ROHM & HAAS CO, DEF 14A, 1994-03-24

ROHM & HAAS CO
DEF 14A, 1994-03-24
PLASTIC MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS

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<PAGE> 1

SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

Rohm and Haas Company
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

Rohm and Haas Company
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

(1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:

- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1

- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.

(1) Amount previously paid:

- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:

- --------------------------------------------------------------------------------
(3) Filing party:

- --------------------------------------------------------------------------------
(4) Date filed:

- --------------------------------------------------------------------------------

- ---------------
1Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE> 2

100 INDEPENDENCE MALL WEST PHILADELPHIA PA 19106 TELEPHONE (215) 592-3000

[ID: LOGO]

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 2, 1994

The annual meeting of stockholders of Rohm and Haas Company will be held at
WHYY, Independence Mall West, 150 N. 6th Street, Philadelphia, Pennsylvania
19106, on Monday, May 2, 1994, at 10:30 a.m. to act upon the following matters:

1. Election of 14 directors;

2. Proposal to adopt the Rohm and Haas Top Executive Annual Award Plan;

3. Proposal to adopt the Rohm and Haas Top Executive Long-Term Award Plan;

4. Proposal to amend the Rohm and Haas Stock Option Plan of 1992; and

5. Such other business as may properly come before the meeting.

Stockholders of record at the close of business on March 11, 1994, are
entitled to vote their shares.

It is important that your shares be voted at the meeting. Please sign, date
and return the enclosed proxy promptly. The accompanying envelope requires no
postage if mailed in the United States.

A summary report of the meeting will be mailed to stockholders.

Gail P. Granoff
Secretary

March 28, 1994
<PAGE> 3

ROHM AND HAAS COMPANY

PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 2, 1994

The enclosed proxy is solicited on behalf of the Board of Directors of Rohm
and Haas Company for use at the annual meeting of stockholders to be held at
WHYY, Independence Mall West, 150 N. 6th Street, Philadelphia, Pennsylvania
19106, on May 2, 1994, and at any adjournment thereof. Stockholders of record at
the close of business on March 11, 1994 are entitled to notice of and to vote at
the meeting. The Company had outstanding 67,593,803 shares of common stock and
2,705,461 shares of preferred stock on that date. Each share of common and
preferred stock is entitled to one vote.

All shares represented by duly executed proxies will be voted at the meeting.
Any stockholder giving a proxy may revoke it at any time prior to the voting of
the proxy by written notice to the Company's secretary. The Company has
retained Morrow & Co., Inc. to aid in the solicitation of proxies for a fee of
$5,000 plus reasonable out-of-pocket expenses. The Company will pay the
cost of soliciting proxies, which are being mailed about March 28, 1994.

2
<PAGE> 4

ELECTION OF DIRECTORS

Fourteen directors are to be elected to hold office until the next annual
meeting of stockholders and until their successors are elected.

The persons identified on pages 3 through 6 were nominated by the Board of
Directors upon the recommendation of the Nominating Committee. All nominees
currently serve on the Board of Directors. If any nominee is unable to serve as
a director, the persons named in the proxy will vote for such other nominee as
may be designated by the Board of Directors. No nominee owns more than 1% of the
outstanding stock. Votes may be cast in favor of or withheld from each nominee.
Provided that a quorum is present, the affirmative vote of the holders of a
majority of the stock represented in person or by proxy at the meeting is
required for election.

<TABLE>
<S> <C>
- ------------------------
[PHOTO]
GEORGE B. BEITZEL
DIRECTOR SINCE 1983
- ------------------------
</TABLE>

Mr. Beitzel, 65, senior vice president and director of International Business
Machines Corporation until retirement in March 1987; director of Bankers Trust
Company, Computer Task Group, Flight Safety International, Inc., Phillips Gas
Company, Phillips Petroleum Company, Roadway Services, Inc. and TIG Holdings.

Rohm and Haas Board Committees:
Chairman--Finance; member--Audit, Nominating, Strategic Planning

<TABLE>
<S> <C>
- ------------------------
[PHOTO]
DANIEL B. BURKE
DIRECTOR SINCE 1986
- ------------------------
</TABLE>

Mr. Burke, 65, director of Capital Cities/ABC, Inc.; previously chief executive
officer, president and director of Capital Cities/ABC, Inc. from 1990 to 1994;
president, chief operating officer and director of Capital Cities/ABC, Inc. from
1986 to 1990; director of Avon Products, Inc. and Consolidated Rail Corporation.

