) more than 5% of the outstanding
stock of the Company or stock possessing more than 5% of the total combined
voting power of all stock of the Company.  For purposes of this
Section, section 318(a)(2)(C) of the Code shall be applied by substituting
“5%” for “50%” each time it appears therein.

    


    3.18           “Income” shall mean
all earnings on investments, as well as all realized and unrealized increases
and decreases in the value of the securities held.

    


    3.19           “Investment Adviser”
shall mean the adviser or advisers appointed from time to time by the Investment
Committee to supervise and manage the investment and reinvestment of the Trust
Fund.  Any such adviser must be (i) registered as such under the
Investment Adviser’s Act of 1940; or (ii) a bank (as defined in such Act); and
(iii) must acknowledge in writing that it is a fiduciary with respect to the
Plan.

    


     

    
      
         


      

      
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    3.20           “Investment Committee”
means the Rohm and Haas Benefits Investment Committee.  The duties of
the Investment Committee are defined in Article XIII.  The Company has
designated this Committee to be the named fiduciary of the Plan for financial
matters as outlined in the Plan.

     

    3.21           “Long-Term Performance Share
Plan (“LTPSP”) Payments” shall mean any portion of the benefits payable
in cash to a Plan Participant under a long term performance share, incentive or
bonus plan sponsored by the Company during a Plan Year.

    


    3.22           “Participant” means
any Employee who is eligible to receive benefits under Article IV and who has
enrolled in the Plan in accordance with Article V.

    


    3.23           “Plan” means the Rohm
and Haas Company 2005 Non-Qualified Savings Plan, as amended from time to
time.

    


    3.24           “Plan Year” means the
calendar year.

    


    3.25           “Rohm and Haas Stock
Fund” shall mean the investment fund which consists of Stock Units
contributed by Participants and the Company pursuant to Article VI.

    


    3.26           “Savings Funds” shall
mean the investment funds offered under the Savings Plan and designated by the
Company for tracking the Trust Fund’s investment performance. A list of the
investment funds is attached as Appendix A to the Plan.  The
investment performance of the Savings Funds shall be used to measure the
investment performance of the Trust Fund.  The actual investment
performance of the Trust Fund may be less than or greater than that of the
Savings Funds.  The Trustee is not obligated to actually invest the
Participant contributions credited to the Trust Fund in the Savings
Funds.  Participants’ Accounts shall, therefore, to the extent
possible, track the investment performance of the Savings Funds.

    


    3.27           “Savings Plan” means
the Rohm and Haas Company Employee Stock Ownership and Savings Plan, as amended
from time to time.

    


    3.28           “Scheduled Benefit
Distribution Date” means the date specified by a Participant in his or
her contribution agreement on which distributions from the Plan will
commence.

    


    3.29           “Separation from
Service” shall have the meaning provided in regulations and other
guidance issued under section 409A of the Code.

    


    3.30           “Specified Employee”
means a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of
the Code, which, consistent with such Code provision, shall mean an Employee
who, at any time during the Plan Year, is:

     

    
      	
            	
              3.30.1

            	
              an
      officer of the Company having annual Compensation greater than $130,000
      (as adjusted under section 416(i)(l) of the Code);

               

            


    

    
      	
            	
              3.30.2

            	
              a
      Five-Percent Owner; or

               

            


    

    
      	
               
      

            	
              3.30.3

            	
              a
      person who has annual Compensation from the Employer of more than $150,000
      and who would be classified as a Five-Percent Owner if “one percent” were
      substituted for “five percent” each time it appears in the definition of
      such term.

            


    

    


    Effective
January 1, 2010, a key employee (a Specified Employee) is defined as any
Employee who has a job level of 820 points or higher as of his Separation from
Service.

    


    3.31           “Shift Payments” shall
include the shift differential payments made to individuals (including
supervisors of hourly employees) who work a rotating shift or any shift other
than a “day” shift.

    


    3.32           “Stock Awards” shall
mean any Rohm and Haas Company common stock awarded to the Participant pursuant
to an employee benefit plan approved by the stockholders, determined without
regard to any restriction.

    


    3.33           “Stock Unit” means a
book-entry unit representing the right to acquire one share of Rohm and Haas
Company common stock.  The number of Stock Units shall be adjusted to
reflect stock dividends, stock splits, combinations 


    
      
         


      

      
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    of shares, and any other change in the corporate capital structure of Rohm
and Haas Company including reorganization, recapitalization, merger and
consolidation.  The value of a Stock Unit at any time shall equal the
current Fair Market Value of a share of Company common stock.


    


    3.34           “Trust Fund” means the
aggregate of all Participant contributions credited to the grantor trust
established by the Company pursuant to section 671 of the Code.

    


    3.35           “Valuation Date”
“Valuation Date” means the 4th day
of the month or the prior business day each calendar month or such other date as
the Administrator in its sole discretion may determine.

