Exhibit
10.3

     

    Execution Copy

     

     

    The Dow
Chemical Company

    2030 Dow
Center

    Midland,
Michigan 48674

     

    March 9,
2009

     

    The
Trusts (as defined in the Investment Agreement)

    


    Haas
Trust Office

    1717 Arch
St., 14th Floor

    Philadelphia,
PA 19103

    
      	Attn: 	Dr. Janet
      Haas,
	 	Executive Trust
      Advisor


    

     

    Wachovia
Bank, N.A., as Trustee

    Calibre

    1500
Market Street, PA 4394

    Philadelphia,
PA 19102

    Attn: 
Jason Davis and Jack Ginter

    


     

    Letter
Agreement

     

    In
consideration of you entering into the Investment Agreement dated as of March 9,
2009 (the “Investment
Agreement”), among The Dow Chemical Company (“Parent”) and the
Investors named therein (the “Investors”), Parent
and Ramses Acquisition Corp. (“Ramses”) hereby agree
with you to use their respective best efforts to consummate by April 1, 2009,
the merger (the “Merger”) in
accordance with the terms and conditions of the Agreement and Plan of Merger
dated as of July 10, 2008 (the “Merger Agreement”),
among the Company, Ramses and Rohm and Haas Company, including, without
limitation, using best efforts to cause the lenders party to the Term Loan
Agreement (the “Term
Loan Agreement”) dated as of September 8, 2008, as amended as of March 4,
2009 to provide funds necessary to consummate the Merger and, if for any reasons
such funds shall not be available or are insufficient in amount, arrange for
such additional or substitute funding as may be necessary to do so.

     

    In
addition to and without limiting the foregoing, Parent and Ramses hereby agree
with you to consummate by April 1, 2009 the Merger, subject only to (a) the
condition set forth in Section 6.1(b) of the Merger Agreement, (b) the condition
set forth in Section 6.3(b) insofar as it relates to compliance on and after the
date hereof by the Company with any covenants contained in the Merger Agreement
that by their terms contemplate performance on or after the date hereof and (c)
the condition that each of the Investors fund its obligations under Sections
1.01 and 1.03 of the Investment Agreement.

     

    The
liability of Parent and Ramses for any breach of the second paragraph of this
letter agreement shall not exceed $1,000,000,000.  In addition,
neither Parent nor Ramses shall

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    have any
liability under the second paragraph of this letter agreement in the event that
(x) funds are not made available under the Term Loan Agreement because either
(A) one or more of the conditions contained in the Merger Agreement to Parent’s
obligations to consummate the Merger is not satisfied or waived and one or more
of the banks assert that such failure of such conditions relieves such bank or
banks of their obligations under the Term Loan Agreement to fund loans or (B)
such banks fail to fund in violation of the Term Loan Agreement or (y) any of
the banks with the four largest funding commitments under the Term Loan
Agreement files for bankruptcy or becomes subject to similar proceedings and the
trustee in bankruptcy (or comparable entity) rejects the obligation of such bank
under the Term Loan Agreement to fund loans, so long as in the case of either
clause (x)(B) or clause (y) Parent and Ramses have complied with their
obligations under the first paragraph of this letter agreement.

     

    Nothing
in this letter agreement shall prevent the Trusts from pursuing whatever
remedies that they may have under the Voting Agreement dated as of July 10, 2008
(the “Voting
Agreement”), among Parent, Rohm and Haas Company and the Trusts; provided that the
Trusts may not maintain an action to recover damages under both the second
paragraph of this letter agreement and the Voting Agreement and, in the event
the Trusts commence a legal action to recover damages under the Voting
Agreement, Parent and Ramses shall have no further liability under the second
paragraph of this letter agreement.

     

    This
letter agreement may not be amended or any provision hereof waived or modified
except by an instrument in writing signed by each of the parties
hereto.  This letter agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which, when
taken together, shall constitute one agreement.  Delivery of an
executed counterpart of a signature page of this letter agreement by facsimile
or electronic transmission shall be effective as delivery of a manually executed
counterpart of this letter agreement.

     

    This letter agreement shall be
governed by, and construed in accordance with, the laws of the State of
Delaware.  The parties hereto agree that any dispute arising
out of this agreement shall be litigated exclusively in the Court of Chancery of
the State of Delaware.

     

    [Remainder
of page intentionally left blank]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    If the
foregoing is in accordance with your understanding, please sign and return to
the undersigned the enclosed copy of this letter.