Rohm and Haas Board Committees:
Chairman--Executive Compensation; member--Corporate Responsibility, Nominating,
Strategic Planning

3
<PAGE> 5

<TABLE>
<S> <C>
- ------------------------
[PHOTO]
EARL G. GRAVES
DIRECTOR SINCE 1984
- ------------------------
</TABLE>

Mr. Graves, 59, chairman and chief executive officer of Earl G. Graves Ltd.;
chairman and chief executive officer of Pepsi-Cola of Washington, D.C.;
publisher and editor of Black Enterprise magazine; director of Aetna Life and
Casualty Company, Chrysler Corporation.

Rohm and Haas Board Committees:
Chairman--Strategic Planning; member--Corporate Responsibility, Executive
Compensation, Nominating

<TABLE>
<S> <C>
- ------------------------
[PHOTO]
JAMES A. HENDERSON
DIRECTOR SINCE 1989
- ------------------------
</TABLE>

Mr. Henderson, 59, president, chief operating officer and director of Cummins
Engine Company, Inc.; director of Inland Steel Industries, Inc. and Ameritech
Corporation.

Rohm and Haas Board Committees:

<TABLE>
<S> <C>
Audit, Finance, Nominating, Strategic Planning
- ------------------------
[PHOTO]
JOHN H. MCARTHUR
DIRECTOR SINCE 1977
- ------------------------
</TABLE>

Mr. McArthur, 59, dean of Harvard Business School; director of Cabot
Corporation, Chase Manhattan Corporation, Springs Industries, Inc. and Teradyne
Inc.

Rohm and Haas Board Committees:
Chairman--Audit; member--Finance, Nominating, Strategic Planning

<TABLE>
<S> <C>
- ------------------------
[PHOTO]
PAUL F. MILLER, JR.
DIRECTOR SINCE 1969
- ------------------------
</TABLE>

Mr. Miller, 66, partner, Miller Associates, a private investment partnership and
limited partner in the investment management firm of Miller, Anderson & Sherrerd
since 1992; previously general partner in Miller, Anderson & Sherrerd from 1969
to 1991; director of Hewlett-Packard Company, The Mead Corporation and SPS
Technologies Inc.

Rohm and Haas Board Committees:
Chairman--Nominating; member--Audit, Executive, Finance, Strategic Planning

4
<PAGE> 6

<TABLE>
<S> <C>
- ------------------------
[PHOTO]
SANDRA O. MOOSE
DIRECTOR SINCE 1981
- ------------------------
</TABLE>

Dr. Moose, 52, senior vice president and director of The Boston Consulting
Group, Inc.; director of GTE Corporation and twenty-seven investment companies
sponsored by New England Funds.

Rohm and Haas Board Committees:
Chairman--Corporate Responsibility; member--Executive, Executive Compensation,
Nominating, Strategic Planning

<TABLE>
<S> <C>
- ------------------------
PHOTO
JOHN P. MULRONEY
DIRECTOR SINCE 1982
- ------------------------
</TABLE>

Mr. Mulroney, 58, president and chief operating officer since 1986; director of
Teradyne Inc. and Aluminum Company of America.

Rohm and Haas Board Committees:
Corporate Responsibility, Executive, Strategic Planning

<TABLE>
<S> <C>
- ------------------------
PHOTO
ROBERT E. NAYLOR, JR.
DIRECTOR SINCE 1986
- ------------------------
</TABLE>

Dr. Naylor, 61, group vice president and regional director for North America
since 1989; previously group vice president for research and corporate
development from 1985 to 1989; director of Airgas, Inc.

Rohm and Haas Board Committees:
Finance, Strategic Planning

<TABLE>
<S> <C>
- ------------------------
PHOTO
GILBERT S. OMENN
DIRECTOR SINCE 1987
- ------------------------
</TABLE>

Dr. Omenn, 52, dean of the School of Public Health and Community Medicine at the
University of Washington, Seattle; Professor of Medicine and Professor of
Environmental Health; director of Amgen and Immune Response Corp.

Rohm and Haas Board Committees:
Audit, Finance, Nominating, Strategic Planning

5
<PAGE> 7

<TABLE>
<S> <C>
- ------------------------
PHOTO
RONALDO H. SCHMITZ
DIRECTOR SINCE 1992
- ------------------------
</TABLE>

Dr. Schmitz, 55, member of the Board of Managing Directors of Deutsche Bank AG
since 1991; previously member of the Board of Managing Directors from 1980 until
1990 and Chief Financial Officer from 1984 until 1990 of BASF AG; director of
Carl Zeiss Jena GmbH, Deutsche Bundesbahn Holding GmbH, Deutsche Pfandbrief-und
Hypothekenbank AG, Druck-und Verlagshaus Gruner + Jahr AG, Godecke AG, Kaufhof
Holding AG, Metallgesellschaft AG, Tchibo Holding AG and Villeroy & Boch AG.

