Exhibit
10.1

     

    Execution
Copy

     

    VOTING
AGREEMENT

     

    THIS
VOTING AGREEMENT (this “Agreement”) is made
and entered into this 10th day of July 2008 by and among Rohm and Haas Company,
a Delaware corporation (the “Company”), The Dow
Chemical Company (the “Purchaser”),
and each of (i) John C. Haas, John Otto Haas, Thomas Willaman Haas, William
David Haas and Wachovia Bank, N.A., as trustees of the trust (Tax Identification
No. 23-6226975) (the “First 1945 Trust”)
formed pursuant to the agreement dated December 20, 1945, between Otto Haas, as
grantor, and Girard Trust Company, Phoebe W. Haas, John C. Haas and F. Otto
Haas, as original trustees, (ii) John C. Haas, John Otto Haas, Thomas Willaman
Haas, William David Haas and Wachovia Bank, N.A., as trustees of the trust (Tax
Identification No. 23-6226976) (the “Second 1945 Trust”)
formed pursuant to the agreement dated December 21, 1945, between Phoebe W.
Haas, as grantor, and Girard Trust Company, Otto Haas, John C. Haas and F. Otto
Haas, as original trustees, (iii) John C. Haas, John Otto Haas, Thomas Willaman
Haas, William David Haas and Wachovia Bank, N.A., as trustees of the trust (Tax
Identification No. 23-6233446) (the “1955 Trust”) formed
pursuant to the trust agreement dated August 3, 1955, between Otto Haas, as
grantor, and F. Otto Haas, John C. Haas and The Philadelphia National Bank, as
original trustees, (iv) John C. Haas, John Otto Haas, Thomas Willaman Haas,
William David Haas and Wachovia Bank, N.A., as trustees of the trust (Tax
Identification No. 23-6233448) (the “1956 Trust”) formed
pursuant to the trust agreement dated as of September 28, 1956, between Otto
Haas, as grantor, and F. Otto Haas, John C. Haas and The Philadelphia National
Bank, as original trustees, (v) Carole Haas Gravagno, John Otto Haas, Thomas
Willaman Haas and William David Haas as trustees of the Trust A - for issue of
F. Otto Haas (Tax Identification No. 23-6524491) (the “1961 Trust A”) formed
pursuant to the trust agreement dated August 24, 1961, between Phoebe W. Haas,
as grantor, and F. Otto Haas and John C. Haas, as original trustees, and (vi)
John C. Haas, David W. Haas, Leonard C. Haas and Frederick R. Haas as trustees
of the Trust B - for issue of John C. Haas (Tax Identification No. 23-6524492)
(the “1961 Trust
B” and, together with the First 1945 Trust, the Second 1945 Trust, the
1955 Trust, the 1956 Trust and the 1961 Trust A, the “Shareholders” and
each a “Shareholder”) formed
pursuant to the trust agreement dated August 24, 1961, between Phoebe W. Haas,
as grantor, and F. Otto Haas and John C. Haas, as original
trustees.

     

    WHEREAS,
concurrently herewith the Purchaser, Ramses Acquisition Corp., a Delaware
corporation wholly owned by the Purchaser (“Merger Sub”), and the
Company are entering into an Agreement and Plan of Merger (the “Merger Agreement”)
(unless otherwise defined herein, capitalized terms used herein shall have the
meanings ascribed thereto in the Merger Agreement) pursuant to which the
Purchaser will acquire the Company by merging Merger Sub with and into the
Company (the “Merger”), with the
Company surviving the Merger as the surviving corporation (the “Surviving
Corporation”), subject to the terms and conditions of the Merger
Agreement;

     

    WHEREAS,
as of the date hereof, each Shareholder is the record and beneficial owner of,
and has the right to vote and dispose of, that number of shares of Company
Common Stock (such shares, together with any other capital stock of the Company
acquired by such Shareholder after the date hereof whether acquired directly or
indirectly, upon the exercise of options, conversion of convertible securities
or otherwise or in the event of any change in the capital stock of the Company
by reason of a stock dividend, split-up, merger, recapitalization,

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    combination,
exchange of shares or similar transactions or any other extraordinary change in
the corporate or capital structure of the Company, being collectively referred
to herein as the “Shares”) set forth
opposite its name on Schedule 1 hereto; and

     

    WHEREAS,
receipt of shareholder approval is a condition to the consummation of the
Merger.