     

    
      
        
          
            
              
                
                  
                    
                      
                        	 	Very
      truly yours, 	 
	 	 	 
	 	 	 
	 	THE
      DOW CHEMICAL COMPANY, 	 
	 	 	 	 	 
	 	 	by 	 	 
	
                                 

                              	 	
                                 

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


                      

                    

                  

                

              

            

          

        

      

    

     

     

     

    
      	
            	RAMSES
      ACQUISITION CORP., 	 
	 	 	 	 	 
	 	 	by 	 	 
	
               

            	 	
               

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


    

     

     

    
      
        [Signature
Page to Letter Agreement (Trusts)]

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Agreed
to and accepted as of the date first written above:

    


     

    
      
        	
                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

              	 
      


      

    

    


    
      	 
      	 
      	 
      
	 
      	
              /s/
      JOHN OTTO HAAS

            	 
      
	 
      	
              Name:
      John Otto Haas

            	 
      
	 
      	
              Title:  
      Trustee

            	 
      


    

    


    
      	 
      	 
      	 
      
	 
      	
              /s/
      THOMAS WILLAMAN HAAS

            	 
      
	 
      	
              Name:
      Thomas Willaman Haas

            	 
      
	 
      	
              Title:  
      Trustee

            	 
      


    

    


    
      	 
      	 
      	 
      
	 
      	
              /s/
      WILLIAM DAVID HAAS

            	 
      
	 
      	
              Name:
      William David Haas

            	 
      
	 
      	
              Title:  
      Trustee

            	 
      


    

    


    


    
      
        	
                      WACHOVIA
      BANK, N.A.,

                      as
      Trustee

              	 
      
	 	 
	
                 
      by

              	 
      
	 
      	
                /s/
      JOHN A. GINTER

              	 
      
	 
      	
                Name:
      John A. Ginter

              	 
      
	 
      	
                Title:  
      Senior Vice President

              	 
      


      

    

     

    
       

      
        
          [Signature
Page to Letter Agreement (Trusts)]

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

     

    
      
        	
                1961
      TRUST A

              	 
      
	 	 
	
                by

              	 
      
	 
      	
                /s.
      CAROLE HAAS GRAVAGNO

              	 
      
	 
      	
                Name:
      Carole Haas Gravagno

              	 
      
	 
      	
                Title:  
      Trustee

              	 
      


      

    

    


    
      	 
      	 
      	 
      
	 
      	
              /s/
      JOHN OTTO HAAS

            	 
      
	 
      	
              Name:
      John Otto Haas

            	 
      
	 
      	
              Title:  
      Trustee

            	 
      


    

    


    
      	 
      	 
      	 
      
	 
      	
              /s/ THOMAS
      WILLAMAN HAAS

            	 
      
	 
      	
              Name:
      Thomas Willaman Haas

            	 
      
	 
      	
              Title:  
      Trustee

            	 
      


    

    


    
      	 
      	 
      	 
      
	 
      	
              /s/
      WILLIAM DAVID HAAS

            	 
      
	 
      	
              Name:
      William David Haas

            	 
      
	 
      	
              Title:  
      Trustee

            	 
      


    

    


    
       

      
        
          [Signature
Page to Letter Agreement (Trusts)]

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    


    
      
        	
                1961
      TRUST B

              	 
      
	 	 
	
                by

              	 
      
	 
      	
                /s/
      JOHN C. HAAS

              	 
      
	 
      	
                Name:
      John C. Haas

              	 
      
	 
      	
                Title:  
      Trustee

              	 
      


      

    

    


    
      	 
      	 
      	 
      
	 
      	
              /s/
      DAVID W. HAAS

            	 
      
	 
      	
              Name:
      David W. Haas

            	 
      
	 
      	
              Title:  
      Trustee

            	 
      


    

    


    
      	 
      	 
      	 
      
	 
      	
              /s/
      LEONARD C. HAAS

            	 
      
	 
      	
              Name:
      Leonard C. Haas

            	 
      
	 
      	
              Title:  
      Trustee

            	 
      


    

    


    
      	 
      	 
      	 
      
	 
      	
              /s/
      FREDERICK R. HAAS

            	 
      
	 
      	
              Name:
      Frederick R. Haas

            	 
      
	 
      	
              Title:  
      Trustee

            	 
      


    

    
 

     

     

     

     

     

     

     

     

     

     

     [Signature
Page to Letter Agreement (Trusts)]