    


    


    ARTICLE
IV

    ELIGIBILITY

    


    4.1           Each
Employee of the Company who is classified as an exempt level 14 or above is
eligible to become a Participant in the Plan. Participation shall be effective
as soon as administratively practicable following the Participant’s enrollment
in the Plan, as described in Sections 5.1 and 5.2
below.  Notwithstanding the foregoing, no individual shall become a
Participant in the Plan on or after March 1, 2009.

    


    


    ARTICLE
V

    EMPLOYEE
PARTICIPATION

    


    5.1           Enrollment

    


    5.1.1           An
eligible Employee, as described in section 4.1 above, may enroll in the Plan by
submitting a written, telephonic or electronic contribution agreement in
accordance with Section 5.3 and any other procedures prescribed by the
Administrative Committee.  Such Employee shall become a Participant
effective as of the time prescribed in Section 5.2.

    


    5.1.2           A
Participant may designate a Beneficiary or Beneficiaries, independent of any
beneficiary designation under the Savings Plan, and may change such designation
at any time by written notice to the Company.

    


    5.2           Effective Date.  For the purpose
of determining the period of a Participant’s participation, the effective date
of such participation shall be the first payroll period that begins in the
calendar year following the date on which the Participant’s contribution
agreement is received.  If the Participant makes a deferral election
within 30 days after first becoming eligible (as described in
Section 5.3.1), the effective date of such participation shall be the first
payroll period that begins after the Participant’s election.

    


    5.3           Contribution
Agreement.

    


    5.3.1           First Year of
Participation.  Upon first becoming eligible to participate in
the Plan, or upon rehire as an eligible Employee, an eligible Employee wishing
to participate in the Plan must submit his or her contribution agreement to the
Administrative Committee within 30 days after becoming eligible, subject to
Treas. Reg. section 1.409A-2(a)(7) (which limits the ability of a rehired
employee to make a deferral election during the year of rehire if the employee
has, in the past, been eligible to participate in a deferred compensation plan
of the Company).  Such contribution agreement shall be effective only
with respect to Compensation earned after the date on which it is
submitted.

    


    5.3.2           Continuing
Participation. Contribution agreements with respect to Compensation
earned in any Plan Year subsequent to the year of a Participant’s initial
eligibility may only be submitted by a Participant during the enrollment period
designated by the Administrative Committee, but in no event later than December
15th of
the Plan Year preceding the Plan Year in which such Compensation is
earned.  The 2009 Plan Year shall be the final year for new
contributions in this plan.

    


    5.3.3           Participants in the 2003
NOSP.  Notwithstanding the above, the 2005 Plan Year shall not
be considered to be the first year of participation with respect to any Employee
who was eligible to participate or participated in the 2003 NQSP as of
December 31, 2004.  Such Employees shall participate in this
Plan in accordance with the requirements of Section 5.3.2.


    
      
         


      

      
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      5.3.4           Deferral Elections for
Compensation Other than Annual Bonus, LTIP (“Performance Share Plan” or “PSP”)
Payments and Stock Awards.  A Participant may authorize the
Company to make contributions to the Participant’s Tax-Deferred Account on
behalf of the Participant, through a written, telephonic, or electronic
contribution agreement, in whole percentage points of 1% to 50% of the
Participant’s Compensation (excluding the Annual Bonus, LTIP/PSP Payments and
Stock Awards) without regard to the Code section 401(a)(l7) limit. Such
contribution agreement shall be submitted by the Participant within the time
period prescribed in Section 5.3.1 or 5.3.2, as
applicable.

    

    


    5.3.5           Deferral of Annual Bonus and
LTIP/PSP Payments.  A Participant may make a separate election,
consistent with Treas. Reg. section l.409A-2(a)(8), in a written, telephonic, or
electronic contribution agreement with respect to the Participant’s Annual Bonus
and any LTIP/PSP Payment at least six months prior to the end of the applicable
performance period relating to such Annual Bonus and/or LTIP/PSP Payment,
authorizing the Company to contribute, on the Participant’s behalf, 1% to 100%
(in whole percentage points) of the Participant’s Annual Bonus and/or the cash
portion of the Participant’s LTIP/PSP Payment. Contributions under this Section
5.3.5 shall be credited to the Participant’s Account in the year in which the
portion of the Annual Bonus and/or LTIP/PSP Payment subject to this election
would otherwise have been payable to such Participant.  Amounts
elected under this Section 5.3.5 may not be contributed to the Participant’s
Rohm and Haas Stock Account.

    


    5.3.6           Deferral of Certain Stock
Awards.  Subject to the limitations described in subparagraph
(d) below, a Participant may make an irrevocable election in his or her
contribution agreement with respect to any Stock Award (“Shares”) in the Plan
Year preceding the Plan Year in which the Stock Award is granted (or in the case
of Stock Awards granted under the LTIP/PSP, at least six months prior to the end
of the performance period relating to such Stock Award, consistent with Treas.
Reg. section 1.409A-2(a)(8)), authorizing the Company to convert such Shares,
once any applicable restrictions lapse, on the Participant’s behalf, into units
of the Rohm and Haas Stock Fund. Units of the Rohm and Haas Stock Fund acquired
pursuant to this Section may not be diversified into the Savings Fund, except as
provided in Section 7.4.

