exv10w04



Table of Contents



EXHIBIT 10.04









Rohm and Haas Company



Non-Qualified Savings Plan



(As Amended and Restated Effective January 1, 2003)







 








TABLE OF CONTENTS




									
	ARTICLE I INTRODUCTION
	ARTICLE II PURPOSE
	ARTICLE III DEFINITIONS
	ARTICLE IV ELIGIBILITY
	ARTICLE V EMPLOYEE PARTICIPATION
	ARTICLE VI CONTRIBUTIONS TO THE PLAN
	ARTICLE VII INVESTMENT OF PARTICIPANT CONTRIBUTIONS
	ARTICLE VIII PARTICIPANT ACCOUNTS AND TRUST FUND
	ARTICLE IX VESTING
	ARTICLE X DISTRIBUTION OF ACCOUNTS
	ARTICLE XI IN-SERVICE WITHDRAWALS
	ARTICLE XII REEMPLOYMENT
	ARTICLE XIII ADMINISTRATION OF THE PLAN
	ARTICLE XIV FUTURE OF THE PLAN
	ARTICLE XV GENERAL PROVISIONS
	NON-QUALIFIED SAVINGS PLAN
	COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGE
	SUBSIDIARIES OF THE REGISTRANT
	CONSENT OF INDEPENDENT ACCOUNTANTS
	CERTIFICATIONS








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TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	PAGE
	 	 	 	 	 	 	

	ARTICLE I
	 	INTRODUCTION	 	 	1	 
	ARTICLE II
	 	PURPOSE	 	 	1	 
	ARTICLE III
	 	DEFINITIONS	 	 	1	 
	ARTICLE IV
	 	ELIGIBILITY	 	 	4	 
	ARTICLE V
	 	EMPLOYEE PARTICIPATION	 	 	4	 
	ARTICLE VI
	 	CONTRIBUTIONS TO THE PLAN	 	 	6	 
	ARTICLE VII
	 	INVESTMENT OF PARTICIPANT CONTRIBUTIONS	 	 	7	 
	ARTICLE VIII
	 	PARTICIPANT ACCOUNTS AND TRUST FUND	 	 	8	 
	ARTICLE IX
	 	VESTING	 	 	9	 
	ARTICLE X
	 	DISTRIBUTION OF ACCOUNTS	 	 	9	 
	ARTICLE XI
	 	IN-SERVICE WITHDRAWALS	 	 	11	 
	ARTICLE XII
	 	REEMPLOYMENT	 	 	11	 
	ARTICLE XIII
	 	ADMINISTRATION OF THE PLAN	 	 	11	 
	ARTICLE XIV
	 	FUTURE OF THE PLAN	 	 	12	 
	ARTICLE XV
	 	GENERAL PROVISIONS	 	 	13	 



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ARTICLE I



INTRODUCTION



     1.1. This is the Rohm and Haas Company Non-Qualified Savings Plan (the
“Plan”), adopted by the Company as amended and restated effective January 1,
2003.





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
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 or Section 401(a)(17) of the Internal Revenue Code
of 1986, as amended.






ARTICLE III



DEFINITIONS



          The terms 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 Rohm 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 the Savings
Fund(s), pursuant to Section 6.1.



     3.2. “Administrative Committee” means the Rohm and Haas Benefits
Administrative Committee. 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
XIII of the Plan.


 






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     3.3. “Affiliated Company” means Rohm and Haas Company and:


          3.3.1. each entity in a controlled group of corporations, trades or
businesses as determined under Section 414(b) or Section 414(c) of the Code;



          3.3.2. each entity in an affiliated service group as determined under
Section 414(m) of the Code; or



          3.3.3. any other organization required to be aggregated with the Company
pursuant to regulations under Section 414(o) of the Code.



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


     3.9. “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.


     3.10. “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, any Stock Award(s), overtime pay, Shift
Payments and commissions.


     3.11. “Effective Date” means January 1, 1997, the original effective date
of the Plan. The effective date of this amendment and restatement is January
1, 2003.


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


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


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     3.14. “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 immediately preceding trading
day.


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


     3.16. “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.


     3.17. “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.


     3.18. “Long-Term Incentive Plan (LTIP) Payments” shall mean any portion of
the benefits payable in cash to a Plan Participant under the LTIP during a Plan
Year.