     

    NOW,
THEREFORE, in consideration of the foregoing, the mutual covenants and
agreements set forth herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:

     

    ARTICLE
I

    VOTING

     

    Section 1.1    Agreement to
Vote.  Each
Shareholder irrevocably and unconditionally hereby agrees that from and after
the date hereof until the earlier of (a) receipt of the Company Stockholder
Approval and (b) the termination of the Merger Agreement (such earliest
time, the “Expiration
Time”), at any meeting (whether annual or special and each adjourned or
postponed meeting) of the Company’s shareholders, however called, or in
connection with any written consent of the Company’s shareholders, each
Shareholder will (i) appear at such meeting or otherwise cause its Owned
Shares (as defined below) to be counted as present thereat for purposes of
calculating a quorum and (ii) vote or cause to be voted (including by
written consent, if applicable) all of such Shareholder’s Shares beneficially
owned by such Shareholder as of the relevant time (the “Owned Shares”),
(A) for approval and adoption of the Merger Agreement and the transactions
contemplated by the Merger Agreement (without regard to any Company Change of
Recommendation), (B) against any Company Alternative Proposal, without
regard to the terms of such Company Alternative Proposal, or any other
transaction, proposal, agreement or action made in opposition to adoption of the
Merger Agreement or in competition or inconsistent with the Merger and the other
transactions contemplated by the Merger Agreement, (C) against any other
action that is intended or could prevent, impede, or, in any material respect,
interfere with, delay the transactions contemplated by the Merger Agreement, or
(D) in favor of any other matter necessary to the consummation of the
transactions contemplated by the Merger Agreement.

     

    Section 1.2    Restrictions on
Transfers.  The
Shareholders hereby agree that, from the date hereof until the Expiration Time,
they shall not, directly or indirectly, (a) sell, assign, transfer, give,
mortgage, pledge, hypothecate, issue, bequeath or in any manner encumber or
dispose of, or permit to be sold, assigned, transferred or to become subject to
any Lien, whether voluntarily, involuntarily or by operation of law, with or
without consideration (collectively, “Transfer”), any Owned
Shares, (b) deposit any Owned Shares into a voting trust or enter into a
voting agreement or arrangement or grant any proxy or power of attorney with
respect thereto that is inconsistent with this Agreement, or (c) agree (whether
or not in writing) to take any of the actions referred to in the foregoing
clause (a) or (b).  Notwithstanding clauses (a) and (c) of the
immediately preceding sentence,  the Shareholders may sell for cash to
the Company or to any third party pursuant to any brokers’ transactions in
accordance with Rule 144 of the Securities Act of 1933, as amended, up to that
number of Owned Shares that (together with any dividends paid by the Company on
such Owned Shares) is sufficient to pay the fees and expenses

     

    
      
        
        

      

      
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    of the
Shareholders and to provide for distributions by the Shareholders to their
respective beneficiaries in amounts consistent with past practice, provided that
the Shareholders shall not be entitled to sell Owned Shares, in the aggregate,
in excess of one percent of the Company’s outstanding Common Stock in any three
month period.

     

    Section 1.3    Inconsistent
Agreements.  Each
Shareholder hereby agrees that, prior to the Expiration Time, he, she or it
shall not enter into any agreement, contract or understanding with any person
directly or indirectly to vote, grant a proxy or power of attorney or give
instructions with respect to the voting of such Shareholder’s Owned Shares in
any manner which is inconsistent with this Agreement.

     

    ARTICLE
II

    NO
SOLICITATION

     

    Section 2.1    Restricted
Activities.  Prior
to the Expiration Time, each Shareholder in his, her or its capacity as a
shareholder of the Company shall not, and shall use its reasonable best efforts
to cause its Representatives not to, directly or indirectly:  (a)
solicit, initiate or knowingly encourage or take any other action knowingly to
facilitate, any inquiry with respect to, or the making, submission or
announcement of, any proposal or offer that constitutes, or may reasonably be
expected to constitute, a Company Alternative Proposal, (b) enter into,
maintain, participate in or continue any discussions or negotiations regarding,
or furnish to any person (as defined in the Merger Agreement) any nonpublic
information with respect to, any proposal that constitutes, or may reasonably be
expected to constitute, a Company Alternative Proposal, or in response to any
inquiries or proposals that may reasonably be expected to lead to any Company
Alternative Proposal, except to notify such person as to the existence of the
provisions of this Section 2.1, (c) agree to, approve, endorse or recommend
any Company Alternative Proposal, (d) authorize or permit any
Representative of such Shareholder to take any such action or (e) enter
into any letter of intent or similar document or any agreement or commitment
providing for any Company Alternative Proposal (the activities specified in
clauses (a) through (e) being hereinafter referred to as the “Restricted
Activities”); provided, however, that if the
Company is engaging in Restricted Activities that the Shareholders reasonably
believe are in compliance with the provisions of the Merger Agreement, the
Shareholders and their Representatives may participate with the Company in such
Restricted Activities.