Rohm and Haas Board Committees:
Audit, Finance, Nominating, Strategic Planning

<TABLE>
<S> <C>
- ------------------------
PHOTO
ALAN SCHRIESHEIM
DIRECTOR SINCE 1989
- ------------------------
</TABLE>

Dr. Schriesheim, 64, chief executive officer and director of Argonne National
Laboratory since 1984; director of HEICO Corporation.

Rohm and Haas Board Committees:
Corporate Responsibility, Executive Compensation, Nominating, Strategic Planning

<TABLE>
<S> <C>
- ------------------------
PHOTO
MARNA C. WHITTINGTON
DIRECTOR SINCE 1989
- ------------------------
</TABLE>

Dr. Whittington, 46, partner of the investment management firm of Miller,
Anderson & Sherrerd since 1994; previously head of the business core of Miller,
Anderson & Sherrerd from 1992 to 1993; executive vice president in 1992 and
senior vice president from 1988 to 1991 at the University of Pennsylvania;
director of Federated Department Stores.

Rohm and Haas Board Committees:
Audit, Executive, Finance, Nominating, Strategic Planning

<TABLE>
<S> <C>
- ------------------------
PHOTO
J. LAWRENCE WILSON
DIRECTOR SINCE 1977
- ------------------------
</TABLE>

Mr. Wilson, 58, chairman and chief executive officer since 1988; director of The
Vanguard Group of Investment Companies and Cummins Engine Company, Inc.

Rohm and Haas Board Committees:
Chairman--Executive; member--Strategic Planning

6
<PAGE> 8

BOARD ORGANIZATION AND COMPENSATION

ORGANIZATION

The Board of Directors held six meetings in 1993. All directors except Dr.
Schmitz attended at least 75% of the meetings of the board and committees on
which they serve. The committees of the board, their functions and the number of
meetings held in 1993 are:

AUDIT COMMITTEE (three meetings)--reviews the Company's annual financial
statements; recommends to the Board of Directors the selection of the Company's
independent accountants; approves audit and non-audit fees of independent
accountants; reviews their independence and considers the scope of their audits
and audit results, including review of the auditors' management letter and the
Company's response to that letter; considers the adequacy of the Company's
internal accounting control systems; reviews the staffing and audit program of
the internal auditing department; and reviews the adequacy of the Company's
policies and procedures with respect to compliance with the Company's Code of
Business Conduct.

CORPORATE RESPONSIBILITY COMMITTEE (three meetings)--establishes guidelines
and monitors management performance in meeting the Company's responsibilities to
its employees, its customers, the general public and the communities in which
the Company operates.

EXECUTIVE COMMITTEE (no meeting)--considers matters requiring board action
between Board of Directors' meetings.

EXECUTIVE COMPENSATION COMMITTEE (three meetings)--reviews and approves
compensation plans and remuneration arrangements for senior management and
directors and oversees the administration of executive compensation plans.

FINANCE COMMITTEE (four meetings)--reviews the financial strategy of the
Company, particularly its policies for capital structure, dividend payout, and
return on assets; approves and recommends to the Board of Directors all dividend
payments; considers the Company's financing plans; reviews the Company's foreign
financial programs and currency exposure policies and practices; and provides
oversight to the Benefits Investment Committee.

NOMINATING COMMITTEE (three meetings)--monitors the program for top management
succession and evaluates the performance of the chief executive officer and
other executive officers; recommends composition of the Board of Directors and
nominees for membership on the board. The Committee will consider board
nominations submitted by stockholders if names and biographical data are
submitted in writing to the Committee.

STRATEGIC PLANNING COMMITTEE (two meetings)--reviews and approves the
Company's long-term plans, strategies and resource allocations as well as
intermediate-term operating plans.

COMPENSATION

Directors who are employees of the Company do not receive compensation for
their services as directors.

7
<PAGE> 9

ANNUAL--Directors who are not employees receive the following compensation:
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
Annual Retainers Directors $20,000
Audit Committee chairman 5,250
Other Committee chairmen 2,750
Committee members 2,250
Attendance fee for board and committee meetings 1,000
</TABLE>

- --------------------------------------------------------------------------------

RESTRICTED STOCK PLAN OF 1992 FOR NON-EMPLOYEE DIRECTORS--All non-employee
directors received a grant of restricted stock equal to $25,000 in January 1988,
or upon election, if elected thereafter. The Restricted Stock Plan of 1992 for
Non-Employee Directors continued this practice with non-employee directors
receiving a grant of restricted stock equal to $25,000 every five years from the
initial grant of stock until the year 2001.

