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Crystallizing Dow’s Transformation: The Acquisition of Rohm and Haas Andrew N. Liveris Chairman and Chief Executive Officer July 10, 2008

Dow Aquire Rohm & Hass

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  • Crystallizing Dows Transformation: The Acquisition of Rohm and HaasAndrew N. LiverisChairman and Chief Executive Officer

    July 10, 2008

  • 2July 10, 2008

    SEC Disclosure Rules

    Some of our comments today may include statements about our expectations for the future. Those expectations involve risks and uncertainties. Dow cannot guarantee the accuracy of any forecasts or estimates, and we do not plan to update any forward-looking statements if our expectations change. If you would like more information on the risks involved in forward-looking statements, please see our annual report and our SEC filings.

    In addition, some of our comments may reference non-GAAP financial measures. Where available, a reconciliation to the most directly comparable GAAP financial measures and other associateddisclosures are provided on the internet at www.dow.com in the Financial Reports page of the Investor Relations section.

  • 3July 10, 2008

  • 4July 10, 2008

    ProductsProducts

    SolutionsSolutions

    SystemsSystemsBASICSBASICSFEEDSTOCKSFEEDSTOCKS PERFORMANCEPERFORMANCE MARKET FACING

    MARKET FACING

    Technology and R&DTechnology and R&D

    JOINTVENTURES

    JOINTVENTURES

    JOINTVENTURES

    JOINTVENTURES

    Dows Strategy

    Grow Performance and Specialties

    Strengthen competitiveness of Basics

  • 5July 10, 2008

    CEO Priorities for 2008Maintain focus on financial discipline

    Close on PIC joint venture

    Transform our earnings profile

  • 6July 10, 2008

    Rohm and Haas

    Premier advanced materials and specialty chemicals company

    2007 sales of $8.9 billion

    Leading positions in electronics and coatings

    Headquartered in Philadelphia, located in27 countries

    15,700 employees

    Established in 1909

  • 7July 10, 2008

    The Ideal Company for Dows Transformation

    High quality global advanced materials company with a rich heritage

    Attractive presence in innovative specialty businesses

    Impressive financial profile

    Global reach into emerging markets

    Well-established culture of innovation

    Strong, experienced leadership team

  • 8July 10, 2008

    Game Changing Transaction

    A defining step in Dows transformation to a high growth, diversified chemicals and materials company

    An unbeatable combination building on strengths of each other

    A highly sought after and previously unobtainable enterpriseCreates the global leader in specialty chemicals and

    advanced materialsA world class portfolio with significant growth synergiesDelivers significant value for all shareholders

  • 9July 10, 2008

    Portfolio Transformation

    Dow As Is Pro Forma Dow Post PIC JV / Rohm and Haas

    2007 Revenues

    2007 EBITDA

    Dow As Is Pro Forma Dow Post PIC JV / Rohm and Haas

    BasicsPerformanceData Excludes Unallocated

    51% 49% 69%31%

    52% 48% 67%33%

  • A Powerful New Dow

    Feedstock-Driven Businesses Market-Driven Businesses

    IndustryGrowth Rates

    Asset LightAsset LightJointJoint

    VenturesVentures

    Chemicals,Chemicals,PetrochemicalsPetrochemicals& Feedstocks& Feedstocks

    PerformancePerformanceProductsProducts

    Health &Health &AgricultureAgriculture

    ElectronicElectronicMaterialsMaterials

    SpecialtySpecialtyMaterialsMaterials

    CoatingsCoatings

    GDPGDP 5%5% 66--8%8% >8%>8%

    Rohm and HaasRohm and HaasAdvancedAdvancedMaterialsMaterials

    10July 10, 2008

  • 11July 10, 2008

    Strategic Rationale

    Accelerates growth through strong operational and strategic fit

    Creates new leadership positions in key industry growth segments

    Opens new channels for existing products and technologies

    Strengthens presence in rapidly developing economies

    Fuels innovation engine

    Delivers more stable earnings with higher growth

  • 12

    SIGNIFICANTGrowth Synergies

  • 13July 10, 2008

    Growth Synergies

    $2.0 $2.6 billion in additional value creation Broader product portfolio, technologies, geographic reach

    and market channels Enhanced leadership positions in key industry segments

    $1.7 billion combined R&D investment Among the largest in the industry

    Key opportunities for growth Electronic Materials Specialty Chemicals Coatings Specialty Packaging