     

    Section 2.2    Notification.  Each
Shareholder shall, and shall use its reasonable best efforts to cause such
Shareholder’s Representatives to, immediately cease and cause to be terminated
any discussions or negotiations with any parties that may have been conducted
heretofore with respect to a Company Alternative Proposal.  Each
Shareholder shall promptly notify the Purchaser orally (and then in writing
within twenty-four (24) hours) after it has received any proposal, inquiry,
offer or request relating to or constituting a Company Alternative Proposal, any
request for discussions or negotiations, or any request for information relating
to such Shareholder in connection with a Company Alternative Proposal or a
potential Company Alternative Proposal or for access to the properties or books
and records thereof of which it or any of its Representatives is or becomes
aware, or any amendments to the foregoing.  Such notice to the
Purchaser shall indicate the identity of the person making such proposal and the
terms and conditions of such proposal, if any.  Each Shareholder shall
also promptly provide the Purchaser with (i) a copy of any written notice
or other written communication from any person

     

    
      
        
        

      

      
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    informing
such Shareholder or its Representatives that it is considering making, or has
made a proposal regarding, a Company Alternative Proposal, (ii) a copy of
any Company Alternative Proposal (or any amendment thereof) received by the
Shareholder, and (iii) such other details of any such Company Alternative
Proposal that the Purchaser may reasonably request.  Thereafter, such
Shareholder shall promptly (and in any event within twenty-four (24) hours) keep
the Purchaser reasonably informed on a current basis of any change to the terms
of any such Company Alternative Proposal.  This Section 2.2 shall not
apply to any Company Alternative Proposal received by the
Company.  The receipt of any such Company Alternative Proposal shall
not relieve any Shareholder from any of its obligations hereunder.

     

    Section
2.3     Capacity.  Each
Shareholder is signing this Agreement solely in such Shareholder’s capacity as a
shareholder of the Company and nothing contained herein shall limit or affect
any actions taken by any Shareholder, or any trustee of any Shareholder, in his,
her or its capacity as an officer or director of the Company, and no action
taken in any such capacity as an officer or director shall be deemed to
constitute a breach of this Agreement.

     

    ARTICLE
III

    REPRESENTATIONS,
WARRANTIES AND COVENANTS

    OF
SHAREHOLDERS

     

    Section 3.1    Representations and
Warranties.  Each
Shareholder represents and warrants to the Company and the Purchaser as follows:
(a) (i) each Shareholder who is an individual has full legal right and
capacity to execute and deliver this Agreement, to perform such Shareholder’s
obligations hereunder and to consummate the transactions contemplated hereby,
and (ii) each Shareholder that is not an individual is an entity duly
organized or formed, and, if applicable, validly existing and in good standing
under the laws of the jurisdiction of its organization or formation, and such
Shareholder has all necessary power and authority to execute and deliver this
Agreement, to perform its obligations hereunder and to consummate the
transactions contemplated hereby, (b) this Agreement has been duly executed
and delivered by such Shareholder and the execution, delivery and performance of
this Agreement by such Shareholder and the consummation of the transactions
contemplated hereby have been duly authorized by all necessary action on the
part of such Shareholder and no other actions or proceedings on the part of such
Shareholder are necessary to authorize this Agreement or to consummate the
transactions contemplated hereby, (c) assuming this Agreement constitutes
the valid and binding agreement of the Company and the Purchaser, this Agreement
constitutes the valid and binding agreement of such Shareholder, enforceable
against such Shareholder in accordance with its terms, (d) the execution
and delivery of this Agreement by such Shareholder does not, and the
consummation of the transactions contemplated hereby and the compliance with the
provisions hereof will not, conflict with or violate any organizational or
formation document of such Shareholder, any Law or agreement binding upon it,
nor require any authorization, consent or approval of, or filing with, any
Governmental Entity, except for filings with the Securities and Exchange
Commission by the Shareholders, and (e) except for such transfer
restrictions of general applicability as may be provided under the Securities
Act of 1933, as amended, and the “blue sky” laws of the various states of the
United States, such Shareholder owns, beneficially and of record, all of the
Shares set forth opposite such Shareholders’ name on Schedule 1 (and any
additional Shares acquired after the date hereof) free and clear of any proxy,
voting restriction, adverse claim or other Lien (other than any restrictions
created by this