     3.19. “Participant” means any Employee eligible to receive benefits under
Article IV.


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


     3.21. “Plan Year” means the calendar year.


     3.22. “Retirement” means a Participant’s termination of employment at
either his normal or early retirement date. A Participant’s normal retirement
date under the Plan is the last day of the month in which the Participant’s
65th birthday occurs. A Participant’s early retirement date under the Plan may
be the last day of any month during the 10-year period immediately preceding
the Participant’s normal retirement date.


     3.23. “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.


     3.24. “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.


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


     3.26. “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.


     3.27. “Stock Awards” shall mean any Rohm and Haas Company common stock
awarded to the Participant, determined without regard to any restriction.


     3.28. “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
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
FMV of a share of Company common stock?]


     3.29. “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.


     3.30. “Valuation Date” means, with respect to both the Savings Funds and
the Trust Funds, 4 p.m. Eastern Standard Time of each day that the New York
Stock Exchange is opened for business.





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 Section 5.1 below.





ARTICLE V



EMPLOYEE PARTICIPATION



     5.1. Enrollment


          5.1.1. An eligible Employee, as described in section 4.1 above, may become
a Participant 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.



          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.



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     5.2. Effective Date


          For the purpose of determining the period of a Participant’s
participation, the effective date of such participation shall be as soon as
administratively feasible following the date on which the Participant’s
contribution agreement is received. The effective date for resuming
contributions after a suspension shall be the first day of the month following
the end of the suspension period.



     5.3. Contribution Agreement. Upon first becoming eligible to participate
in the Plan, or upon rehire, an eligible Employee wishing to participate in the
Plan must submit a written, telephonic, or electronic contribution agreement to
the Administrative Committee within 45 days of receiving enrollment materials.
Contribution agreements with respect to any subsequent Plan Year 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 prior
Plan Year.


          5.3.1. Elective Deferrals of Compensation. For Plan Years beginning
before January 1, 2002, 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 18% of the Participant’s
Compensation, including the Annual Bonus, in excess of the Code section
401(a)(17) limit.



          For Plan Years beginning on or after January 1, 2002, 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) without regard to
the Code section 401(a)(17) limit.



          5.3.2. Separate Election for Annual Bonus. For Plan Years beginning on or
after January 1, 2002, a Participant may make a separate election in a written,
telephonic, or electronic contribution agreement with respect to the
Participant’s Annual Bonus, authorizing the Company to contribute, on the
Participant’s behalf, in whole percentage points of 1% to 100% of the
Participant’s Annual Bonus to be deferred into the Participant’s Tax-Deferred
Account. Contributions under this subsection 5.3.2 shall be credited to the
Participant’s Account in the Plan Year in which the portion of the Annual Bonus
subject to this election would otherwise have been payable to such Participant.



          5.3.3. Separate Election for Certain Stock Awards. Subject to the
limitations described in subsection 5.3.3.4 below, a Participant may make an
irrevocable election in a written, telephonic, or electronic contribution
agreement with respect to any Stock Award which is subject to restrictions that
are due to lapse within the Plan Year to which the election applies (“Shares”),
authorizing the Company to convert such Shares, on the Participant’s behalf, as
follows:



               5.3.3.1. Into units of the Rohm and Haas Stock Fund, in whole percentage
points of 1% to 100%; or



               5.3.3.2. Into shares of the Savings Fund(s) elected by the Participant
under the Plan, in whole percentage points of 1% to 100%; or



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               5.3.3.3. Into any combination units of the Rohm and Haas Stock Fund, and
shares of the Savings Fund(s) elected by the Participant under the Plan.



               5.3.3.4. Units of the Rohm and Haas Stock Fund acquired through the
conversion of restricted stock may not transferred or diversified into any
other Savings Fund, except as otherwise provided in Section 7.4 below.



          5.3.4. Separate Election for LTIP Awards. A Participant may make a
separate election in a written, telephonic, or electronic contribution
agreement with respect to the cash portion of any LTIP Payment, authorizing the
Company to contribute, on the Participant’s behalf, 1% to 100% (in whole
percentage points) of the portion of the LTIP Payment to be deferred into the
Participant’s Tax-Deferred Account. Amounts elected under this subsection
5.3.4 may not be contributed to the Participant’s Rohm and Haas Stock Account.