  • Growth in Electronic Materials

    Leader in Photoresist MaterialsLeader in Photoresist Materials

    Printed Circuit Board MaterialsPrinted Circuit Board Materials

    Advanced electronic low K Technology (SiLK)Advanced electronic low K Technology (SiLK)

    Epoxy Resin TechnologyEpoxy Resin Technology

    Display FilmsDisplay Films Polymer SciencePolymer Science

    Electronic Process ChemicalsElectronic Process Chemicals State of the Art High Throughput Research CapabilitiesState of the Art High Throughput Research Capabilities

    Next GenerationIntegrated CircuitsNext Generation

    Integrated Circuits

    Next GenerationIntegrated Circuits

    Packaging

    Next GenerationIntegrated Circuits

    Packaging

    Advanced DisplayFilms & Materials

    Advanced DisplayFilms & Materials

    Advanced AncillaryElectronic ChemicalsAdvanced Ancillary

    Electronic Chemicals

    14July 10, 2008

  • Growth in Coatings

    Acrylic LatexesAcrylic Latexes

    WaterborneCoating Materials

    WaterborneCoating Materials

    Next generation Epoxyand Polyurethane TechnologyNext generation Epoxyand Polyurethane Technology

    Leading Position inAcrylic Market Segments

    Leading Position inAcrylic Market Segments

    Next generation process TechnologyNext generation process Technology

    Leading Position inCoating Materials

    Leading Position inCoating Materials

    High Throughput Research CapabilitiesHigh Throughput Research Capabilities

    Accelerated Growth in New Applications

    Accelerated Growth in New Applications

    Most InnovativeMaterials OfferingMost Innovative

    Materials Offering

    High Performance and Lowest Cost

    High Performance and Lowest Cost

    Leading Technologiesand Market Position

    Leading Technologiesand Market Position Unique ChemistriesUnique Chemistries

    15July 10, 2008

  • Growth in Specialty Packaging

    Differentiated AdhesivesDifferentiated Adhesives

    Specialty AcrylatesSpecialty Acrylates Advanced PolymersAdvanced Polymers

    Formulation TechnologyFormulation Technology

    Broad Technology PlatformBroad Technology Platform

    Low Energy Substrate Adhesives and Olefin Block Co-PolymersLow Energy Substrate Adhesives and Olefin Block Co-Polymers

    PerformanceAdhesives

    PerformanceAdhesives

    Growth in Differentiated Products

    Growth in Differentiated Products

    Accelerated DevelopmentAccelerated

    Development

    MarketPull-through

    MarketPull-through

    Building and ConstructionChannel AccessBuilding and ConstructionChannel Access

    High Throughput Research CapabilitiesHigh Throughput Research Capabilities

    16July 10, 2008

  • Growth in Specialty Chemicals

    Acrylate ChemistryAcrylate Chemistry

    Acrylic and Urethane Specialty Adhesives

    Acrylic and Urethane Specialty Adhesives

    Leading Polyurethane and EpoxyTechnology and Market PositionLeading Polyurethane and EpoxyTechnology and Market Position

    Ion ExchangeResin Technology

    Ion ExchangeResin Technology

    Formulation CapabilitiesFormulation Capabilities

    Cellulosics and Polymer ChemistryCellulosics and Polymer Chemistry

    Faster Growth inSpecialty Polymersfor Personal Care

    Faster Growth inSpecialty Polymersfor Personal Care

    Enhanced Portfolio of Adhesive Materials

    Enhanced Portfolio of Adhesive Materials

    Growth inWater Treatment and Purification

    Growth inWater Treatment and Purification

    High Performance Specialty ChemicalsHigh Performance

    Specialty Chemicals

    Water Purification Membranesand ComponentsWater Purification Membranesand Components