    


    5.3.7           Irrevocable
Election.  Unless changed as described in Section 5.3.8
below, a Participant’s election(s) pursuant to this Section 5.3 shall remain in
full force and effect from year to year and shall govern the contributions to
his or her Account.

    


    5.3.8           Change in Contribution
Agreement.  A Participant may elect to change or revoke his or
her written, telephonic, or electronic contribution agreement with respect to
future Compensation in the manner described in this Section.  Such
election may be made only during the annual enrollment period designated by the
Administrative Committee (and in no event later than the deadlines for deferral
elections for such Compensation under Sections 5.3.2, 5.3.5, and
5.3.6).

    


    5.4           Designation of Time and Form
of Payment.

    


    5.4.1           In
General.  At the time of a Participant’s initial election to
defer Compensation pursuant to Section 5.3, he or she shall also elect the time
and manner in which his or her Account will be distributed from the
Plan.  Permissible distribution events and forms of benefit shall be
those set forth in Article X.  Except as provided in
Section 5.4.2, such election shall remain in effect from year to year and
shall govern all distributions from the Participant’s
Account.  Notwithstanding the foregoing, a Participant who previously
participated in the 2003 NQSP and who made or was deemed to have made a
distribution election pursuant to Section 5.5 with respect to Compensation
earned in 2005 and/or Shares that remain unvested as of December 31, 2004,
shall be permitted to make a new distribution election on or before
December 31, 2005 with respect to the portion of his or her Account
attributable to Compensation earned after December 31, 2005 (including any
Stock Awards granted after December 31, 2005) and any related Company
matching contributions (the “Post-2005 Account”).  Except as provided
in Section 5.4.2, such new election shall remain in effect from year to
year and shall govern all distributions from the Participant’s Post-2005
Account.  If such Participant fails to make anew distribution election
as described herein, his or her actual or deemed distribution election pursuant
to Section 5.5 shall remain in effect and shall govern all distributions
from the Participant’s Post-2005 Account.

    


    5.4.2           Election of a Scheduled
Benefit Payment Date.  Notwithstanding the requirements of
Section 5.4.1, a Participant who elects a Scheduled Benefit Distribution
Date shall be permitted to make a new distribution election with respect to
future Compensation in the Plan Year preceding the Plan Year in which the
Scheduled Benefit Distribution Date occurs (and in no event later than the
deadlines for deferral elections for such Compensation under
Sections 5.3.2, 5.3.5, and 5.3.6).  Such election shall be made
during the designated enrollment period occurring in such preceding Plan
Year.  Such election shall apply to all amounts credited to the
Participant’s Account after the Scheduled Benefit Distribution Date; provided,
however, that if such election specifies a new Scheduled Benefit Distribution
Date, such election shall only apply until the new Scheduled Benefit
Distribution Date, and the Participant shall again make a distribution election
as provided 

     

    
      
         


      

      
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    herein
with respect to amounts subsequently credited to his or her
Account.  If a Participant who has elected a Scheduled Benefit
Distribution Date fails to make a new distribution election as provided
hereunder, he or she shall be deemed to have elected to have all amounts
credited to his or her Account after a Scheduled Benefit Distribution Date
distributed in a single lump sum upon his or her Separation from Service
(subject to a six-month delay, if applicable, as described in
Section 10.1.3).

    


    5.5           Treatment of Compensation
Deferred Prior to 2005 under the 2003 NOSP.

    


    5.5.1           Compensation other than
certain Stock Awards.  On or before December 31, 2005, a
Participant who made a deferral election under the 2003 NQSP with respect to
Compensation earned in 2005 (“2005 Compensation”) may cancel such
election.  If a Participant does not cancel such election, his or her
2005 Compensation shall be deemed to be deferred into this Plan.  A
Participant who does not cancel a deferral election with respect to 2005
Compensation shall designate the time and manner in which the portion of his or
her Account attributable to 2005 Compensation and any related Company matching
contributions will be distributed from the Plan. Permissible distribution events
and forms of benefit shall be those set forth in Article X.  A
Participant who fails to affirmatively elect a time and manner of distribution
hereunder shall be deemed to have elected to have the portion of his or her
Account attributable to 2005 Compensation and any related Company matching
contributions distributed in a single lump sum upon his or her Separation from
Service.

