Rohm and Haas Company Annual Meeting of Shareholders

May 5, 2008 RAJ GUPTA

With the business proceedings now complete, let me thank you for

your continued support of the Board and management of the company.

This year marks the ninth annual shareholders meeting where I have

had the privilege of standing before you as Chairman and CEO of

Rohm and Haas, and this is clearly an exciting time in your companys

history we are nearing the centennial anniversary of Rohm and Haas,

an enterprise that has successfully navigated dramatic and dynamic

changes in our industry because of our strong focus on core values of

innovation, customer relationships, people and integrity.

Many of you in this room today have played critical roles in our

success. But my goal today is not to stand here and tell the story of

our past as rich and special as it is but rather to share with you

our exciting future.

Our agenda today is simple: I will provide you the historical context

for our performance as a company and our vision and strategy going

forward. Pierre Brondeau will walk you through our strategic plan to

transform this company into a faster growing, highly profitable

specialty materials company, and Jacques Croisetiere will provide the

key metrics and measures by which you can track our progress. I will

then return at the end to take your questions.

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Vision 2010: Transforming ROH

At last years annual meeting, I shared with you a simplified chart that

summarized the five pillars of our Vision 2010

strategy. Today you will hear about the substantial progress we have

made on implementing this plan I am proud to say we have

exceeded even our highest ambitions for progress on this strategic

transformation.

And while tracking progress towards implementation of the strategic

plan is critical, we remain focused on delivering short-term results as

well. Once implemented, you should expect that by 2010 we will be in

the Top Quartile of Total Shareholder Returns vs. the major market

indices.

Raising the Bar (5- and 10-year TSR) Our Vision 2010 strategy was

created to build a less cyclical, faster-growing and more profitable

company for our shareholders. In essence, we raise the bar at Rohm

and Haas. In very measurable terms, these charts show our historical

performance against the major market indices for our business and

establish the foundation upon which we are building our growth

engines of Electronics, Coatings and our Niche businesses, as well as

the expansion into Rapidly Developing Economies.

Thirty-one Years of Dividend Growth

We are particularly proud of our long history of dividend increases,

with 31 consecutive years of increasing dividends, at a 10.2%

compound annual rate. I am pleased to announce once again today

that the Board of Directors has approved an 11 percent increase in the

regularly quarterly dividend to 41 cents a share, demonstrating our

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strong commitment to reward our shareholders in a balanced manner.

This also indicates our confidence in the bright future for the company

and our ability to generate excellent cash from operations.

Organizational Alignment and Todays Discussion

But strong historical financial performance alone is not sufficient to

gain your continued support. We are raising the bar on our

expectations through a comprehensive portfolio transformation and

global positioning. Pierre will walk you through the core elements of

this strategy, but before I invite him to the podium, let me express to

you my excitement for the actions taken by the Board last evening

when they elected him President and COO. I have known Pierre for

the 20 years he has been with the company and have found him to be

an exceptional leader and a smart business executive. Together with

Jacques Croisetiere, our Executive Vice President and CFO who was

also recently named Chief Strategy Officer, the three of us are

committed to working together to assure that the higher bar we have

set for your company becomes a reality in the next two years.

I am more excited about this company and our future as I have ever

been in my 37 years with Rohm and Haas. Let me ask Pierre, and

then Jacques, to provide you with the details that support my

enthusiasm and confidence in our future.

And now it is my pleasure to welcome Pierre Brondeau, President and

Chief Operating Officer, to the podium. Pierre?

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PIERRE BRONDEAU Thank you, Raj. And thank you all for joining us today. I appreciate

the opportunity to address this group here at the Chemical Heritage

Foundation, and all of you joining us by webcast as well. Welcome.

I will focus today on the implementation of our Vision 2010 strategy,

and the progress we have made to date on achieving our goals.

ROH Today A Truly Global Company

Before we discuss Vision 2010, I would like to take a look at Rohm and

Haas Company today. As you can see here, our 2007 sales of $8.9

billion are well balanced across the globe:

51 percent of 2007 sales were generated outside North America.

Excluding our Salt business (which is a North America only

operation), nearly 60 percent of our sales were generated

outside of North America last year.