This plan covers an aggregate of 50,000 shares of Company common stock. As in
the initial grant, the shares vest 20% for each year of board service. All
shares are subject to forfeiture if a director leaves the board prior to
completing five years of board service following the date of grant except in the
event of retirement, death or disability.

Directors may also elect to receive their board and committee retainers in
restricted stock under the provisions of this plan; all such shares are
immediately 100% vested.

The Board of Directors may suspend, amend or terminate the plan at any time
except that no amendment may extend the duration of the plan or increase the
maximum number of shares that may be granted.

OTHER BENEFITS--Non-employee directors who retire at age 68 after serving on
the board for at least five years are entitled to receive an annual pension
equal to their annual retainer as a director for a period of time not exceeding
their length of service on the Board of Directors. Non-employee directors may
elect to defer all or part of their compensation for services as a director. Mr.
Beitzel and Dr. Omenn also receive a fee for their services as members of the
Company's Environmental Advisory Council.

OTHER INFORMATION--The equity fund in the Company's Savings Plan is invested
in The Vanguard Index 500 Fund. Mr. Wilson is a director of The Vanguard Group
of Investment Companies. The Company has a revolving credit agreement with
Deutsche Bank under which the Company and its subsidiaries may borrow up to $20
million. The Company and its subsidiaries also have other banking relationships
with Deutsche Bank in the normal course of business. Dr. Schmitz is a member of
the board of managing directors of Deutsche Bank.

8
<PAGE> 10

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-----------------------
AWARDS PAYOUTS
ANNUAL ---------- --------
COMPENSATION SECURITIES ALL OTHER
NAME AND --------------------- UNDERLYING LTIP COMPEN-
PRINCIPAL SALARY BONUS OPTIONS PAYOUTS SATION
POSITION YEAR ($) ($) (#) ($) ($)
<S> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------
(2) (2) (3)
J. Lawrence Wilson 1993 $552,500 $172,142 9,900 $223,726 $12,322
Chairman & C.E.O. 1992 525,000 401,524 11,000 291,240 11,853
1991 496,250 252,248 13,376 229,340 10,975
Donald C. Garaventi 1993 $277,750 $ 60,873 3,900 $ 82,827 $ 9,804
Vice President 1992 267,333 154,651 4,300 109,363 9,534
1991 254,667 95,410 5,252 84,708 10,257
John P. Mulroney 1993 $413,250 $115,467 6,700 $148,275 $13,748
President 1992 395,250 248,193 7,500 193,067 13,190
1991 379,000 169,938 9,105 159,560 12,812
Robert E. Naylor, Jr. 1993 $310,875 $ 79,722 4,700 $104,076 $11,350
Group Vice President 1992 295,667 185,864 5,200 135,487 10,970
1991 280,667 117,867 6,395 105,034 11,905
John T. Subak 1993 $278,500 $ 66,281 3,900 $ 82,827 $38,479
General Counsel(1) 1992 270,750 142,526 4,300 107,835 11,183
1991 262,875 95,410 5,252 87,555 12,781
- ------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Mr. Subak retired as Group Vice President, General Counsel and Director on
December 31, 1993.

(2) A portion of both the annual bonus and long-term plan payout is paid in
restricted stock, valued at fair market value as of the first business day
of the month of grant, in lieu of cash and is included in the amounts shown
in the table. The total number (and value) of restricted shares granted
during the last five years in lieu of cash bonuses and held at the end of
1993 (which excludes 1994 grants made in lieu of a portion of the 1993
annual and long-term bonus awards) for the named executives were: Mr.
Garaventi, 9,661 ($574,830); Mr. Mulroney, 22,927 ($1,364,157); Dr. Naylor,
13,597 ($809,022); and Mr. Wilson, 35,401 ($2,106,360). Restrictions have
been lifted on Mr. Subak's shares because of his retirement. Dividends are
paid currently on restricted shares and such shares may be voted.

(3) All Other Compensation includes the Employee Stock Ownership and Savings
Plan allocation, payment in lieu of accrued but unused vacation at
retirement and the vacation, Christmas, long service, and benefits bonuses.
During 1993 these were as follows: the Employee Stock Ownership/Savings Plan
allocation was $8,568 for each named executive. A payment of $26,971 for
accrued but unused vacation was made to Mr. Subak at retirement. Benefit
bonuses paid in lieu of certain benefits provided at company expense to
other employees were Mr. Garaventi -- $1,236, Mr. Mulroney -- $5,180, Dr.
Naylor -- $2,782, Mr. Subak -- $2,940, and Mr. Wilson -- $3,754. The
Christmas bonus and vacation bonus programs have been discontinued and no
long service bonuses were paid in 1993.

