Exhibit
10.1

     

    The Dow
Chemical Company

    2030 Dow
Center

    Midland,
Michigan 48674

     

    
      March 9,
2009

      


      Rohm and
Haas Company

      100
Independence Mall West

      Philadelphia,
Pennsylvania 19106

      
        	Attention: 	Robert A.
      Lonergan
	 	Executive Vice
      President, General Counsel
	 	and Corporate
      Secretary


      

       

         


       

       

      


       

      Re: Commitment to
Close

       

      


       

      Whereas,
on July 10, 2008, Rohm and Haas Company, a Delaware corporation (“Rohm and
Haas”), entered into an Agreement and Plan of Merger (the “Merger Agreement”)
with The Dow Chemical Company, a Delaware corporation (“Dow”), and Ramses
Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Dow
(“Merger Sub”), providing for the Merger (as defined in the Merger
Agreement);

       

      Whereas,
in connection with the Merger Agreement, Rohm and Haas, Dow and certain
shareholders of Rohm and Haas (the “Haas Trusts”) entered into a Voting
Agreement, dated July 10, 2008;

       

      Whereas,
on January 26, 2009, Rohm and Haas brought an action in the Court of Chancery of
the State of Delaware (the “Delaware Court”), seeking, among other
things:  (a) an order of specific performance requiring Dow to perform
its obligations under the Merger Agreement and close the Merger immediately, and
(b) an injunction preventing Dow from further breaching its obligations
under the Merger Agreement;

       

      Whereas,
an expedited trial was scheduled to commence on March 9, 2009, to address Rohm
and Haas’s claim for specific performance;

       

      Whereas,
on March 9, 2009, the Haas Trusts and specified entities affiliated with Paulson
& Co. Inc. (“Paulson”) entered into an agreement (the “Investment
Agreement”) with Dow providing for the Haas Trusts and Paulson to make equity
investments in Dow totaling $3 billion (the “Investments”):

       

      Whereas,
subject to the terms hereof, Dow has committed to close the Merger on or before
3:00 p.m., New York City time, April 1, 2009; and

       

      Whereas,
on or before March 9, 2009, Rohm and Haas and Dow will jointly request the
Delaware Court to So Order the Consent Order attached hereto as Exhibit A (the
“Closing Order”);

       

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        Now
therefore, in consideration of the foregoing and intending to be legally bound
hereby, subject to the execution of the Closing Order by the Delaware Court on
or before March 9, 2009, the signatories hereto agree as follows:

         

        1.           Each
of Dow and Merger Sub irrevocably agrees that it shall consummate the Merger on
or before 3:00 p.m., New York City time, April 1, 2009, conditioned only upon
(a) the Haas Trusts and Paulson complying with their respective obligations
under the Investment Agreement and (b) Rohm and Haas complying in all material
respects with its covenants under the Merger Agreement on or after March 9, 2009
through April 1, 2009 (to the extent such covenants by their terms contemplate
performance during such period).

         

        2.           Each
of Dow and Merger Sub shall comply with the Closing Order.

         

        3.           This letter agreement shall not waive or
modify any right or remedy of Rohm and Haas under the Merger Agreement, which
shall remain in full force and effect as supplemented by the commitment of Dow
and Merger Sub hereunder.

         

        4.           Neither
this letter nor any of the
rights, interests or obligations hereunder shall be assigned by either party
hereto (whether by operation of law or otherwise) without the prior written
consent of the other party.   This letter 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.

         

        5.           This
letter shall be governed by and construed in accordance with the laws of the
State of Delaware applicable to agreements made and to be performed entirely
within the State of Delaware.   Each of the signatories agree
that any dispute arising out of this letter agreement shall be litigated
exclusively in the Delaware Court.  The signatories further agree and
acknowledge that any breach of this agreement will result in irreparable injury
to the non-breaching signatories and that the signatories would not have any
adequate remedy at law.  It is accordingly agreed that the signatories
shall be entitled to an injunction or injunctions to prevent breaches or
threatened breaches of this letter agreement and to enforce specifically the
terms and provisions of this Agreement.  The foregoing is in addition
to any other remedy to which any signatory is entitled at law, in equity or
otherwise.

         

        6.           Each
signatory to this letter agreement hereby represents and warrants that: (a) it
has all requisite corporate or other power and authority to enter into this
letter agreement and to consummate the transactions contemplated hereby; (b) the
execution and delivery of this letter agreement and the consummation of the
transactions contemplated hereby, has been duly and validly authorized by it and
no other corporate, partnership, trust or similar  proceedings on its
part are necessary to authorize the consummation of the transactions
contemplated hereby; and (c) this letter agreement has been duly and validly
executed and delivered by it and this letter agreement constitutes the valid and
binding agreements of it, enforceable against it in accordance with its
terms.