Rapidly Developing Economies, or RDEs, represented 24 percent

of the companys sales in 2007, and is steadily becoming a

larger contribution to total sales we are on target to reach our

goal of a 35 percent RDE contribution by 2010.

ROH Today Three Core Business Groups

Our core business groups are Specialty Materials, Electronic Materials

and Performance Materials.

The largest, Specialty Materials, generates sales of about $5

billion annually. This business includes most of the Rohm and

Haas acrylic chain, with 3 distinct business units: Primary

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Materials, Paint & Coating Materials, and Packaging & Building

Materials.

Next is our $1.7 billion Electronic Materials business, which

serves the semiconductor, packaging, circuit board, and displays

markets.

Third is our Performance Materials business. This business

group includes the companys activities in water, energy, food,

and hygiene, with business units such as Ion Exchange Resins,

Biocides, Agrofresh and others.

Of course we also have the Salt business, which represented

12% of our 2007 sales, and while not core to our growth

strategy, still plays an important role in our present business

performance.

From an end-market viewpoint, we continue to serve very diversified

markets with the two largest, Building and Construction and

Electronics, representing more than half of our sales.

ROH Today Positioned for Growth

I would like to focus the rest of my presentation on Rohm and Haass

core growth segments. Each of these markets has growth rates which

are above the global GDP, and we hold a leadership position in each of

them. These segments are Electronic Materials, Paint and Coatings

and differentiated Niche businesses in energy, water, hygiene and food.

It is important to note that most of our resources will be directed to

these three groups.

Before discussing the critical objectives for each of these businesses, I

would like to add a few other points about the company portfolio:

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These three segments represent more than half of the sales

of the company, and will contribute an even larger share in

2010 but Rohm and Haas will not be successful without the

other business units delivering on their financial targets and

fulfilling their respective strategic roles.

One example is the importance of our Primary Materials

business group. This business needs to be able to deliver the

lowest-cost monomers to our downstream businesses all over

the world, as illustrated by the recent Joint Venture we

established in Saudi Arabia for a 250KT acrylic plant.

Finally, acquisitions and divestitures are critical to our future

to deliver a faster growing and more focused portfolio, and as

you will see in a few minutes, we have been very busy on this

front in the past twelve months.

Vision 2010: What to Expect

We have made tremendous progress toward achieving our Vision 2010

objectives:

Building a $3.5 billion Electronic Materials business with a strong

position in the semiconductor, circuit board and packaging

industries, and also an exciting portfolio of technologies for the

displays industry. Our latest acquisition of the Korean company

Gracel provides us with a complete product line for LCD, Plasma

Displays and OLED. This business should reach $500 million to

$600 million by 2010.

Targeting $3 billion in sales for our Paint and Coatings franchise.

This will be accomplished by strengthening our position in

architectural coatings, but just as importantly by penetrating

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more aggressively the industrial space and going beyond acrylic

technology.

Building a $1.5 billion portfolio of highly differentiated Niche

businesses in line with macro trends in the fields of food, energy,

hygiene and water. These are critical needs of a growing planet

and complement our sustainable development strategy very well.

And as I noted earlier, increasing sales in RDEs to 35% of the

company total.

Vision 2010: Progress to Date

As Raj noted in his remarks, quite a bit has been accomplished since

we launched Vision 2010 in October 2006. These slides outline the

primary accomplishments to date within our three growth areas, and

show how they relate to our Vision 2010 goals for portfolio growth,

RDE expansion and product innovation.

I will not go through each of these achievements in detail, but I will

highlight just a few:

In Electronics, I already mentioned our display materials

business, but I would like to reiterate my excitement to have

now acquired an OLED company with a technology that will

completely change the way we make Displays in the future.

In the Coatings area we have acquired FINNDISP, a Finnish

company with operations in Russia and Scandinavia that gives us

a stronger position in Russia and Central and Eastern Europe,

and a new technology platform that we will leverage around the

world.

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Also in Coatings, with our newly announced JV in Saudi Arabia

we are expecting to have a strong, global supply of acrylic

monomers at the most competitive price.

And in Niche businesses, our partnership with Syngenta creates

a $500 million business opportunity for our Invinsa technology.