9
<PAGE> 11

OPTION GRANTS IN 1993

- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- -------------------------------------------------------------------------------------
% OF
NUMBER OF TOTAL
SECURITIES OPTIONS GRANT DATE VALUE
UNDERLYING GRANTED EXERCISE ----------------
OPTIONS TO OR BASE GRANT DATE
GRANTED EMPLOYEES PRICE EXPIRATION PRESENT
NAME (#) IN 1993 (S/SH.) DATE VALUE
<S> <C> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------
(1) (2) (3)
J. L. Wilson 9,900 9.5% $54.1875 Jan. 4, 2003 $135,723
D. C. Garaventi 3,900 3.8% 54.1875 Jan. 4, 2003 53,467
J. P. Mulroney 6,700 6.5% 54.1875 Jan. 4, 2003 91,853
R. E. Naylor 4,700 4.5% 54.1875 Jan. 4, 2003 64,434
J. T. Subak 3,900 3.8% 54.1875 (4)Jan. 4, 2003 53,467
</TABLE>

- --------------------------------------------------------------------------------

(1) Options are first exercisable January 5, 1994, except in the case of death
or retirement when shares would be exercisable any time after July 4, 1993.
Mr. Subak's options became exercisable upon his retirement.

(2) The exercise price is the average of the high and low New York Stock
Exchange prices for Rohm and Haas common stock on the January 5, 1993 grant
date.

(3) Grant date values are estimated using the Black-Scholes option pricing
model; however the Company does not believe that model, or any other, can
determine with reasonable accuracy a present value of the stock options
because all models are based on unknown and volatile factors. Assumptions
used for the Black-Scholes model are as follows:

<TABLE>
<S> <C> <C> <C>
Risk-free interest rate: 6.20% Volatility: 0.2604
Dividend yield: 3.12% Time to exercise: 5.3 years
</TABLE>

Although executives face uncertain risks of forfeiture, these risks are not
considered in estimating the grant date values.

(4) Upon Mr. Subak's retirement, the expiration date of these options became
December 31, 1998.

AGGREGATED OPTION EXERCISES IN 1993,
AND DECEMBER 31, 1993 OPTION VALUE

- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
SHARES
ACQUIRED
ON VALUE
EXERCISE REALIZED UNEXERCISABLE EXERCISABLE UNEXERCISABLE EXERCISABLE
NAME (#) ($) (#) (#) ($) ($)
<S> <C> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------
J. L. Wilson 0 $ 0 9,900 69,850 $52,594 $1,672,726
D. C. Garaventi 0 0 3,900 34,842 20,719 915,507
J. P. Mulroney 3,239 91,716 6,700 59,045 35,594 1,471,741
R. E. Naylor 0 0 4,700 30,484 24,969 716,752
J. T. Subak 4,889 124,708 0 23,276 0 462,602
</TABLE>

- --------------------------------------------------------------------------------

10
<PAGE> 12

LONG-TERM INCENTIVE PLAN AWARDS IN 1993
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
NUMBER OF PERFORMANCES
SHARES, UNITS PERIOD ESTIMATED FUTURE PAYOUTS
OR OTHER RIGHTS UNTIL UNDER NON-STOCK PRICE PLANS
NAME (#) PAYOUT THRESHOLD TARGET
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------
J. L. Wilson $201,590 12/31/95 $50,398 $241,908
D. C. Garaventi 75,120 12/31/95 18,780 90,144
J. P. Mulroney 135,220 12/31/95 33,805 162,264
R. E. Naylor 93,360 12/31/95 23,340 112,032
J. T. Subak 75,120 12/31/95 18,780 90,144
</TABLE>

- --------------------------------------------------------------------------------

Long-term bonus awards payable in cash and restricted stock are determined by
multiplying a bonus standard for the executive's level times three factors: 1)
the Company's three-year average return on equity (ROE) divided by the combined
ROE of companies in the Value Line Industrial Composite, 2) the Company's ROE
divided by a 13% ROE standard established by the Executive Compensation
Committee representing typical long-term returns for equity investments in the
United States, and 3) the average of the executive's individual performance
ratings for the three year award period.

The numbers shown in the column titled "Number of Shares, Units or Other Rights"
are bonus standards in dollar amounts set so that resulting bonuses combined
with gains from stock options granted at the same time will produce total
long-term compensation slightly below the median level provided by other
industrial companies of like size and profitability, if the Company just meets
performance targets. Individual performance ratings are based on performance
against objectives and can range from zero to 1.25.

No payouts are allowed if the product of the two ROE ratios is less than 0.5,
which would occur for example when Company ROE performance is 70% or less of the
competition's ROE and of the ROE standard established by the Executive
Compensation Committee. The payouts in the Threshold column are based on that
number combined with a 0.5 factor for individual performance. Payouts in the
Target column assume the Company's ROE matches both the competitive and standard
ROEs and that individual accomplishments have resulted in a three-year average
performance rating of 1.2. There is no maximum ROE performance limit and,
therefore, no maximum award.