     

    
      
        
        

      

      
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    Agreement)
and has sole voting power and sole power of disposition with respect to such
Shareholder’s Owned Shares, with no restrictions on such Shareholder’s rights of
voting or disposition pertaining thereto (other than the Company’s rights of
first offer to the Owned Shares of certain Shareholders pursuant to the trust
documents of such Shareholders) and no person other than such Shareholder has
any right to direct or approve the voting or disposition of any of such
Shareholder’s Owned Shares.

     

    Section
3.2    Covenants.  Each
Shareholder:

     

    (a)           agrees,
prior to the Expiration Time, not to take any action that would make any
representation or warranty of such Shareholder contained herein untrue or
incorrect or have or could have the effect of preventing, impeding or
interfering with or adversely affecting the performance by such Shareholder of
its obligations under this Agreement;

     

    (b)           hereby
irrevocably waives, and agrees not to exercise, any rights of appraisal or
rights of dissent from the Merger that such Shareholder may have;
and

     

    (c)           agrees
to promptly notify the Company and the Purchaser of the number of any new Shares
acquired by such Shareholder after the date hereof and prior to the Expiration
Time.  Any such Shares shall be subject to the terms of this Agreement
as though owned by the Shareholder on the date hereof.

     

    ARTICLE
IV

    REPRESENTATIONS
AND WARRANTIES AND COVENANTS OF THE COMPANY

     

    Section 4.1    Representations and
Warranties of the Company.  The
Company represents and warrants to the Purchaser and each Shareholder as
follows: (a) each of this Agreement and the Merger Agreement has been duly
and validly authorized by the Company’s Board of Directors, (b) each of
this Agreement and the Merger Agreement has been duly executed and delivered by
a duly authorized officer or other representative of the Company and
(c) assuming this Agreement constitutes a valid and binding agreement of
the Purchaser and each Shareholder, this Agreement constitutes a valid and
binding agreement of the Company, enforceable against the Company in accordance
with its terms.

     

    Section
4.2    Covenants.  Solely
in connection with the consummation of the transactions contemplated by this
Agreement and the Merger Agreement, the Company hereby irrevocably waives, and
agrees not to exercise, any rights of first offer to the Owned Shares of any
Shareholder that the Company may have.

     

    ARTICLE
V

    REPRESENTATIONS
AND WARRANTIES OF THE PURCHASER

     

    Section 5.1    Representations and
Warranties of the Purchaser.  The
Purchaser represents and warrants to the Company and each Shareholder as
follows: (a) each of this Agreement and the Merger Agreement has been duly
and validly authorized by the Purchaser’s Board of Directors, (b) each of
this Agreement and the Merger Agreement has been duly executed and delivered by
a duly authorized officer or other representative of the Purchaser and
(c) assuming this Agreement constitutes a valid and binding agreement of
the Company and each

     

    
      
        
        

      

      
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    Shareholder,
this Agreement constitutes a valid and binding agreement of the Purchaser,
enforceable against the Purchaser in accordance with its terms.

     

    ARTICLE
VI

    TERMINATION

     

    Section 6.1    Termination.  This
Agreement shall automatically terminate and be of no further force or effect
upon the Expiration Time, other than (i) Sections 3.2(b) and 4.2, which
shall terminate upon termination of the Merger Agreement, and (ii) this
Section 6.1 and Article VII, which shall survive any termination of
this Agreement.  No such termination shall relieve any party hereto
from any liability for any intentional breach of this Agreement occurring prior
to such termination; provided, that in the
event of the termination of the Merger Agreement and the payment by Company to
Purchaser of the Termination Fee (as defined in the Merger Agreement) pursuant
to the provisions thereof, the Shareholders shall have no liability for any
breach of Article II occurring prior to such termination.