    


    5.5.2           Certain Stock
Awards.  On or before December 31, 2005, a Participant who
made a deferral election under the 2003 NQSP with respect to Shares that remain
unvested as of December 31, 2004 (“Unvested Shares”), may cancel such
election.  If a Participant does not cancel such election, his or her
Unvested Shares shall be deemed to be deferred into this Plan.  A
Participant who does not cancel a deferral election with respect to Unvested
Shares shall designate the time and manner in which the portion of his or her
Account attributable to the Unvested Shares shall be distributed from the
Plan.  Permissible distribution events and forms of benefit shall be
those set forth in Article X.  A Participant who fails to
affirmatively elect a time and manner of distribution hereunder shall be deemed
to have elected to have the portion of his or her Account attributable to the
Unvested Shares distributed in a single lump sum upon his or her Separation from
Service.

    


    


    ARTICLE
VI

    CONTRIBUTIONS
TO THE PLAN

    


    6.1           Participant
Contributions.

    


    6.1.1           Tax-Deferred
Account.  For each payroll period, the Company, on behalf of
any Participant who makes an election to contribute amounts to his or her
Tax-Deferred Account pursuant to Section 5.3. above, shall credit such
Participant’s Tax-Deferred Account with a notional amount equal to such deferral
contribution(s).  Such notional contributions shall be credited to the
Participant’s Tax-Deferred Account on a monthly basis; except that if a
Participant’s contribution to his or her Tax-Deferred Account is attributable to
an LTIP/PSP Payment, as described in Section 5.3.5 above, then such
contributions shall be credited to the Participant’s Tax-Deferred Account as
soon as administratively practicable following the date on which the LTIP/PSP
Payment would, but for the Participant’s election, have been paid to the
Participant.

    


    6.1.2           Rohm and Haas Stock
Account.  The Company, on behalf of any Participant who makes
an election pursuant to Section 5.3.6 above regarding the conversion and
contribution of “Shares” to his or her Rohm and Haas Stock Account, shall credit
such Participant’s Rohm and Haas Stock Account with a notional amount equal to
such contribution(s) in the form of Stock Units.  Such notional
contributions shall be allocated to the Participant’s Rohm and Hans Stock
Account as soon as administratively practicable following the date on which the
restrictions on the stock subject to the election lapse.

    


    6.2           Company Matching
Contributions.  The Company shall match each Participant’s
contributions to the Plan pursuant to Section 6.1, except that for the purpose
of this Section 6.2, contributions attributable to LTPSP Payments and Stock
Awards shall be excluded.  Such matching contributions shall be made
to the Participant’s Rohm and Hans Stock Account in Robin and Haas Stock
Units.  The number of Rohm and Haas Stock Units to be contributed
shall be 60% of the amount determined by dividing the lesser of (i) the
Participant’s eligible contributions for the year, or (ii) 6% of the
Participant’s Compensation (excluding Stock Awards and LTPSP Payments), by the
Fair Market Value of Rohm and Haas common stock on the date the contribution is
allocated.


    
      
         


      

      
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    ARTICLE
VII

    INVESTMENT
OF PARTICIPANT CONTRIBUTIONS

    


    7.1           General.  Investment
elections under this Article VII are notional only, to be used for the sole
purpose of calculating the amount of a Participant’s benefit under the Plan at
any time. Actual investments, if any, by the Company to defray the costs of this
Plan will be governed by Section 8.3.

    


    7.2           Participant
Contributions.  Pursuant to Section 6.1 above, and in
accordance with Article VIII below, the contributions allocated to a
Participant’s Tax-Deferred Account will be invested on a notional basis in the
Savings Fund(s) elected by such Participant in the manner prescribed by the
qualified Savings Plan, and contributions allocated to a Participant’s Rohm and
Haas Stock Account will be invested on a notional basis in the Rohm and Haas
Stock Fund.  No contributions under this Plan may be allocated to the
Rohm and Haas ESOP Fund, and no contributions may be made to the Rohm and Haas
Stock Fund, (also called the “Stock Unit” Fund), except as permitted in
subsection 5.3.6 above.  Any change in a Participant’s investment
elections, or a transfer or diversification of finds under this Plan, will have
no effect on the Participant’s investment elections in the qualified Savings
Plan, or result in a transfer or diversification of finds under the qualified
Savings Plan; and vice-versa with respect to changes, transfers, or
diversification under the Savings Plan.

    


    7.3           Company
Contributions.  Pursuant to Section 6.2 above, and in
accordance with Article VIU below, all Company matching contributions
allocated to the Participant’s Rohm and Haas Stock Account shall be invested on
a notional basis in the Rohm and Haas Stock Fund.

    


    7.4           Diversification of
Investments in the Rohm and Haas Stock Fund.  Investments of
both Participant and Company contributions credited to the Rohm and Haas Stock
Fund on a notional basis may not be subsequently reallocated to other Savings
Funds, except as provided below:

    


    7.4.1           Subject
to the restrictions set forth in Section 7.4.2 below, a Participant may
diversify the portion of his or her Rohm and Haas Stock Account attributable to
his or her notional conversion and contribution of Stock Awards pursuant to
Section 5.3.6 and/or Company matching contributions pursuant to Section 6.2
out of the Rohm and Haas Stock Fund beginning on the date which is six months
after the date on which on which such Stock Awards and/or matching contributions
were initially credited to such Participant’s Rohm and Haas Stock Account, by
transferring such amounts into any other available Savings Fund(s).