          5.3.5. Irrevocable Election. Unless changed or suspended as described in
Sections 5.4 or 5.5 below, a Participant’s election(s) pursuant to this Section
5.3 shall remain in full force and effect and shall govern the contributions to
his/her Account.



     5.4. Change in Contribution Agreement


          A Participant may change or revoke his or her written, telephonic, or
electronic contribution agreement, as described in section 5.3 above, only
during the annual enrollment period designated by the Company.



     5.5. Suspension of Contributions


          Notwithstanding anything herein to the contrary, if, after other required
and authorized salary reductions have been made in a payroll period, there is
insufficient money available in a Participant’s pay to permit the Participant’s
contribution, the contribution agreement shall automatically be suspended for
that payroll period.






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 in the case
where a Participant’s contribution to his or her Tax-Deferred Account is
attributable to an LTIP Payment or Stock Award, as described in Sections 5.3.3.
and 5.3.4 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 Payment would, but for the Participant’s election, have been
paid to the Participant; or, in the case of a Stock Award, as soon



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as administratively practicable following the date on which restrictions
on the stock subject to the election lapse.


          6.1.2. Rohm and Haas Stock Account. The Company, on behalf of any
Participant who makes an election pursuant to Section 5.3 above regarding the
conversion and contribution of “Shares” to their 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 Haas 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 LTIP
payments and Stock Awards shall be excluded. Such matching contributions shall
be made to the Participant’s Rohm and Haas Stock Account in Rohm and Haas Stock
Units. The number of Rohm and Haas Stock Units to be contributed shall be
determined as follows:



          6.2.1.
General Rule. The number of Rohm and Haas Stock units to be contributed by the Company shall
be 60% of the amount determined by dividing the lesser of (i) the Participant’s
contributions for the year, or (ii) 6% of the Participant’s Compensation, by
the Fair Market Value of Rohm and Haas common stock on the date the
contribution is allocated.







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
5.3.3. above. Any change in a Participant’s investment


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elections, or a transfer or diversification of funds 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 funds 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 VIII 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 subsection 7.4.2 below, a
Participant may diversify his/her notional investments in the Rohm and Haas
Stock Fund beginning on the date on which a Participant attains age 55 and has
completed five (5) years of Vesting Service with the Company (as defined in the
Rohm and Haas Company Retirement Plan) by reallocating or transferring any
portion of his or her Rohm and Haas Stock Account into any other available
Savings Fund(s).



          7.4.2. Any Participant designated as a Section 16b Insider by the Company
shall not be eligible to diversify any portion of his or her Rohm and Haas
Stock Account as described in subsection 7.4.1 above. 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 subsection 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
Rohm 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.


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


     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
form time to time as it deems appropriate and in the best interests of
Participants and the Company.





ARTICLE IX



VESTING



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


          Subject to the following provisions of this Article X, a Participant’s
Account shall generally be paid to the Participant or the Participant’s
Beneficiary in the event of one of the following:



          10.1.1. Separation From Service. A Participant who has separated from
service for any reason other than Retirement or death shall receive a
distribution of his or her Account in a lump sum as soon as administratively
feasible following the Participant’s separation from service.



          10.1.2. Participant’s Death. If the Participant dies while employed, his
or her Account shall be distributed to his or her Beneficiary(ies) as soon as
administratively feasible following the Participant’s death. All decisions
made by the Administrative Committee in good faith and based upon proof of
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.



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          10.1.3. Payment Following Retirement



               10.1.3.1. Normal Form. The normal form of benefit shall be installment
payments over a term of years equal to (1) in the case of an unmarried
Participant, the Participant’s life expectancy or (2) in the case of a married
Participant, the joint life expectancies of the Participant and the
Participant’s spouse. The life expectancies to be used will be determined from
tables issued by the Internal Revenue Service and will not be subject to
recalculation after payments begin. The amount of the payment to be made each
year (at intervals determined by the Administrative Committee) will be
determined by multiplying the balance of the Participant’s Account at the end
of the previous year by a fraction, the numerator of which will be one (1) and
the denominator of which will be the original term of years reduced by the
number of years during which payments have already been made.