Finally, I would like to restate our commitment to technology in every

segment we participate in. Technology has been the hallmark of Rohm

and Haass success over the years, and we will not succeed without

being regarded by our customers as the undisputed technology leader.

Vision 2010: Where is it Leading Us?

In summary, in 2010 Rohm and Haas will be a stronger, faster-

growing and more profitable company, with a portfolio that is more

geographically balanced, and has a greater contribution of sales and

earnings from the core businesses weve discussed today. We are

building this portfolio on our core strengths, and our higher

investments in the fastest growing parts of the globe, complemented

with strategic bolt-on acquisitions. It is an exciting plan well underway,

and holds great promise for shareholder rewards.

Thank you for allowing me to share our progress with you today, and

now it is my pleasure to introduce Jacques Croisetiere, Executive Vice

President, Chief Financial Officer and Chief Strategy Officer. Jacques?

JACQUES CROISETIERE

Thank you very much, Pierre, and thank you all for taking the time to

join us today.

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The Evolution of Rohm and Haas

As Pierre and Raj have described, we are fundamentally reshaping the

company through our Vision 2010 strategic plan, to create a faste r-

growing, more focused, and more profitable company. We believe

that, at the end of the day, this will result in greater rewards for you,

our owners, by delivering higher levels of Total Shareholder Return, or

TSR.

Before I walk through the way we link our Vision 2010 goals and

shareholder return, lets quickly review how the company has evolved

over the past 10 years, and how this leads to our confidence in

reaching our Vision 2010 goals.

The period of 1998 to 2001 was a time of major change for Rohm and

Haas. We executed more than 40 transactions, the largest of which

was our acquisition of Morton International in 1999. Just as the full

impact of these transactions began to be felt, the economy turned

downward and one of our key end markets, electronics, made a

profound regional shift away from the West, our position of strength at

the time, to Asia.

From 2002 to 2006, we drove tremendous improvement in

performance as we repositioned our electronics business to Asia and

drove for integration benefits across our chemical businesses. We

grew sales at a compound annual rate of 10%, and increased EPS by

nearly 300% in this five year period.

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In late 2006, we announced our Vision 2010 strategy. Despite the

current macroeconomic uncertainty, we believe strongly in our ability

to deliver our original goals demand growth of 5-7% and EPS growth

of 12 -14% over the 2006 to 2010 period.

Supported by our healthy, consistent dividend growth, delivering this

level of EPS growth should generate greater returns to shareholders.

Top Quartile TSR

Put most simply, our Vision 2010 strategy has one overarching goal:

delivering higher shareholder returns. By reaching our EPS growth

targets, supported by our solid dividend yield, we believe we should

deliver total shareholder returns of greater than 15%. To put this in

perspective, the top TSR quartile for our peer group -- the S&P 500

Materials Index -- delivered 13% returns over the past ten years.

We believe that by delivering on three key pillars sales growth,

profitability, and cash flow we can drive to this higher level of

shareholder return. Our priorities are clear drive 5-7% sales growth,

focused on Electronics, Coatings and Rapidly Developing Economies;

improve our EBITDA margins; grow earnings at twice the rate of our

revenue growth; and continue our disciplined deployment of cash flow

reinvesting in growth and productivity projects that return greater

than 15%, maintaining a strong dividend payout, and funding further

growth through bolt-on acquisitions.

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First Pillar - Sales Growth:

First, in order to drive to 5-7% sales growth, we are focusing on

building our business where end markets show growth greater

than GDP, and in the Rapidly Developing Economies of the world.

This is our most important goal, and growth will be achieved

using multiple strategies. Here are a few of the actions currently

in motion:

- Gaining share in mature economies through innovative

products and technical services

- Relentlessly managing product line in high growth sectors

with leading customers

- Leveraging our ability to better serve customers with our

extensive manufacturing footprint and improving asset

productivity

- Accelerating investment in capital and human resources in

RDEs

- Investing in the future by developing new business platforms

- Improving on sales effectiveness and customer services

- And obviously focusing on adjusting our portfolio of

businesses to meet our long-term growth aspirations

Delivering on these growth strategies will substantially change

the makeup of our company. Our three core areas Electronics,

Coatings, and Niche businesses should represent roughly three

quarters of our sales in 2010, as opposed to just over half in

2006. Additionally, our regional balance will greatly improve

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with our sales distributed nearly equally across the Americas,

Asia, and Europe.