         

        7.           Effective
as of the Effective Time (as defined in the Merger Agreement), each of Rohm and
Haas and Dow, on behalf of itself and its affiliates, subsidiaries, divisions,
partners, officers, directors, employees, agents, representatives, trustees,
attorneys, assigns,

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        successors,
and predecessors, and any and all persons acting on behalf of any of the
foregoing, releases and forever discharges Dow and Merger Sub (in the case of
Rohm and Haas) or Rohm and Haas (in the case of Dow) and their respective
stockholders, members, officers, directors, employees, attorneys, advisors,
agents, parents, subsidiaries, affiliates, heirs, executors, administrators,
predecessors, successors and assigns, from all actions, causes of action, suits,
debts, dues, sums of money, accounts, reckonings, bills, specialties, covenants,
contracts, controversies, agreements, promises, damages, judgments, executions,
claims, and demands whatsoever, past, present, direct, indirect, or derivative,
in law or equity that arise out of rights and obligations under the Merger
Agreement or this letter, any breach, non-performance, or failure to act under
the Merger Agreement or this letter, except for those arising out of Section 5.9
of the Merger Agreement and except for provisions of the Merger Agreement and
other obligations in each case that by their terms contemplate performance at or
after the Effective Time (hereinafter, the “Released Claims”); it
is the intention of Rohm and Haas and Dow to extinguish all Released Claims,
whether known or unknown, suspected or unsuspected, which do or do not exist, or
heretofore existed, without regard to the subsequent discovery or existence of
additional facts different from what it now believes to be true with respect to
the subject matter of the Released Claims.  After the Effective
Time, the provisions of Section 3 hereof shall not be interpreted to affect the
releases contemplated by this Section 7.

         

         

         

         

      

       

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      If you are agreeable to the foregoing,
please countersign this letter as provided below and return it to
us.

       

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 	Very
      truly yours, 	 
	 	 	 
	 	 	 
	 	THE
      DOW CHEMICAL COMPANY, 	 
	 	 	 	 	 
	 	 	 	 	 
	
                                         

                                      	By:	 /s/
      ANDREW N. LIVERIS	  
      
	 	 	Name: 	Andrew
      N. Liveris 	 
	 	 	Title: 	Chief
      Executive Officer 	 
	 	 	 	 	 


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

     

    
      	
            	Board
      of Directors of The Dow Chemical Company 	 
	 	 	 	 	 
	 	 	 	 	 
	
               

            	By:	 /s/
      ANDREW N. LIVERIS	  
      
	 	 	Name: 	Andrew
      N. Liveris 	 
	 	 	Title: 	Chairman
      of the Board of Directors	 
	 	 	 	 


    

     

     

    
      	
            	RAMSES
      ACQUISITION CORP.,	 
	 	 	 	 	 
	 	 	 	 	 
	
               

            	By:	 /s/
      ERIC P. BLACKHURST	  
      
	 	 	Name: 	Eric
      P. Blackhurst	 
	 	 	Title: 	Vice
      President and Secretary	 
	 	 	 	 


    

     

     

    
      The
foregoing is hereby acknowledged and

      agreed
to as of the date first written above.


    

     

    
      
        
          
            
              
                
                  	
                          
                            
                              ROHM
      AND HAAS COMPANY

                            

                          

                        	 	 
      
	 	 	 
	
                           

                        	 	 
      
	By: 
      	
                           /s/
      ROBERT A.
      LONERGAN

                        	 	 
      
	 
      	Name: 	
                          Robert
      A. Lonergan

                        	 	 
      
	 	Title: 	
                          Executive
      Vice President, General 
Counsel and Corporate
      Secretary 

                        	 	 


                

              

            

          

        

      

    

    


    
       

       

       

       

       

       

       

       

       

       

    

     

     

     

    [Signature Page to
Commitment to Close Letter]

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
         

        Exhibit A

         

        IN
THE COURT OF CHANCERY OF THE STATE OF DELAWARE

         

         

         

         

        
          
            	
                    –––––––––––––––––––––––––––––––––––––––––––––––––––––––––

                  	
                    x

                  	 
      
	 
      	 
      	 
      
	
                    ROHM
      AND HAAS COMPANY,

                  	
                    :

                  	 
      
	 
      	 
      	 
      
	
                                                                    Plaintiff,

                  	
                    :

                  	 
      
	 
      	 
      	 
      
	
                                 v.

                  	
                    :

                  	
                    C.A.
      No. 4309-CC

                  
	 
      	 
      	 
      
	
                    THE
      DOW CHEMICAL COMPANY and

                  	
                    :

                  	 
      
	
                    RAMSES
      ACQUISITION CORP.,

                  	 
      	 
      
	 
      	
                    :

                  	 
      
	
                                                                    Defendants.

                  	 
      	 
      
	 
      	
                    :

                  	 
      
	 
      	 
      	 
      
	
                    –––––––––––––––––––––––––––––––––––––––––––––––––––––––––

                  	
                    x

                  	 
      


          

        

        
 

        


         

        ORDER

         

        Plaintiff
Rohm and Haas Company (“Rohm and Haas”) and defendants The Dow Chemical Company
and Ramses Acquisition Corp. (collectively, “Dow”) consent to the entry of this
order.