    High Throughput Research CapabilitiesHigh Throughput Research Capabilities

    17July 10, 2008

  • 18July 10, 2008

    Geographic Synergies

    Leverages Dows asset light advantages

    Creates the largest R&D capability in China

    Builds on complementary strengths in emerging geographiesAsia Pacific: Dow 11 percent of sales

    Rohm and Haas 22 percent of sales

    Latin America: Dow 11 percent of salesRohm and Haas 4 percent of sales

  • 19July 10, 2008

    A Highly Disciplined Approach

    Excellent strategic fit

    World class high quality enterprise

    Meets all of Dows acquisition criteria

    Significant cost synergies

    Powerful growth synergies

  • 20

    FinancialsGeoffery E. MerszeiExecutive Vice Presidentand Chief Financial Officer

  • 21July 10, 2008

    Rohm and Haas shareholders approvalCustomary regulatory approvals and conditionsClosing expected by early 2009Rohm and Haas shareholders approvalCustomary regulatory approvals and conditionsClosing expected by early 2009

    Transaction Summary

    Unanimously approved by both Boards of DirectorsShareholders of 32% of Rohm and Haas stock, including Haas family

    representatives, have entered into agreements to support the transaction

    Unanimously approved by both Boards of DirectorsShareholders of 32% of Rohm and Haas stock, including Haas family

    representatives, have entered into agreements to support the transaction

    47.9% premium to Rohm and Haas 60-day average price 28.7% premium to its 2008 closing high47.9% premium to Rohm and Haas 60-day average price 28.7% premium to its 2008 closing high

    Dow to acquire Rohm and Haas for $78 per shareDow to acquire Rohm and Haas for $78 per share

    $3 billion equity investment by Berkshire Hathaway and $1 billion by Kuwait Investment Authority

    Debt financing committed by Citi, Merrill Lynch and Morgan Stanley$3 billion equity investment by Berkshire Hathaway and $1 billion by Kuwait

    Investment Authority Debt financing committed by Citi, Merrill Lynch and Morgan Stanley

    Price

    Premium

    Approvals

    Financing

    Key Conditions& Timing

  • 22July 10, 2008

    Comparable Transactions

    (1) Includes run-rate synergies $200mm for BASF, $375mm for Akzo Nobel, $100mm for PPG, and $800mm for Dow Chemical.

    (2) Assumes 2008E EBITDA of $1,645 million.

    Acquirer / Target

    FV / LTMEBITDA

    FV / LTM EBITDA

    including cost synergies(1)

    BASF / Engelhard

    Akzo Nobel / Imperial Chemical Industries

    PPG / SigmaKalon

    Dow Chemical / Rohm and Haas

    12.4x 9.6x

    10.9x 8.5x

    11.8x 7.8x

    11.5x (2) 7.7x (2)

  • 23July 10, 2008

    Significant Cost Synergies

    At least $800 million in annual pre-tax synergies

    Phased in over two years

    Shared Servicesand Governance

    Purchasing SynergiesIncluding Raw Materials

    Manufacturing / Supply Chain Work Process Improvements

    Corporate Business Development Overlap

    35%35% 35%35%

    10%10% 20%20%

  • 24July 10, 2008

    Dow Synergy Track Record

    Cost synergies as a percent of target revenue

    Union Carbide 18% delivered

    Rohm and Haas Ag 16% delivered

    Angus Chemicals 15% delivered

    EniChem Polyurethanes 14% delivered

    Gurit-Essex 16% delivered

    Rohm and Haas 9% target

  • 25July 10, 2008

    Shareholder Value Creation

    Accelerates revenue growth and improves margins Increases percentage of revenues from higher margin,

    higher growth specialty business Reduces volatility and increases growth in earnings