    


    7.4.2           In
addition to the restrictions of Section 7.4.1 above, any Participant
designated as a Section 16b Insider by the Company shall be eligible to
diversify his or her Rohm and Haas Stock Account only during an “open trading
window” permitted under the Company’s insider trading policy.  In
addition, any Participant who reallocates any portion of his or her Rohm and
Haas Stock Account into any other Savings Fund(s) pursuant to Section 7.4.1
above, may not subsequently reallocate investments into the Rohm and Haas Stock
Fund.

    


    7.5           Investment Reallocation.
Subject to any limitations which may exist with respect to transfers as
provided in the prospectus for a particular Savings Fund, a Participant may
elect to transfer any portion of his or her existing Account balance, except for
amounts credited to the Rohm and Haas Stock Account, among the available Savings
Funds at any time. A Participant may not transfer any portion of his or her
existing Account balance into the Robin and Haas Stock Fund.

    


    Amounts
credited to a Participant’s Rohm and Haas Stock Account are subject to the
diversification rules described in Section 7.4 above.

    


    


    ARTICLE
VIII

    PARTICIPANT
ACCOUNTS AND TRUST FUND

    


    8.1           The
Administrative Committee shall maintain, or cause to be maintained, for each
participant a Rohm and Haas Stock Account and a Tax-Deferred
Account.  Notional amounts equal to the value of a Participant’s
before-tax contributions shall be credited to the participant’s Tax-Deferred
Account or Rohm and Haas Stock Account by the Company on the participant’s
behalf, as appropriate.  Notional amounts equal to the value of the
Company’s matching contributions shall be credited to the Participant’s Rohm and
Haas Stock Account.

    


    8.2           The
notional amount credited to a Participant’s Account will be reduced by any
amounts withdrawn.


    
      
         


      

      
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    8.3           Notwithstanding
Article VII, the Administrative Committee shall direct the Trustee to establish
a Trust Fund for the Plan.  The Investment Committee shall direct the
investment of such Trust Fund.  The actual investment of the Trust
Fund need not correspond to actual Participant elections under
Section 7.1.  As of each Valuation Date, the Trustee will
determine the value of each Savings Fund, including Income
thereon.  The Trustee shall also value the Trust Fund as of each
Valuation Date, and report to the Company the difference between the Trust
Fund’s actual value and the Savings Fund’s value, as derived from the investment
elections by Participants.

    


    8.4           The
Investment Committee shall direct the funding of the Trust Fund from time to
time as it deems appropriate and in the best interests of Participants and the
Company, provided, however, that the funding of the trust fund shall be
consistent with section 409A(b) of the Code.

    


    Pursuit
to terms of the trust, the trust was fully funded as of April 1,
2009.

    


    


    ARTICLE
IX

    VESTING

    


    9.1           A
Participant shall at all times be 100% vested in all amounts credited to his or
her Account.

    


    9.2           A
Participant with funds transferred from an account under the Morton
International, Inc. Supplemental Employee Savings and Investment Plan (a “SESIP
Account”) shall become 100% vested in the amount of such funds as of the date of
transfer.

    


    


    ARTICLE
X

    DISTRIBUTION
OF ACCOUNTS

    


    10.1         Timing
of Distribution.

    


    10.1.1      Elected by
Participant.  A Participant may elect, at the time of his or
her initial deferral of Compensation, to receive distribution of his or her
Account commencing on:

    


    (a)           the
Participant’s Separation from Service; or

    


    (b)           a
Scheduled Benefit Distribution Date; or

    


    (c)           the
earlier to occur of the events described in subparagraphs (a) and
(b)

    


    10.1.2           Other Distribution
Events.  Notwithstanding the foregoing, distributions shall be
made prior to the time elected by the Participant upon the Participant’s death,
or, if the Participant is a party to a “Continuity Agreement” with the Company
on December 31, 2008, upon a Change in Control, provided that the Change in
Control constitutes an event described in section 409A(a)(2)(A)(v) of the Code
and the regulations thereunder.

    


    10.1.3           Distributions to Specified
Employees.  In the case of any participant who is a Specified
Employee, a distribution payable on account of such participant’s Separation
from Service shall not commence until six months after the date of such
Separation from Service (or, if earlier, the date of the Participant’s
death).

    


    10.1.4           Distributions
shall commence as soon as is administratively feasible following the applicable
distribution event, but in no event later than 60 days following such event,
consistent with, and except as provided by, Treas. Reg.
section 1.409A-3(d).  If distribution is made on account of the
Participant’s death, such distribution shall be made to his or her
Beneficiary(ies).  All decisions made by the Administrative Committee
in good faith and based upon affidavit or other evidence satisfactory to the
Administrative Committee regarding questions of fact in the determination of the
identity of such Beneficiary(ies) shall be conclusive and binding upon all
parties, and payment made in accordance therewith shall satisfy all liability
hereunder.