     

    ARTICLE
VII

    MISCELLANEOUS

     

    Section
7.1    Expenses.  Except
as otherwise may be agreed in writing, all costs and expenses incurred in
connection with this Agreement and the transactions contemplated hereby shall be
paid by the party incurring or required to incur such expenses.

     

    Section
7.2    Notices.  Any
notice required to be given hereunder shall be sufficient if in writing, and
sent by facsimile transmission (provided that any
notice received by facsimile transmission or otherwise at the addressee’s
location on any business day after 5:00 p.m. (addressee’s local time) shall be
deemed to have been received at 9:00 a.m. (addressee’s local time) on the next
business day), by reliable overnight delivery service (with proof of service),
or hand delivery, addressed as follows:

     

    To the
Shareholders:

     

    The First
1945 Trust

    The
Second 1945 Trust

    The 1955
Trust

    The 1956
Trust

    1961
Trust A

    1961
Trust B

    Haas
Trust Office

    1717 Arch
St., 14th Floor

    Philadelphia,
PA 19103

    Attn: 
Dr. Janet Haas, Executive Trust Advisor

    Tel:   
(215) 988-1830

    Fax:   
(215) 557-8077

     

    
      
        
        

      

      
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    Wachovia
Bank, N.A., as Trustee

    Calibre

    1500
Market Street, PA 4394

    Philadelphia
PA 19102

    Attn: 
Jason Davis and Jack Ginter

    Tel:   
(215) 973-3155

    Fax:  
(215) 973-3191 / (215) 973-3190

    


    With a
copy to:

     

    Cravath,
Swaine & Moore LLP

    Worldwide
Plaza

    825
Eighth Avenue

    New York,
NY 10019

    Attn:   Richard
Hall and Daniel L. Mosley

    Tel:  
  (212) 474-1000

    Fax:   
(212) 474-3700

    


    To the
Company:

     

    Rohm and
Haas Company

    100
Independence Mall West

    Philadelphia,
PA 19106

    Attn:  
Executive
Vice President, General Counsel

    
      and
Corporate Secretary

    

    Tel:    (215)
592-2915

    Fax:   
(215) 592-3726

     

    With a
copy to:

     

    Wachtell,
Lipton, Rosen & Katz

    51 West
52nd Street

    New York,
NY 10019

    Attn:   Daniel
A. Neff and Stephanie J. Seligman

    Tel:   
 (212) 403-1000

    Fax:    (212)
403-2000

    


    To the
Purchaser:

     

    The Dow
Chemical Company

    2030 Dow
Center

    Midland,
MI 48674

    Attn:   Executive
Vice President and General Counsel

    Tel:  
  (989) 636-1000

    Fax:   
 (989) 638-9347

    


    
      
        
        

      

      
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    With a
copy to:

     

    Shearman
& Sterling LLP

    599
Lexington Avenue

    New York,
NY 10022

    Attn: 
John A. Marzulli, Jr. and Scott D. Petepiece

    Tel:   
(212) 848-8590

    Fax:   
(212) 848-7179

    


    or to
such other address as any party shall specify by written notice so given, and
such notice shall be deemed to have been delivered as of the date so
telecommunicated, personally delivered or scheduled to be received if so
mailed.  Any party to this Agreement may notify any other party of any
changes to the address or any of the other details specified in this paragraph;
provided, however, that such
notification shall only be effective on the date specified in such notice or
five (5) business days after the notice is given, whichever is
later.  Rejection or other refusal to accept or the inability to
deliver because of changed address of which no notice was given shall be deemed
to be receipt of the notice as of the date of such rejection, refusal or
inability to deliver.

     

    Section 7.3    Amendments, Waivers,
Etc.  At any
time prior to the Expiration Time, any provision of this Agreement may be
amended or waived if, and only if, such amendment or waiver is in writing and
signed by the Company, the Purchaser and the Shareholders.  The
failure of any party hereto to exercise any right, power or remedy provided
under this Agreement or otherwise available in respect hereof at law or in
equity, or to insist upon compliance by any other party hereto with his, her or
its obligations hereunder, shall not constitute a waiver by such party of his,
her or its right to exercise any such or other right, power or remedy or to
demand such compliance.

     

    Section 7.4    Successors and
Assigns.  Neither
this Agreement nor any of the rights, interests or obligations hereunder shall
be assigned by any of the parties hereto (whether by operation of law or
otherwise) without the prior written consent of the other parties.

