AGREEMENT AND PLAN OF MERGER among THE DOW CHEMICAL COMPANY, RAMSES ACQUISITION CORP. and ROHM AND HAAS COMPANY Dated as of July 10, 2008Merger Agreement • July 14th, 2008 • Rohm & Haas Co • Plastic materials, synth resins & nonvulcan elastomers • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of July 10, 2008 (the “Agreement”), among The Dow Chemical Company, a Delaware corporation (“Parent”), Ramses Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Rohm and Haas Company, a Delaware corporation (the “Company”).
VOTING AGREEMENTVoting Agreement • July 14th, 2008 • Rohm & Haas Co • Plastic materials, synth resins & nonvulcan elastomers • Delaware
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 Haa
