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Exhibit 4.2

AMENDMENT NO. 1 TO RIGHTS AGREEMENT

     This Amendment No. 1 to Rights Agreement (this “Amendment”), dated as of July 9, 2008 by and between Rohm and Haas Company, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., formerly known as EquiServe Trust Company, N.A., as Rights Agent (the “Rights Agent”), amends the Rights Agreement, dated as of October 26, 2000 (the “Rights Agreement”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such term in the Rights Agreement.

RECITALS

     WHEREAS, the Company and the Rights Agent have executed and entered into the Rights Agreement; 

     WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company and the Rights Agent may from time to time supplement or amend the Rights Agreement in accordance with the provisions thereof at the direction of the Company, provided, among other things, that the interests of the holders of Rights Certificates are not adversely affected; 

     WHEREAS, the Company proposes to enter into an Agreement and Plan of Merger, dated as of July 2008, by and among the Company, The Dow Chemical Company (“Buyer”) and Ramses Acquisition Corp (the “Merger Agreement”);

     WHEREAS, as an inducement to Buyer’s willingness to enter into the Merger Agreement and incur the obligations set forth herein, certain stockholders of the Company have entered into a stockholder support agreement (the “Stockholder Support Agreement”) relating to certain transactions contemplated by the Merger Agreement; and

     WHEREAS, the Board of Directors of the Company has determined and resolved that it is in the best interest of the Company and its stockholders to amend the Rights Agreement as set forth below to provide that the execution, delivery and performance of the Merger Agreement and the Stockholder Support Agreement and the transactions contemplated thereby will not result in any Person becoming an Acquiring Person or have any triggering effect on the Rights;

     NOW, THEREFORE, the Rights Agreement is hereby amended as follows:

	1.  	  	The definition of Acquiring Person in Section 1(a) of the Rights Agreement is hereby  
	  	  	amended and supplemented by adding the following sentence at the end of the last sentence  
	  	  	thereof:  
			
			                             Notwithstanding anything herein to the contrary, no Person shall be 
	  	  	                             deemed to be an Acquiring Person solely by virtue of (1) the  
	  	  	                             execution, delivery or performance of Merger Agreement or the  
			                             transactions contemplated thereby, (2) the execution, delivery or 
			                             performance of the Support Agreement or the transactions  
	  	  	                             contemplated thereby, (iii) the consummation of the Merger or any               








	  	  	                             other transaction contemplated by the Merger Agreement or the  
			                             Support Agreements or (iv) the public announcement of any of the 
	  	  	                             foregoing.  
	   
	2.  	  	The definition of Stock Acquisition Date 1(q) of the Rights Agreement is hereby amended  
	  	  	and supplemented by adding the following sentence at the end of the last sentence thereof:  
	   
	  	  	                             Notwithstanding anything herein to the contrary, a “Stock Acquisition  
	  	  	                             Date” shall not be deemed to have occurred solely as the result,  
	  	  	                             directly or indirectly, of (i) the approval, execution, delivery or  
			                             performance of the Merger Agreement, (ii) the approval, execution, 
	  	  	                             delivery or performance of the Support Agreement, (iii) the  
	  	  	                             consummation of the Merger or any other transaction contemplated by  
			                             the Merger Agreement or the Support Agreement or (iv) the public 
	  	  	                             announcement of any of the foregoing.  
	   
	3.  	  	Section 1 of the Rights Agreement is hereby further amended and supplemented to add the  
	  	  	following definitions in the appropriate alphabetical locations:  
	   
	  	  	                             “Effective Time” shall have the meaning assigned in the Merger  
	  	  	                             Agreement.  
			       
			                             “Merger” shall have the meaning assigned in the Merger Agreement. 
			           
			                             “Merger Agreement” shall mean the Agreement and Plan of Merger, 
			                             dated as of July 2008, by and among the Company, The Dow  
	  	  	                             Chemical Company (“Buyer”) and Ramses Acquisition Corp (the 
	  	  	                             “Merger Agreement”)  
			 
	  	  	                             “Support Agreement” shall meant the Stockholder Support  
	  	  	                             Agreement, dated as of July 2008, by and among the Company, Buyer  
	  	  	                             and certain other parties thereto,  
	  
	4.  	  	Section 3(a) is hereby amended and supplemented to add the following sentence at the end of  
	  	  	the first paragraph:  
			
	  	  	                             Notwithstanding anything in this Agreement to the contrary, a  
			                             Distribution Date shall not be deemed to have occurred solely as the 
	  	  	                             result, directly or indirectly, of (i) the approval, execution, delivery or  
			                             performance of the Merger Agreement, (ii) the approval, execution, 
	  	  	                             delivery or performance of the Support Agreement, (iii) the  
	  	  	                             consummation of the Merger or any other transaction contemplated by  
			                             the Merger Agreement or the Support Agreement or (iv) the public 
	   	  	                             announcement of any of the foregoing.  
	  
	5.  	  	Section 3 of the Rights Agreement is hereby amended and supplemented to add the following  
	  	  	sentence at the end thereof as a new Section 3(c):  



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	  	  	                             Nothing herein shall be construed to give any holder of Rights or any  
	  	  	                             other Person any legal or equitable rights, remedies or claims under  
			                             this Rights Agreement by virtue of (i) the approval, execution,
	  	  	                             delivery or performance of the Merger Agreement, (ii) the approval,  
	  	  	                             execution, delivery or performance of Support Agreement, (iii) the  
	  	  	                             consummation of the Merger or any other transaction contemplated by  
	  	  	                             the Merger Agreement or the Support Agreement or (iv) the public  
	  	  	                             announcement of any of the foregoing.  
	   