Second Pillar - Profitability:

In terms of profitability, we intend to drive faster EBITDA dollar

growth and expand our already healthy return on capital

employed. We will accomplish this by:

Growing high-return businesses, while focusing low-return

businesses on improving margins;

Utilizing a capital-light operating model in RDEs;

Increasing the use of alliances;

And improving working capital performance.

Pricing for value while also recovering the rapidly escalating

raw material and energy costs.

Third Pillar Cash Flow:

We will continue our disciplined approach to deploying our strong

cash flow, through:

Reinvesting in our core businesses through capital projects

that support growth or productivity improvement and provide

high returns, with a portfolio of capital projects that yields

returns greater than 15%

Growing dividends at the expected rate of long-term earnings

growth

Augmenting our organic growth with highly focused bolt-on

acquisitions

Repurchasing shares where appropriate

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We are proud of our strong history of returning cash to

shareholders with 70% of cash from operations over the past

five years returned to shareholders through share repurchases

and dividends and we fully intend to maintain this rigor going

forward.

So in closing, we feel we have a clear understanding of the key pillars

necessary to drive higher shareholder returns. We have clear metrics

in place to track our progress against these pillars. We are confident

that delivering on these goals supported by incentive programs

aligned with these drivers of TSR will allow us to reach our aspiration

of top quartile performance.

Now, let me turn it back over to Raj, who will provide a few closing

remarks, then open the meeting to your questions. Raj?

RAJ GUPTA

Thank you, Jacques.

While our strategy is clear, well articulated and implementation well

underway, you might be asking how we continue our historical

earnings trajectory in the midst of the challenging business cycle we

now find ourselves in? Clearly while we are busy with the

implementation of Vision 2010, we also must face the stark realities of

a struggling economy in the U.S., unprecedented costs of raw

materials, energy and freight, tightening financial markets, and a

general weakening of the North American economic outlook and

confidence by the consumer. There is no doubt that these conditions

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prove to be a challenge for us, but we are addressing them with

aggressive cost management, rapid pricing strategies to keep pace

with rising costs, and continued intensity on the relationships with our

customers that represent true value. At the same time, because

todays Rohm and Haas is in many ways a very different company than

the one in place when we last faced an economic downturn, we are

better able to navigate these conditions and maintain our long term

growth strategies in higher growth markets around the globe.

Pierre shared with you in detail whats different about our company

today particularly in our portfolio and global footprint. But despite

these changes, many things have and will continue to remain the same.

As I mentioned earlier, we are clearly raising the bar at Rohm and

Haas, but the qualities that remain steadfast are: our commitment to

transparency, integrity and responsible operation. And of course,

excellent governance of your company by an experienced and

dedicated Board of Directors. By building on the strong foundation of

our founder, Otto Haas, and then carried forth by tens of thousands of

employees over our last 99 years, we are assuring a future that is as

strong and promising as that which was started just several blocks

from here nearly a century ago.

Before I welcome your questions, I would like to take a moment to

address the Rohm and Haas employees with me here today in

Philadelphia, and around the world joining us by webcast. At the heart

of our Vision 2010 strategy is people attracting and deploying the

right talent in the right places. It is all of you, our employees, who

make this a successful company. On behalf of the Board and

management, I thank each of you for your commitment, energy and

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intensity you bring every day to your work. Together we will realize

the promise of Vision 2010. If it is not too presumptuous, can I ask all

of you in the room with me today to then join in a generous round of

applause for our 15,700 employees around the globe who makes us

the pre-eminent company that we are.

Now, thank you for that acknowledgement, and for your continued

interest in Rohm and Haas Company. Let me now take your questions.

If you would like to ask a question, please raise your hand to be

recognized, wait for one of the microphones so everyone in the room

and webcast can hear you, and please identify yourself before asking

your question.

* * *

Once again, thank you for your attendance today, and I look forward

to seeing you here again next year, when we will update you on our

progress toward Vision 2010, and celebrate the centennial year of your

company.

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