               10.1.3.2. Optional Forms. In lieu of the normal form of benefit described
in Section 10.1.3.1,



               
     (a) an unmarried Participant may elect to receive his or her distribution
in either installment payments over a term of years selected by the Participant
but not to exceed the Participant’s life expectancy as determined under Section
10.1.3.1;



              
      (b) a married Participant may elect to receive his or her distribution in
installment payments over a term of years selected by the Participant but not
to exceed the joint life expectancies of the Participant and spouse as
determined under Section 10.1.3.1; or



              
      (c) any Participant may elect to receive a distribution of his or her
entire Account balance in a cash lump sum to paid at least 90 days but not more
than 120 days after the Administrative Committee has received the Participant’s
election in writing. Any distribution under this Section 10.1.3.2(c) shall be
subject to the following rules: (1) 100% of the value of the Participant’s
Account shall be paid to the Participant provided he or she makes such election
no later than 90 days after his or her last day of active employment; and (2)
90% of the value of the Participant’s Account shall be paid to the Participant
if he or she makes such election more than 90 days after his last day of active
employment and the remaining 10% of such Participant’s Account shall be
irrevocably forfeited.



          10.1.4. Change from Installment Payments to Lump Sum A Participant who
has retired and begun receiving benefits in installment payments may, by filing
a written, telephonic, or electronic election with the Administrative
Committee, elect to receive 90% of the value of the Participant’s Account,
determined and paid 12 months after the date of the election, in full
satisfaction of all further benefit entitlements under this Plan. Scheduled
installments shall continue until the date of the lump sum payment.



     10.2. Form of Distribution.


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



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          10.2.2. 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


IN-SERVICE WITHDRAWALS



     11.1. A Participant may withdraw all or a portion of his Account in a lump
sum either without penalty upon giving 12 months notice to the Administrative
Committee of such withdrawal, or, if less than 12 months notice is provided, by
agreeing to forfeit 10% of the balance of the Account.





ARTICLE XII



REEMPLOYMENT



     12.1. 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 XIII



ADMINISTRATION OF THE PLAN



     13.1. 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. 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.


     13.2. 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:


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



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



          13.2.3. Interpreting the provisions of the Plan in all particulars;



          13.2.4. Establishing and publishing rules and regulations for carrying out
the Plan;



          13.2.5. 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



          13.2.6. Reviewing and answering any denied claim for benefits that has
been appealed to the Administrative Committee under the provisions of Section
15.6.



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


          13.3.1. 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.



          13.3.2. 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.



          13.3.3. 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.



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



          13.3.5. 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.



          13.3.6. 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 XIV



FUTURE OF THE PLAN



     14.1. The Company hopes and expects to continue the Plan indefinitely, but
necessarily reserves the right at any time to reduce, suspend or discontinue
payments to be made by it as


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provided hereunder. The Company reserves the right to amend or
discontinue the Plan at any time.





ARTICLE XV



GENERAL PROVISIONS



     15.1. 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.


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


     15.3. To the extent permitted by law, payments to and benefits under the
Plan shall not be assignable, since they are primarily for the support and
maintenance of the Participant after Retirement. To 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.


     15.4. 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.


     15.5. 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 maybe paid to such persons who the Administrative
Committee believes are caring for or supporting such minor or incompetent.


     15.6. 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:


          15.6.1. the specific reason or reasons for the denial;



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



          15.6.3. a notice that the claimant or the claimant’s duly authorized
representative, any appeal the denial to the Administrative Committee within 60
days; and



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          15.6.4. 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.



     15.7. 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.


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APPENDIX A



INVESTMENT FUNDS



SAVINGS FUNDS



Vanguard Life Strategy Income Fund

Vanguard Life Strategy Conservative Growth Fund

Vanguard Life Strategy Moderate Growth Fund

Vanguard Life Strategy Growth Fund

Rohm & Haas Fixed Income Fund

Vanguard Total Bond Market Index Fund

Vanguard 500 Index Fund

Vanguard Extended Market Index Fund

Vanguard Developed Markets Index Fund

Vanguard Value Index Fund

Vanguard Growth Index Fund

Vanguard Small-Cap Value Index Fund

Vanguard Small-Cap Growth Index Fund

Vanguard European Stock Index Fund

Vanguard Pacific Stock Index Fund

MFS Massachusetts Investors Growth Fund

Davis New York Venture Fund

Third Avenue Value Fund

American Century International Fund



Rohm and Haas Stock Fund (or “Stock Unit Fund”)


NOT AVAILABLE FOR INVESTMENT OF EMPLOYEE CONTRIBUTIONS:


Rohm & Haas ESOP Fund



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