PENSION PLAN TABLE
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
AVERAGE SALARY YEARS OF SERVICE
AND ------------------------------------------------------------
ANNUAL BONUS 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
<S> <C> <C> <C> <C> <C>
- -------------------------------------------------------------------------------
$ 200,000 $ 43,740 $ 58,320 $ 72,900 $ 87,480 $100,000
400,000 88,740 118,320 147,900 177,480 200,000
600,000 133,740 178,320 222,900 267,480 300,000
800,000 178,740 238,320 297,900 357,480 400,000
1,000,000 223,740 298,320 372,900 447,480 500,000
1,200,000 268,740 358,320 447,900 537,480 600,000
- -------------------------------------------------------------------------------
</TABLE>

This table shows the approximate aggregate annual pension benefit under the
Pension Plan for Salaried Employees and the supplemental Executive Pension
Parity Plan. Average salary is based on the highest consecutive 36 month base
salary. Annual bonus is the average of the bonuses earned under the annual bonus
plan in the seven years prior to retirement, excluding the highest and lowest of
those bonuses. The table includes offsets for Social Security. As of December
31, 1993, the years of credited service on which benefits are based for the
named executives are: Mr. Garaventi, 35 years; Mr. Mulroney, 36 years; Dr.
Naylor, 12 Years; Mr. Subak, 31 Years; Mr. Wilson, 28 Years.

11
<PAGE> 13

REPORT ON EXECUTIVE COMPENSATION

COMPENSATION POLICIES

The Executive Compensation Committee is responsible for assuring appropriate
compensation of the Company's executive officers. Total compensation of Company
executives is based on corporate and individual performance. Corporate
performance is measured by the Company's return on equity compared to other
chemical companies and to the long-term returns of a broad range of U.S.
companies. Return on equity is used because of its strong relationship to
stockholder value. Individual performance is measured primarily by results
achieved compared to objectives agreed to at the start of the year. For the CEO
and other executive officers, these objectives and the results achieved are
reviewed by the Nominating Committee and its findings are communicated to the
Executive Compensation Committee which determines the compensation consequences.
Incentive compensation is paid in cash, restricted stock and by use of stock
options.

When the Company's performance just meets performance targets established by
the Executive Compensation Committee, the Committee intends executive
compensation to be slightly below the median levels of our competitors'
compensation. As the Company's performance moves beyond those targets and the
performance of our competitors, the Committee intends our executive compensation
to move toward the high end of our competitors' compensation. If the Company's
performance should fall below the performance targets, the Committee intends
executive compensation to fall toward the low end of our competitors'
compensation. The formulas described below are designed to achieve these results
and have worked well for more than 15 years.

The Committee has decided that the existing compensation plans should be
modified for executive officers so that compensation paid to executive officers
will be fully tax deductible by the Company even if it exceeds $1 million.

SALARIES--Executive salaries are established under the same system used for
most Company salaried employees. Individual salaries are targeted to an amount,
based on the person's performance, in a salary range for that person's level.
The salary range for each level is centered around the median salary for
comparable positions in other industrial companies of generally the same size
and profitability as determined through widely used surveys.

ANNUAL BONUSES--The amounts paid for the 1993 annual bonuses were determined
by the following formula: the product of the square of an individual performance
factor times a corporate factor times a bonus standard for the individual's
level. The individual performance factor, assigned by the Executive Compensation
Committee, is a rating on a scale that ranges from zero to 1.25. The corporate
factor is determined by relating the Company's return on opening equity (ROE)
performance (adjusted for certain unusual items) to the ROE of twenty five of
the largest chemical companies and to the ROE standard established by the
Executive Compensation Committee at 13% to represent typical long-term returns
for equity investments in the United States. The product of those two ratios was
0.593 which is the Company's 1993 corporate factor. The corporate factor would
be 1.0 if the Company just met performance targets. The bonus standards are
dollar amounts set to pay bonuses slightly below the median of bonuses paid by
other industrial companies of generally the same size and profitability, if the
Company just meets performance targets. Competitive bonus practices are
determined through the same surveys on which salary ranges are based. All
employees of the Company are eligible

12
<PAGE> 14

to receive annual bonuses but individual performance is a factor only for higher
level employees.

