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W/1386848v5

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

–––––––––––––––––––––––––––––––––––––––––––––xROHM AND HAAS COMPANY,Plaintiff,v.THE DOW CHEMICAL COMPANY andRAMSES ACQUISITION CORP.,Defendants.::::::–––––––––––––––––––––––––––––––––––––––––––––xC.A. No. 4309-CC

JOINT PRE-TRIAL STIPULATION AND ORDER

Pursuant to Court of Chancery Rule 16 and subject to the approval of the Court,the parties to this action, through their undersigned counsel, hereby submit this Joint Pre-TrialStipulation and Order and state as follows:

NATURE OF THE ACTION

On July 10, 2008, Plaintiff Rohm and Haas entered into an Agreement and Plan of Merger (“the Merger Agreement”) with Defendants The Dow Chemical Company and RamsesAcquisition Corp. (collectively, “Dow”). Under the Merger Agreement, Dow agreed to acquireall outstanding shares of Rohm and Haas common stock for $78 per share in cash (plus addi-tional consideration). Dow has not closed the Merger. On January 26, 2009, Rohm and Haasbrought this action, seeking, among other things: (a) an order of specific performance requiringDow 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 MergerAgreement.

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On February 3, 2009, Dow filed an Answer and Defenses denying Rohm andHaas’s claims, denying that Dow is in breach of the Merger Agreement and asserting frustrationof purpose, commercial impracticability, impossibility of performance, undue hardship andadequacy of a legal remedy as defenses.Pursuant to the Court’s Orders of February 5 and February 6, 2009, an expeditedtrial is to be held, beginning on March 9, 2009, to address Rohm and Haas’s cause of action setforth in the Verified Complaint.

II.

FACTS THAT ARE ADMITTED AND REQUIRE NO PROOF

The following facts are admitted by the parties and require no proof, although in-clusion of any fact herein is not an admission of its relevance or materiality to this proceeding:1.

Plaintiff Rohm and Haas is a leading global specialty materials company.In 2008, Rohm and Haas reported sales of $9.6 billion on a portfolio of global businesses includ-ing electronic materials, specialty materials and salt. Rohm and Haas is incorporated under thelaws of Delaware. Its principal executive offices are in Philadelphia, Pennsylvania.2.

Defendant The Dow Chemical Company is a diversified chemical com-pany engaged in the manufacture and sale of chemicals, plastic materials, and agricultural andother specialized products and services. In 2008, it had annual sales of $57.6 billion and em-ployed approximately 46,000 people worldwide. The Dow Chemical Company is incorporatedunder the laws of Delaware. Its principal executive offices are in Midland, Michigan.3.

Defendant Ramses Acquisition Corp. is a Delaware corporation, whollyowned by The Dow Chemical Company, which was formed solely for the purpose of facilitatingthe acquisition of Rohm and Haas.

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On July 10, 2008, after a competitive auction, Rohm and Haas and Dowexecuted the Merger Agreement, pursuant to which Dow agreed to acquire all outstanding sharesof Rohm and Haas common stock for $78 per share in cash (plus additional consideration of a“ticking fee” if the Merger did not close by January 10, 2009).

III.

STATEMENT OF ISSUES OF FACT AND LAW TO BE LITIGATEDA.

Plaintiff

Whether Dow has breached the Merger Agreement by failing to consum-mate the Merger.2.

Whether Section 8.5 of the Merger Agreement entitles Rohm and Haas toan order of specific performance.3.

Whether Rohm and Haas is entitled to an order of specific performanceunder applicable equitable standards (in the event the Court finds that such a showing is requireddespite Section 8.5 of the Merger Agreement).4.

Whether Section 8.5 of the Merger Agreement precludes Dow from argu-ing that its breaches of the Merger Agreement have not caused irreparable harm to Rohm andHaas.5.

Whether Dow has demonstrated that it will suffer legally cognizableharms in amount and type sufficient to entitle it under the equities to avoid an order of specificperformance.6.

Whether Dow has met its burden of establishing its affirmative defenses of frustration of purpose, commercial impracticability, impossibility of performance, undue hard-ship or adequacy of legal remedy, and whether those affirmative defenses permit the Court toexcuse Dow from its obligations under the Merger Agreement.