	6.  	  	Section 7(a) is hereby amended and restated in its entirety to read as follows:  
	   
			                             (a) Except as otherwise provided herein, the Rights shall become 
			                             exercisable on the Distribution Date, and thereafter the registered 
	  	  	                             holder of any Right Certificate may, subject to Section 11(a)(ii) hereof  
	  	  	                             and except as otherwise provided herein, exercise the Rights  
			                             evidenced thereby in whole or in part upon surrender of the Right 
	  	  	                             Certificate, with the form of election to purchase on the reverse side  
	  	  	                             thereof duly executed, to the Rights Agent at the office or agency of  
	  	  	                             the Rights Agent designated for such purpose, together with payment  
			                             of the Purchase Price for each one one-thousandth of a share of 
			                             Preferred Stock as to which the Rights are exercised, at any time 
	  	  	                             which is both after the Distribution Date and prior to the earliest of (i)  
	  	  	                             the earlier of (A) the close of business on December 1, 2010 or (B) the  
	  	  	                             time occurring immediately prior to immediately prior to the Effective  
	  	  	                             Time (as defined in the Merger Agreement) (such earlier time being  
			                             the “Final Expiration Date”), (ii) the time at which the Rights are 
	  	  	                             redeemed as provided in Section 23 hereof (the "Redemption Date")  
	  	  	                             or (iii) the time at which such Rights are exchanged as provided in  
	  	  	                             Section 24 hereof.  
	  
	7.  	  	Section 11(a)(ii) of the Rights Agreement is hereby amended and supplemented to add the  
	  	  	following sentence at the end of that section:  
	   
	  	  	                             Notwithstanding anything contained herein to the contrary, no event  
	  	  	                             requiring an adjustment under this Section 11(a)(ii) shall be deemed  
	  	  	                             to have occurred by reason of (i) the approval, execution, delivery or  
	  	  	                             performance of the Merger Agreement, (ii) the approval, execution,  
	  	  	                             delivery or performance of the Support Agreement, (iii) the  
	  	  	                             consummation of the Merger or any other transaction contemplated by  
	  	  	                             the Merger Agreement or the Support Agreements or (iv) the public  
	  	  	                             announcement of any of the foregoing.  
	  
	8.  	  	Section 13 of the Rights Agreement is hereby amended and supplemented by adding the  
	  	  	following sentence at the end thereof as a new Section 13(f):  



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	 	 	                             “Notwithstanding anything to the contrary contained herein, the  
	 	 	                             provisions of Section 13 of this Agreement shall be deemed not to 
	 	 	                             apply to the Merger.”  
	 	 	  
	 9.	 	Section 30 is hereby amended and supplemented by adding the following sentence at the end  
	 	 	thereof:  
	 	 	  
	 	 	                             Nothing herein shall be construed to give any holder of Rights  
	 	 	                             Certificates or any other Person any legal or equitable rights, remedies  
	 	 	                             or claims whatsoever hereunder as a result of or in connection with (i)  
	 	 	                             the approval, execution, delivery or performance of the Merger  
	 	 	                             Agreement, (ii) the approval, execution, delivery or performance of 
	 	 	                             the Support Agreement, (iii) the consummation of any of the  
	 	 	                             transactions contemplated by the Merger Agreement or the Support 
	 	 	                             Agreement or (iv) the announcement of any of the foregoing.  
	 	 	  
	 10.	 	This amendment shall be effective from and after the date the Merger Agreement is entered  
	 	 	into.  
	 	 	  
	 11. 	 	This amendment may be executed in any number of counterparts, each of which shall be an  
	 	 	original, but such counterparts shall together constitute one and the same instrument.  
	 	 	  
	 12. 	 	This Amendment shall be deemed effective as of the date first written above, as if executed  
	 	 	on such date. Except as amended hereby, the Rights Agreement shall remain in full force  
	 	 	and effect and shall be otherwise unaffected hereby.  
	 	 	  
	 13. 	 	If for any reason the Merger Agreement is terminated pursuant to Section 7.1 thereof and the  
	 	 	Merger is abandoned, then this Amendment shall be of no further force and effect and the  
	 	 	Rights Agreement shall remain the same as it existed immediately prior to execution of this  
	 	 	Amendment, and the Company shall promptly notify the Rights Agent of same.  
	 	 	  
	 14. 	 	This Amendment shall be deemed to be a contract made under the laws of the State of  
	 	 	Delaware and for all purposes shall be governed by and construed in accordance with the  
	 	 	laws of such State applicable to contracts to be made and performed entirely within such  
	 	 	State. If any provision, covenant or restriction of this Amendment is held by a court of  
	 	 	competent jurisdiction or other authority to be invalid, illegal or unenforceable, the remainder  
	 	 	of the terms, provisions, covenants and restrictions of this Amendment shall remain in full  
	 	 	force and effect and shall in no way be effected, impaired or invalidated. Except as  
	 	 	otherwise expressly provided herein, or unless the context otherwise requires, all terms used  
	 	 	herein have the meanings assigned to them in the Rights Agreement. This Amendment may  
	 	 	be executed in any number of counterparts, each of which shall be an original which shall  
	 	 	constitute one and the same document.  



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IN WITNESS WHEREOF, this Amendment has been duly executed by the Company and the Rights Agent as of the day and year first written above.


	 	 	ROHM AND HAAS COMPANY 
	 
	 
	 
	 	 	By:  /s/ Robert A. Lonergan________
			
	 	 	Name: Robert A. Lonergan 
	 	 	Title: Executive Vice President, General 
	 	 	           Counsel and Secretary 
	 
	 
	 
	COMPUTERSHARE TRUST COMPANY, N.A. 	 	 
	 
	 
	 
	By:  /s/ Darlene DioDato____________	 	 
			
	Name:  Darlene DioDato	 	 
	Title:     Senior Manager, Client Services	 	 




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