    2007 2012Industry Growth Rates

    SOURCE: SRI Consulting, CMAI, Company filings and presentations

    Dow 4%

    Rohm and Haas 5 9%

    Dow + Rohm and Haas 5 7%

  • 26July 10, 2008

    Shareholder Value Creation

    Meets all Dow acquisition criteria and maximizes long-term shareholder value

    Strong operational and strategic fit

    Meaningfully accretive to earnings in second year of transaction

    Significant synergy opportunity

    Exceeds internal return requirements

  • 27July 10, 2008

    Retains Financial Flexibility

    Attractive and diverse transaction funding Deploy proceeds from PIC joint venture Equity investment by Berkshire Hathaway

    and Kuwait Investment Authority Debt funding (bridge) provided by Citi, Merrill Lynch

    and Morgan Stanley

    Maintains solid investment grade credit rating

  • 28

    Summary

  • 29July 10, 2008

    Leveraging Rohm and Haas Strengths

    Advanced Materials business unit headquartered in Philadelphia

    Customer, market focus and innovative culture of Rohm and Haas will be preserved and leveraged

    Rohm and Haas corporate name retained for Dows new Advanced Materials division

    Add complementary Dow businesses to create a~$13 billion Rohm and Haas Advanced Materials portfolio

  • A Powerful New Dow

    Asset LightAsset LightJointJoint

    VenturesVentures

    Chemicals,Chemicals,PetrochemicalsPetrochemicals& Feedstocks& Feedstocks

    PerformancePerformanceProductsProducts

    Health &Health &AgricultureAgriculture

    ElectronicElectronicMaterialsMaterials

    SpecialtySpecialtyMaterialsMaterials

    CoatingsCoatings

    Rohm and HaasRohm and HaasAdvancedAdvancedMaterialsMaterials

    Feedstock-Driven Businesses Market-Driven Businesses

    30July 10, 2008

  • A Powerful New Dow

    Feedstock-Driven Businesses Market-Driven Businesses

    Asset LightAsset LightJointJoint

    VenturesVentures

    Chemicals,Chemicals,PetrochemicalsPetrochemicals& Feedstocks& Feedstocks

    PerformancePerformanceProductsProducts

    Health &Health &AgricultureAgriculture

    ElectronicElectronicMaterialsMaterials

    SpecialtySpecialtyMaterialsMaterials

    CoatingsCoatings

    2/3 Specialties2/3 Specialties

    Rohm and HaasRohm and HaasAdvancedAdvancedMaterialsMaterials

    31July 10, 2008

  • A Powerful New Dow

    Asset LightAsset LightJointJoint

    VenturesVentures

    Chemicals,Chemicals,PetrochemicalsPetrochemicals& Feedstocks& Feedstocks

    PerformancePerformanceProductsProducts

    Health &Health &AgricultureAgriculture

    Rohm and HaasRohm and HaasAdvancedAdvancedMaterialsMaterials

    ElectronicElectronicMaterialsMaterials

    SpecialtySpecialtyMaterialsMaterials

    CoatingsCoatings

    Dow Coating Solutions

    Adv. Elec. Materials

    DesignedPolymers

    Specialty Packaging

    EpoxySystems

    PolyurethaneSystems

    Feedstock-Driven Businesses Market-Driven Businesses

    2/3 Specialties2/3 Specialties

    32July 10, 2008

  • 33July 10, 2008

    A Powerful New Dow

    0

    4

    8

    12

    2002 (Trough) 2005 (Peak) Next IndustryTrough

    (2010/2011)

    Next IndustryPeak (2015)

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    >$10.00

    $3.50

    $4.37 Prior Target

    $0.34

  • 34July 10, 2008

    A Powerful New Dow

    0

    4

    8

    12

    2002 (Trough) 2005 (Peak) Next IndustryTrough

    (2010/2011)

    Next IndustryPeak (2015)

    >$10.00

    $3.50

    $4.37~$4.00

    With Rohm and Haas

    E

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  • 35July 10, 2008

    Game Changing Transaction

    A defining step in Dows transformation to a high growth diversified chemicals and materials company

    An unbeatable combination building on strengths of each other

    A highly sought after and previously unobtainable enterpriseCreates the global leader in specialty chemicals and

    advanced materialsA world class portfolio with significant growth synergiesDelivers significant value for all shareholders

  • 36July 10, 2008