LONG-TERM BONUSES--The long-term bonus is based on a three year cycle and is
determined by the following formula: the product of the average of the
individual's performance ratings over the three year period times a corporate
factor for the three year period times a long-term bonus standard. The corporate
factor for the long-term plan is determined by relating the Company's three year
ROE (adjusted for certain unusual items) to the three year ROE of companies in
the Value-Line Industrial Composite and to the ROE standard established by the
Committee. For the cycle ending in 1993, the long-term corporate factor was
0.941. The bonus standards for the long-term award are dollar amounts set to pay
bonuses, when combined with the stock options granted, slightly below the median
of bonuses paid by other industrial companies of generally the same size and
profitability, if the Company just meets performance targets. The long-term
bonus plan and the grant of stock options are limited to approximately 75 senior
managers.

STOCK--All participants in the long-term bonus plan received stock options
with an exercise price equal to the average of the high and low prices on the
New York Stock Exchange on the date of grant. The Committee determines
guidelines for the granting of stock options so that the value of the stock
options granted combined with long-term bonus awards would pay slightly below
the median of total long-term compensation of other industrial companies of
generally the same size and profitability at target performance. Nine executive
officers received a portion of their annual and long-term bonuses in restricted
stock in lieu of cash. The restrictions lapse after a five-year period.

BENEFITS--The benefits provided for executives are in line with those of all
parent company employees and with those provided by other large chemical
companies.

PERFORMANCE OF THE COMPANY AND ITS CHIEF
EXECUTIVE OFFICER

Operating results for the Company were lower in 1993 than in 1992. While
volume growth was good during difficult economic times, the Company's
performance suffered from pricing pressures and the adverse effect of exchange
rates. Return on equity fell below the median of the chemical companies to which
we compare ourselves and below the target established by the Committee. There
was significant progress in integrating the Company's recent acquisitions and
joint ventures. The Company sustained and built upon its Total Quality
Leadership and environmental stewardship initiatives, and maintained a strong
balance sheet. As a result, Mr. Wilson did not meet the financial objectives but
met or exceeded all the nonfinancial objectives established for him by the
Nominating Committee at the outset of the year.

CHIEF EXECUTIVE OFFICER'S COMPENSATION

Mr. Wilson's salary was increased $30,000 by the Executive Compensation
Committee early in 1993, reflecting the increase in the Company's salary ranges
between 1992 and 1993, Mr. Wilson's long-term performance and the Committee's
expectations of his future performance.

Mr. Wilson's personal performance for 1993 was rated near the high end of a
scale that ranges from zero to 1.25. His annual bonus was the product of the
square of that individual performance factor times the corporate factor of 0.593
times the bonus standard for his position.

13
<PAGE> 15

Mr. Wilson's award for the 1991-93 period was the product of the corporate
factor of 0.941 times a long-term bonus standard times the average of his three
annual individual performance ratings during the period. His annual bonus was
down 57% from 1992 and his long-term payout for the three years ending with 1993
was down 22%.

Half of each of Mr. Wilson's bonuses was paid in cash and the balance in
restricted stock. Stock options granted to Mr. Wilson during the year were based
on the Committee's guidelines with an exercise price equal to the fair market
price on the date granted.

EXECUTIVE COMPENSATION COMMITTEE--Daniel B. Burke, Chairman, Earl G. Graves,
Sandra O. Moose, Alan Schriesheim.

CUMULATIVE TOTAL RETURN TO SHAREHOLDERS
ROHM AND HAAS COMPANY, S&P 500 INDEX AND S&P CHEMICAL INDEX

<TABLE>
<CAPTION>
MEASUREMENT PERIOD ROHM AND HAAS S&P 500 IN- S&P CHEMICAL
(FISCAL YEAR COVERED) COMPANY DEX INDEX
<S> <C> <C> <C>
1988 100.00 100.00 100.00
1989 104.62 131.69 129.12
1990 109.13 127.60 109.64
1991 140.12 166.47 142.97
1992 176.44 179.15 156.56
1993 201.04 197.21 175.09
</TABLE>

Source: Standard & Poor

This comparison of five year cumulative total return assumes $100 invested on
December 31, 1988 in Rohm and Haas Company Common Stock, S&P 500 Index and S&P
Chemical Industry Composite Index and the reinvestment of dividends.

14
<PAGE> 16

PROPOSALS ON COMPENSATION PLANS

In August 1993, Congress passed the Omnibus Budget Reconciliation Act of 1993
which included a provision limiting the tax deductibility of compensation paid
to the most highly compensated executive officers of public companies.
Compensation paid under performance based compensation plans that have been
approved by stockholders and meet certain other requirements of regulations
issued by the Internal Revenue Service remains deductible; other compensation is
deductible up to $1 million per person. Accordingly, the Executive Compensation
Committee recommends that the Top Executive Annual Performance Award Plan and
the Top Executive Long-Term Award Plan and the amendment to the Stock Option
Plan of 1992 as described below be approved by stockholders to ensure that
compensation paid under these plans is deductible. If approved by stockholders,
these plans will be effective in 1994. The new plans are not intended to change
the amount of compensation currently received by executive officers but to
fulfill the tax requirements for deductibility. Therefore, to compensate
executive officers in accordance with the policies described on page 12, the
Executive
Compensation Committee may make discretionary annual awards to executive
officers which are in addition to the plans for which stockholder approval is
sought. Such discretionary awards, when combined with awards under the Top
Executive Annual Performance Award Plan described below, may not exceed awards
they would have received under the terms of the Annual Performance Award Plan
covering all other Rohm and Haas Company employees.