     

    Section 7.5    No Third Party
Beneficiaries.  Nothing expressed or referred to in this
Agreement will be construed to give any person, other than the parties to this
Agreement, any legal or equitable right, remedy or claim under or with respect
to this Agreement or any provision of this Agreement.

     

    Section 7.6    No Partnership, Agency, or
Joint Venture.  This
Agreement is intended to create, and creates, a contractual relationship and is
not intended to create, and does not create, any agency, partnership, joint
venture or any like relationship between the parties hereto.

     

    Section 7.7    Entire Agreement.  This
Agreement (including the attachment hereto) constitutes the entire agreement,
and supersedes all other prior agreements and understandings, both written and
oral, between the parties, or any of them, with respect to the subject matter
hereof and thereof.

     

    
      
        
        

      

      
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    Section 7.8    Severability.  Any
term or provision of this Agreement which is invalid or unenforceable in any
jurisdiction shall, as to that jurisdiction, be ineffective to the extent of
such invalidity or unenforceability without rendering invalid or unenforceable
the remaining terms and provisions of this Agreement in any other
jurisdiction.  If any provision of this Agreement is so broad as to be
unenforceable, such provision shall be interpreted to be only so broad as is
enforceable.

     

    Section 7.9    Governing
Law.  This
Agreement shall be governed by and construed in accordance with the Laws of the
State of Delaware, without giving effect to any choice or conflict of law
provision or rule (whether of the State of Delaware or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the
State of Delaware.

     

    Section 7.10    Jurisdiction.  The
parties agree that irreparable damage would occur in the event that any of the
provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached and that the parties would not have
any adequate remedy at law.  It is accordingly agreed that the parties
shall be entitled to an injunction or injunctions to prevent breaches or
threatened breaches of this Agreement and to enforce specifically the terms and
provisions of this Agreement exclusively in the Delaware Court of Chancery, or
in the event (but only in the event) that such court does not have subject
matter jurisdiction over such action or proceeding, in the United States
District Court for the District of Delaware or another court sitting in the
state of Delaware.  The foregoing is in addition to any other remedy
to which any party is entitled at law, in equity or otherwise.  In
addition, each of the parties hereto irrevocably agrees that any legal action or
proceeding with respect to this Agreement and the rights and obligations arising
hereunder, or for recognition and enforcement of any judgment in respect of this
Agreement and the rights and obligations arising hereunder brought by the other
party hereto or its successors or assigns shall be brought and determined
exclusively in the Delaware Court of Chancery, or in the event (but only in the
event) that such court does not have subject matter jurisdiction over such
action or proceeding, in the United States District Court for the District of
Delaware or another court sitting in the state of Delaware.  Each of
the parties hereto hereby irrevocably submits with regard to any such action or
proceeding for itself and in respect of its property, generally and
unconditionally, to the personal jurisdiction of the aforesaid courts and agrees
that it will not bring any action relating to this Agreement or any of the
transactions contemplated by this Agreement in any court other than the
aforesaid courts.  Each of the parties hereto hereby irrevocably
waives, and agrees not to assert, by way of motion, as a defense, counterclaim
or otherwise, in any action or proceeding with respect to this Agreement, (a)
any claim that it is not personally subject to the jurisdiction of the
above-named courts for any reason other than the failure to serve in accordance
applicable law, (b) any claim that it or its property is exempt or immune from
jurisdiction of any such court or from any legal process commenced in such
courts (whether through service of notice, attachment prior to judgment,
attachment in aid of execution of judgment, execution of judgment or otherwise)
and (c) to the fullest extent permitted by the applicable Law, any claim that
(i) the suit, action or proceeding in such court is brought in an inconvenient
forum, (ii) the venue of such suit, action or proceeding is improper or (iii)
this Agreement, or the subject matter hereof, may not be enforced in or by such
courts.

     

    Section 7.11    Waiver of Jury
Trial.  Each
Shareholder hereby waives, to the fullest extent permitted by applicable law,
any right he, she or it may have to a trial by jury in respect of

     

    
      
        
        

      

      
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    any
litigation directly or indirectly arising out of, under or in connection with
this Agreement.  Each Shareholder certifies that no representative of
any other party has represented, expressly or otherwise, that such other party
would not, in the event of any such litigation, seek to enforce the foregoing
waiver.