    


    10.2           Forms of
Benefit


    
      
         


      

      
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    10.2.1           Distribution on Account of
Separation from Service or at a Specified Time. Distributions
made on account of the events set forth in Section 10.1.1 shall be paid as
provided in subparagraphs (a) or (b) below.

    


    (a)           A
Participant may elect, during the time or times set forth in Section 5.4
and/or Section 5.5 (as applicable), to receive distribution of his or her
Account:

    


    (i)           in
a single sum payment; or

    


    (ii)           in
annual installment payments over a term of years selected by the Participant,
which shall not exceed twenty (20) years.  If a participant makes a
change to their form of payment after January 1, 2010 according to the
change rules in section 5.4.2, the installment payments cannot exceed fifteen
(15) years.   This installment payment option shall be treated as
the entitlement to a single payment for purposes of Treas. Reg.
section 1.409A-2(b)(2)(iii). Each installment payment shall equal the
balance of such Deferral Account as of the most recent Valuation Date preceding
the payment date, times a fraction, the numerator of which is one and the
denominator of which is the number of remaining installment
payments.  Each subsequent installment shall be paid on or about the
succeeding anniversary of such first payment or monthly intervals, if
selected.  Each such installment shall be deemed to be made on a pro
rata basis from each of the different deemed investments of the Deferral Account
(if there is more than one such deemed investment). All decisions made by the
Administrative Committee in good faith and based upon an affidavit or other
evidence satisfactory to the Administrative Committee regarding questions of
fact in the determination of the identity of such Beneficiary(ies) shall be
conclusive and binding upon all parties, and payment made in accordance
therewith shall satisfy all liability hereunder.

    


    (b)           If
a Participant fails to elect a form of benefit as provided in subparagraph (a),
his or her Account shall be paid in a single lump sum.

    


    10.2.2           Other Distributions.
Distributions made on account of death or a Change in Control shall be
distributed in a single lump sum as soon as is administratively feasible, but in
no event later than 60 days following, as applicable, death or the Change in
Control (consistent with, and except as provided by, Treas. Reg.
section l.409A-3(d)).  A distribution on account of death shall
be made to the Participant’s Beneficiary(ies).  All decisions made by
the Administrative Committee in good faith and based upon an affidavit or other
evidence satisfactory to the Administrative Committee regarding questions of
fact in the determination of the identity of such Beneficiary(ies) shall be
conclusive and binding upon all parties, and payment made in accordance
therewith shall satisfy all liability hereunder.

    


    10.3           Change in Time of
Distribution and Form of Benefit.  With respect to previously
deferred Compensation, a Participant may elect to change the time of
distribution elected pursuant to Section 10.1.1 and/or the form of benefit
elected pursuant to Section 10.2.1 (a “subsequent election”), subject to Treas.
Reg. section 1.409A-2(b), if the following requirements are
met.

    


    10.3.1           The
subsequent election shall not take effect for at least twelve (12) months after
the date of such subsequent election;

    


    10.3.2           The
first payment with respect to such subsequent election shall not be made until
at least five (5) years after the date on which distribution would have
otherwise begun; provided that earlier distribution may be made in the event of
the Participant’s death; and

    


    10.3.3           If
applicable, the subsequent election shall be made at least 12 months prior to a
Scheduled Benefit Distribution Date.

    


    10.4           Permitted Acceleration of
Payment.  Notwithstanding the Participant’s elected time and
form of distribution pursuant to Section 10.2 and the restrictions of
Section 10.3, the time or schedule of a payment shall be accelerated in the
following circumstances:

    


    10.4.1           Payment
shall be made to the extent necessary to comply with a domestic relations order
(as defined in section 414(p)(1)(B) of the Code) that meets the
requirements of the Company’s domestic relations order procedures applicable to
non-qualified plans, if such payment is made to an individual other than the
Participant.

    


    10.4.2           Payment
shall be made to the extent necessary for the Participant to comply with an
ethics agreement with the Federal government, and to the extent reasonably
necessary to avoid the violation of applicable Federal, state or local ethics
law or conflicts of interest law.


    
      
         


      

      
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    10.4.3           Payment
of a Participant’s entire Account shall be made upon his or her Separation from
Service, provided that the payment is made on or before the later of (A) the
December 31 of the calendar year in which the Participant’s Separation from
Service occurs or (B) the date that is two and one-half (2 1⁄2) months after the
Participant’s Separation from Service..  Payment shall be made at the
time specified in Section 10.1 (including, when applicable, the six-month
delay in Section 10.1.3).

    


    10.4.4           Payment
shall be made to the extent necessary to satisfy any applicable federal, state
and local tax withholding requirements, subject to Treas. Reg.
section 1.409A- 3(j)(4)(vi).

