Strictly Confidential Execution CopyAgreement and Plan of Merger • July 10th, 2008 • Dow Chemical Co /De/ • Plastic materials, synth resins & nonvulcan elastomers • Delaware
WHEREAS, the respective Boards of Directors of Parent, Merger Sub and the Company have approved the merger of Merger Sub with and into the Company upon the terms and subject to the conditions set forth in this Agreement;
VOTING AGREEMENTVoting Agreement • July 10th, 2008 • Dow Chemical Co /De/ • 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