     

    Section 7.12    Construction.  When
a reference is made in this Agreement to an Article or Section, such reference
shall be to an Article or Section of this Agreement unless otherwise
indicated.  Whenever the words “include,” “includes” or “including”
are used in this Agreement, they shall be deemed to be followed by the words
“without limitation.”  The words “hereof,” “herein” and “hereunder”
and words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this
Agreement.  All terms defined in this Agreement shall have the defined
meanings when used in any certificate or other document made or delivered
pursuant thereto unless otherwise defined therein.  The definitions
contained in this Agreement are applicable to the singular as well as the plural
forms of such terms and to the masculine as well as to the feminine and neuter
genders of such term.  Any agreement, instrument or statute defined or
referred to herein or in any agreement or instrument that is referred to herein
means such agreement, instrument or statute as from time to time amended,
modified or supplemented, including (in the case of agreements or instruments)
by waiver or consent and (in the case of statutes) by succession of comparable
successor statutes and references to all attachments thereto and instruments
incorporated therein.  References to a person are also to its
permitted successors and assigns.  Each of the parties has
participated in the drafting and negotiation of this Agreement.  If an
ambiguity or question of intent or interpretation arises, this Agreement must be
construed as if it is drafted by all the parties and no presumption or burden of
proof shall arise favoring or disfavoring any party by virtue of authorship of
any of the provisions of this Agreement.

     

    Section 7.13    Counterparts.  This
Agreement may be executed in two or more consecutive counterparts (including by
facsimile), each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument, and shall become
effective when one or more counterparts have been signed by each of the parties
and delivered (by telecopy or otherwise) to the other parties.

     

    [Signature
Pages follow]

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the parties hereto have duly executed and delivered this
Agreement as of the date and year first written above.

    


    
    

     

    
      	ROHM AND HAAS
      COMPANY	 	 	 


    

     

    
      	By:	/s/ Robert A. Lonergan	 	 	 	 
	Name: 
    	Robert A.
      Lonergan 	 	 	 	 
	Title:	Executive Vice
      President	 	 	 	 


    

     

    
      	THE DOW CHEMICAL
      COMPANY	 	 	 


    

    
       

      
        	By:	/s/ Charles J. Kalil	 	 	 	 
	Name: 
    	Charles J.
      Kalil	 	 	 	 
	Title:	
                Executive
      Vice President,

              	 	 	 	 
	 	General
      Counsel and Corporate Secretary	 	 	 


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              THE
      FIRST 1945 TRUST

              THE
      SECOND 1945 TRUST

              THE
      1955 TRUST

              THE
      1956 TRUST

            


    

     

    
      	
              
                by

              

            	 	 
	 
      	/s/
      John C. Haas	 
	 
      	Name: 
      	
              John
      C. Haas

            
	 
      	Title:	
              Trustee

            


    

    
       

      
        	
                
                  by

                

              	 	 
	 
      	/s/ John
      Otto Haas	 
	 
      	Name: 
      	
                John
      Otto Haas

              
	 
      	Title:	
                Trustee

              


      

       

    

    
      
        	
                
                  by

                

              	 	 
	 
      	/s/
      Thomas Willaman Haas	 
	 
      	Name: 
      	
                Thomas
      Willaman Haas

              
	 
      	Title:	
                Trustee

              


      

       

    

    
      
        	
                
                  by

                

              	 	 
	 
      	/s/
      William David Haas	 
	 
      	Name: 
      	
                William
      David Haas

              
	 
      	Title:	
                Trustee

              


      

       

    

    


    
      	
              WACHOVIA
      BANK, N.A.,

              as
      Trustee

            


    

    
       

      
        	
                
                  by

                

              	 	 
	 
      	/s/
      Jason R. Davis	 
	 
      	Name: 
      	
                Jason
      R. Davis

              
	 
      	Title:	
                Senior
      Vice President

              


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              1961
      TRUST A

            


    

    
       

      
        	
                
                  by

                

              	 	 
	 
      	/s/
      Carole
      Haas Gravagno	 
	 
      	Name: 
      	
                Carole
      Haas Gravagno

              
	 
      	Title:	
                Trustee

              


      

       

    

    
      
        	
                
                  by

                

              	 	 
	 
      	/s/
      John
      Otto Haas	 
	 
      	Name: 
      	
                John
      Otto Haas

              
	 