    


    10.5           Form
of Distribution

    


    10.5.1           Tax-Deferred
Account.  Amounts from a Participant’s Tax-Deferred Account
shall be distributed in cash.

    


    10.5.2           Rohm and Haas Stock
Account.  Stock Units notionally credited to a Participant’s
Rohm and Haas Stock Account shall be distributed in Company common stock
shares.  The amount of such shares to be distributed shall equal the
number of whole Stock Units, plus a cash payment equal to the Fair Market Value
on the date of distribution of any fractional Stock Units, which are credited to
the Participant’s Account as of the date of distribution.

    


    


    ARTICLE
XI

    REEMPLOYMENT

    


    11.1           If
a Participant’s employment is terminated, and he or she is subsequently
reemployed as an Employee eligible to participate in the Plan under Article IV,
such eligible Employee may again participate in the Plan in accordance with
Article V.

    


    


    ARTICLE
XII

    ADMINISTRATION
OF THE PLAN

    


    12.1           The
Administrative Committee will be responsible for the administration of the Plan
and is designated as the Plan’s agent to receive service of
process.  All matters relating to the administration of the Plan,
including the duties imposed upon the Plan administrator by law, except those
duties relating to the control or management of Plan assets shall be the
responsibility of the Administrative Committee.  The Investment
Committee will have the authority and responsibility to control and manage the
assets of the Plan, if any.  Members of both the Administrative
Committee and the Investment Committee shall be appointed and removed by the
Chief Executive Officer, or his or her designee.

    


    12.2           The
Administrative Committee shall have the full responsibility to represent the
Company and the Participants in all things it may deem necessary for the proper
administration of the Plan.  Subject to the terms of the Plan, the
decision of the Administrative Committee upon any question of fact,
interpretation, definition or procedure relating to the administration of the
Plan shall be conclusive.  The responsibilities of the Administrative
Committee shall include the following:

    


    12.2.1           Verifying
all procedures by which payments to Participants and their Beneficiaries are
authorized;

    


    12.2.2           Deciding
all questions relating to the eligibility of Employees to become Participants in
the Plan;

    


    12.2.3           Interpreting
the provisions of the Plan in all particulars;

    


    12.2.4           Establishing
and publishing rules and regulations for carrying out the Plan;

    


    12.2.5           Preparing
an individual record for each Participant in the Plan, which shall be available
for examination by such Participant, the Investment Committee and its members,
or other authorized persons; and

    


    12.2.6           Reviewing
and answering any denied claim for benefits that has been appealed to the
Administrative Committee under the provisions of
Section 14.6.


    
      
         


      

      
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    12.3           The
following general provision shall govern the actions of either the
Administrative or Investment Committee:

    


    12.3.1           The
Committee shall choose a chairman from its members and shall appoint a secretary
who shall keep minutes of the Committee’s proceedings and shall be responsible
for preparing such reports as may be advisable for the administration of the
Plan.  The Committee may employ and compensate such advisory,
clerical, and other employees as it may deem reasonable and necessary to the
performance of its duties.

    


    12.3.2           The
action of the Committee shall be determined by a majority vote of all its
members, except that no member of the Committee may vote on any question
relating specifically to himself or herself.

    


    12.3.3           The
members of the Committee shall serve without compensation for their services as
such.  All expenses of the Committee shall be paid by the
Company.

    


    12.3.4           The
chairman or the secretary of the Committee may execute any written direction on
behalf of the Committee.

    


    12.3.5           The
Committee may, at its discretion, allocate among its members or to other persons
those functions and responsibilities which it deems advisable for the efficient
and effective operation and management of the Plan.

    


    12.3.6           Except
as expressly provided, neither the Committee nor any member thereof shall be in
any way subject to any suit or litigation or to any legal liability for any
cause or reason or thing whatsoever in connection with the administration or
financial performance of the Plan.

    


    


    ARTICLE
XIII

    PLAN
AMENDMENT; FUTURE OF THE PLAN

    


    13.1           Plan
Amendment.  The Company reserves the right to amend the Plan at
any time and from time to time, in any fashion, including such amendments as are
necessary to comply with the requirements of section 409A of the Code and
the regulations and other guidance issued thereunder.

    


    13.2           Expiration of the
Plan.  The Company reserves the right at any time before that
date to reduce, suspend or discontinue payments to be made by it as provided
hereunder.  The Company reserves the right to discontinue the Plan at
any time.  However, in no event shall a discontinuance of the Plan
cause the distribution of Accounts prior to the time or times provided in
Article X.  In the event of a Change in Control, the Company may
in its discretion terminate the Plan and distribute all Accounts to Participants
within 12 months after such Change in Control to the extent permitted under
section 409A of the Code.