         

        WHEREAS,
on July 10, 2008, Rohm and Haas entered into an Agreement and Plan of Merger
(“the Merger Agreement”) with Dow, pursuant to which Dow agreed to acquire Rohm
and Haas for $78 in cash per share of Rohm and Haas common stock (plus
additional consideration) (the “Merger”);

         

        WHEREAS,
in connection with the Merger Agreement, Rohm and Haas, Dow and certain
shareholders of Rohm and Haas (the “Haas Trusts”) entered into a Voting
Agreement, dated July 10, 2008;

         

        WHEREAS,
on January 26, 2009, Rohm and Haas brought this action, seeking, among other
things:  (a) an order of specific performance requiring Dow to perform
its obligations under the Merger Agreement and close the Merger immediately, and
(b) an injunction preventing Dow from further breaching its obligations
under the Merger Agreement;

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        WHEREAS,
on February 3, 2009, Dow filed an Answer and Defenses denying Rohm and Haas’s
claims and asserting defenses;

         

        WHEREAS,
pursuant to the Court’s Orders of February 5 and February 6, 2009, an expedited
trial was scheduled to commence on March 9, 2009, to address Rohm and Haas’s
claim for specific performance;

         

        WHEREAS,
on March 9, 2009, the Haas Trusts and specified entities affiliated with Paulson
& Co. Inc. (“Paulson”) entered into an agreement (the “Investment
Agreement”) with Dow providing for the Haas Trusts and Paulson to make equity
investments in Dow totaling $3 billion (the “Investments”):

         

        IT IS
HEREBY ORDERED THAT:

         

        1.           Dow
shall perform its obligations under the Investment Agreement.

         

        2.           Each
of Dow and Merger Sub irrevocably agrees that it shall consummate the Merger on
or before 3:00 p.m., New York City time, April 1, 2009, conditioned only upon
(a) the Haas Trusts and Paulson complying with their respective obligations
under the Investment Agreement and (b) Rohm and Haas complying in all material
respects with its covenants under the Merger Agreement on or after March 9, 2009
through April 1, 2009 (to the extent such covenants by their terms contemplate
performance during such period).

         

        3.           The
Court shall retain jurisdiction to enforce the terms of this Order.

        
 

        
          	
                   

                  March
      __, 2009

                	
                  SO
      ORDERED:

                   

                   

                   

                	
                                               

                
	 	
                  Chancellor

                	 


        

         

        
          
            
            

          

          
            -2-

            
              

            

          

          
            
            

          

          
            
CONSENTED
TO:

          

           

        

        
          	
                  ROHM
      AND HAAS COMPANY

                   

                   

                	 	THE
      DOW CHEMICAL COMPANY
	   	 	   
	
                  Robert
      A. Lonergan

                   

                  100
      Independence Mall West

                  Philadelphia,
      Pennsylvania  19106

                  Telephone:  (215)
      592-3000

                   

                  Collins
      J. Seitz, Jr. (No. 2237)

                  CONNOLLY
      BOVE LODGE & HUTZ LLP

                  The
      Nemours Building

                  1007
      North Orange Street

                  P.O.
      Box 2207

                  Wilmington,
      Delaware  19899

                  Telephone:  (302)
      658-9141

                  Facsimile:   (302)
      658-5614

                   

                  Attorneys
      for Plaintiff Rohm and Haas Company

                   

                	 	
                  Charles
      J. Kalil

                   

                  2030
      Dow Center

                  Midland,
      Michigan  48674

                  Telephone:  (989)
      636-1000

                   

                  Martin
      P. Tully (No. 465)

                  MORRIS,
      NICHOLS, ARSHT & TUNNELL

                  LLP

                  1201
      N. Market Street

                  P.O.
      Box 1347

                  Wilmington,
      Delaware  19899

                  Telephone:  (302)
      658-9200

                  Facsimile:   (302)
      658-3989

                   

                  Attorneys
      for Defendants The Dow Chemical Company and Ramses Acquisition
      Corp.

                   

                
	
                  OF
      COUNSEL:

                   

                  Marc
      Wolinsky

                  WACHTELL,
      LIPTON, ROSEN & KATZ

                  51
      West 52nd Street

                  New
      York, New York  10019

                  Telephone:  (212)
      403-1000

                  Facsimile:   (212)
      403-2000

                   

                   

                	 	
                  OF
      COUNSEL:

                   

                  David
      M. Bernick, P.C.

                  KIRKLAND
      & ELLIS LLP

                  200
      East Randolph Drive

                  Chicago,
      Illinois  60601

                  Telephone:  (312)
      861-2000

                  Facsimile:   (312)
      861-2200

                   

                  Stephen
      C. Neal

                  COOLEY
      GODWARD KRONISH LLP

                  Five
      Palo Alto Square

                  3000
      El Camino Real

                  Palo
      Alto, CA 94306-2155

                  Phone:
      (650) 843-5000

                  Facsimile:
      (650) 857-0663

                


        

        
 

         -3-