      	Title:	
                Trustee

              


      

       

    

    
      
        	
                
                  by

                

              	 	 
	 
      	/s/
      Thomas
      Willaman Haas	 
	 
      	Name: 
      	
                Thomas
      Willaman Haas

              
	 
      	Title:	
                Trustee

              


      

       

    

    
      
        	
                
                  by

                

              	 	 
	 
      	/s/
      William
      David Haas	 
	 
      	Name: 
      	
                William
      David Haas

              
	 
      	Title:	
                Trustee

              


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    
      	
              1961
      TRUST B

            


    

    
      
         

        
          	
                  
                    by

                  

                	 	 
	 
      	/s/
      John
      C. Haas	 
	 
      	Name: 
      	
                  John
      C. Haas

                
	 
      	Title:	
                  Trustee

                


        

         

      

    

    
      
        
          	
                  
                    by

                  

                	 	 
	 
      	/s/
      David
      W. Haas	 
	 
      	Name: 
      	
                  David
      W. Haas

                
	 
      	Title:	
                  Trustee

                


        

         

      

    

    
      
        
          	
                  
                    by

                  

                	 	 
	 
      	/s/
      Leonard
      C. Haas	 
	 
      	Name: 
      	
                  Leonard
      C. Haas

                
	 
      	Title:	
                  Trustee

                


        

         

      

    

    
      
        
          	
                  
                    by

                  

                	 	 
	 
      	/s/
      Frederick
      R. Haas	 
	 
      	Name: 
      	
                  Frederick
      R. Haas

                
	 
      	Title:	
                  Trustee

                


        

         

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
1

     

    
      	
              Shareholder

            	
              Shares

            
	
              John
      C. Haas, John Otto Haas, Thomas Willaman Haas, William David Haas and
      Wachovia Bank, N.A., as trustees of the trust (Tax Identification No.
      23-6226975) (the “First 1945
      Trust”) formed pursuant to the agreement dated December 20, 1945,
      between Otto Haas, as grantor, and Girard Trust Company, Phoebe W. Haas,
      John C. Haas and F. Otto Haas, as original trustees

            	
              2,279,788

            
	
              John
      C. Haas, John Otto Haas, Thomas Willaman Haas, William David Haas and
      Wachovia Bank, N.A., as trustees of the trust (Tax Identification No.
      23-6226976) (the “Second 1945
      Trust”) formed pursuant to the agreement dated December 21, 1945,
      between Phoebe W. Haas, as grantor, and Girard Trust Company, Otto Haas,
      John C. Haas and F. Otto Haas, as original trustees

            	
              26,822,996

            
	
              John
      C. Haas, John Otto Haas, Thomas Willaman Haas, William David Haas and
      Wachovia Bank, N.A., as trustees of the trust (Tax Identification No.
      23-6233446) (the “1955 Trust”)
      formed pursuant to the trust agreement dated August 3, 1955, between Otto
      Haas, as grantor, and F. Otto Haas, John C. Haas and The Philadelphia
      National Bank, as original trustees

            	
              5,801,010

            
	
              John
      C. Haas, John Otto Haas, Thomas Willaman Haas, William David Haas and
      Wachovia Bank, N.A., as trustees of the trust (Tax Identification No.
      23-6233448) (the “1956 Trust”)
      formed pursuant to the trust agreement dated as of September 28, 1956,
      between Otto Haas, as grantor, and F. Otto Haas, John C. Haas and The
      Philadelphia National Bank, as original trustees

            	
              21,600,755

            
	
              Carole
      Haas Gravagno, John Otto Haas, Thomas Willaman Haas and William David Haas
      as trustees of the Trust A - for issue of F. Otto Haas (Tax Identification
      No. 23-6524491) (the “1961 Trust A”)
      formed pursuant to the trust agreement dated August 24, 1961, between
      Phoebe W. Haas, as grantor, and F. Otto Haas and John C. Haas, as original
      trustees

            	
              3,473,652

            
	
              John
      C. Haas, David W. Haas, Leonard C. Haas and Frederick R. Haas as trustees
      of the Trust B - for issue of John C. Haas (Tax Identification No.
      23-6524492) (the “1961 Trust B”)
      formed pursuant to the trust agreement dated August 24, 1961, between
      Phoebe W. Haas, as grantor, and F. Otto Haas and John C. Haas, as original
      trustees

            	
              3,473,652