    


    


    ARTICLE
XIV

    GENERAL
PROVISIONS

    


    14.1           The
right of any Participant or Beneficiary to receive future payments under the
provisions of the Plan shall be an unsecured claim against the general assets of
the Company.  Any trust, and any other fund, account, contract or
arrangement that the Company chooses to establish for the future payment of
benefits under this Plan to a Participant or Beneficiary shall remain part of
the Company’s general assets and no person claiming payments under the Plan
shall have any right, title or interest in or to any such trust, fund, account,
contract or arrangement.

    


    14.2           Where
appropriate, and wherever the singular is used, it shall be interpreted as
including the plural.

    


    14.3           To
the extent permitted by law, payments to and benefits under the Plan shall not
be assignable. To the extent permitted by law, such payments and benefits shall
not be subject to attachment by creditors of, or through legal processes
against, any Participant or Beneficiary.

    


    14.4           Participation
in the Plan shall not give any Employee the right to be retained in the service
of the Company, nor any right or claim to annuity income unless such right has
specifically accrued under the terms of the Plan.


    
      
         


      

      
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    14.5           If
any person entitled to receive any benefits hereunder is a minor, or is deemed
by the Administrative Committee or is adjudged to be legally incapable of giving
a valid receipt and discharge for such benefits, they will be paid to the duly
appointed guardian, custodian or committee of such minor or incompetent, or they
may be paid to such persons who the Administrative Committee believes are caring
for or supporting such minor or incompetent.

    


    14.6           Any
Participant or Beneficiary who claims to be entitled to the payment of a benefit
under the Plan, should bring the matter to the attention of the Company,
normally through a local personnel department.  If a specific claim as
to the amount of any benefit, the method of payment or any other matter under
the Plan is denied, the claimant will be provided with a written notice,
normally within 90 days of the date the claim was filed.  The
notice will include:

    


    14.6.1           the
specific reason or reasons for the denial;

    


    14.6.2           the
specific reference or references to the Plan provisions on which the denial is
based;

    


    14.6.3           a
notice that the claimant or the claimant’s duly authorized representative may
appeal the denial to the Administrative Committee within 60 days;
and

    


    14.6.4           a
description of any additional information or material necessary to perfect the
claim and an explanation of the need for such material or
information.

    


    In the
event of an appeal, the claimant or the claimant’s representative. may submit a
written application for review of the denial, may examine documents relating to
this Plan or the claim, and may submit written issues, comments, and
documents.  Such appeal will be promptly considered by the
Administrative Committee.

    


    14.7           Additional Claims Procedures
for Section 409A.  If a Participant or Beneficiary believes he
or she is entitled to have received benefits but has not received them, the
Participant or Beneficiary must accept any payment made under the Plan and make
prompt and reasonable, good faith efforts to collect the remaining portion of
the payment, as determined under Treas. Reg. section 1.409A-3(g).  For
this purpose (and as determined under such regulation), efforts to collect the
payment will be presumed not to be prompt, reasonable, good faith efforts,
unless the Participant or Beneficiary provides notice to the Plan Administrator
within 90 days of the latest date upon which the payment could have been timely
made in accordance with the terms of the Plan and the regulations under section
409A of the Code, and unless, if not paid, the Participant or Beneficiary takes
further enforcement measures within 180 days after such latest
date.

    


    14.8           Plan Interpretation and
Section 409A.  Notwithstanding the other provisions hereof,
this Plan shall be construed and interpreted to comply with section 409A of
the Code and if necessary, any provision shall be held null and void to the
extent such provision (or part thereof) fails to comply with Section 409A
of the Code or regulations thereunder.  However, in no event shall the
Company, its officers, directors, employees, parents, subsidiaries, or
affiliates be liable for any additional tax, interest, or penalty incurred by a
Participant or Beneficiary as a result of the Plan’s failure to satisfy the
requirements of section 409A of the Code, or as a result of the Plan’s
failure to satisfy any other applicable requirements for the deferral of
tax.

    


    14.9           Administrative
Delay.  The Plan Administrator may make payment on any day
later than the date specified in the Plan as a result of administrative delay to
the extent that such payment is treated as being paid on the date specified in
the Plan under Treas. Reg. section 1.409A-3(d), which generally permits payment
to be made later within the same calendar year, or, if later, within 2 1⁄2 months
following the date specified in the Plan, provided that the Participant is not
permitted to designate the taxable year of payment.

    


    14.10         Except
insofar as the law of Pennsylvania has been superseded by Federal law,
Pennsylvania law shall govern the construction, validity and administration of
this Plan.

    


    
      	
              By:

            	
              __________________________

              Gregory
      Freiwald

            
	 
      	 
      
	 
      	
              Corporate
      Vice President

              Human
      Resources Department

              The
      Dow Chemical Company

            


    

    



    
      
         


      

      
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    APPENDIX A: Hypothetical
Investment Benchmarks

    


    The funds
offered in the Savings Plan are also offered in this plan.

     

    Ten Year
U.S. Treasury Notes Plus Fund


    
      
         


      

      
        43