TOP EXECUTIVE ANNUAL PERFORMANCE AWARD PLAN (TEAPA). The purpose of this plan
is to reward participating executive officers for the attainment of superior
corporate annual return on equity. The Executive Compensation Committee will
select participants from the group of executive officers, currently numbering
22. Six executive officers have been chosen to participate in this plan during
1994. Prior to the start of every year, the Executive Compensation Committee
will approve an Annual Award Standard for each participant to be used as the
basis for calculating the annual award. No Standard will exceed the lesser of
$400,000 or 50% of the participant's base annual salary in the previous year. A
Corporate Performance Factor will be calculated as the product of the
multiplication of two ratios, each based upon annual Return on Opening Equity
(ROE). The Competitive ROE Ratio compares the Company's annual ROE to the
greater of 11% or the average of the twelfth, thirteenth and fourteenth highest
annual ROEs of the 25 largest chemical companies as reported by Value Line. The
Absolute ROE Ratio will compare the Company's ROE to the greater of 13% or the
competitive average minus 2%. Awards will equal the product of the participant's
Annual Award Standard times the Corporate Performance Factor. The Executive
Compensation Committee may reduce any award calculated under the terms of this
plan, but may not increase an award without stockholder approval. No awards are
permitted when the Corporate Performance Factor is less than 0.50. The Board of
Directors will have the authority to modify the plan without shareholder
approval except as to those terms required by sec. 162(m) of the Internal
Revenue Code of 1986, as amended. A copy of the plan is attached to this proxy
statement as Exhibit A.

TOP EXECUTIVE LONG-TERM AWARD PLAN (TELTAP). The purpose of this plan is to
reward participating executive officers for the attainment of superior corporate
three year return on equity. The Executive Compensation Committee will select
participants from the group of executive officers, currently numbering 22. Six
executive officers have been chosen to participate in this plan during the 1994
to 1996 award cycle. Prior to the start of every three year cycle, the Executive
Compensation Committee will approve a Long-term Award Standard for each partici-

15
<PAGE> 17

pant to be used as the basis for calculating the long-term award at the end of
the three year cycle. No Standard will exceed the lesser of $400,000 or 50% of
the participant's base annual salary in the year before the start of the award
cycle. A Corporate Performance Factor will be calculated as the product of the
multiplication of two ratios, each based upon three year Return on Opening
Equity (ROE). The three year competitive ROE ratio compares the Company three
year ROE to the Value Line Industrial Composite three year ROE, or to 11% if
greater. The Absolute ROE ratio compares the Company three-year ROE to the
greater of 13% or the Value Line Industrial Composite three year ROE less 2%.
The award under this plan will equal the product of the participant's Long-Term
Award Standard for the award cycle times the Corporate Performance Factor for
the cycle. The Executive Compensation Committee may reduce any award calculated
under the terms of this plan, but may not increase an award without stockholder
approval. No awards are permitted when the Corporate Performance Factor is less
than 0.50. The Board of Directors will have the authority to modify the plan
without shareholder approval except as to those terms required by sec. 162(m) of
the Internal Revenue Code of 1986, as amended. A copy of the plan is attached to
this proxy statement as Exhibit B.

AMENDMENT TO THE STOCK OPTION PLAN OF 1992. The Stock Option Plan of 1992, as
approved by the stockholders at the 1992 Annual Meeting, covers an aggregate of
2,500,000 shares of Rohm and Haas common stock and provides for the granting of
options for senior management employees of the Company or its majority-owned
subsidiaries. Approximately 75 people received stock options in 1994. Options
are granted at no less than fair market value on the date of grant and will not
be exercisable for at least one year from date of grant except in the case of
death or retirement when they are exercisable six months after grant. At the
time of exercise, stock may be paid for in cash or with currently-owned company
stock based on its market value at the time of exercise. All stock delivered in
a stock-for-stock exercise must have been held by the grantee for a minimum of
six months. Options expire ten years from date of grant except that they may
expire earlier in case of employment termination. Unexercised options may be
canceled if the option holder is discharged or accepts employment with a
competitor.

The Plan provides for the granting of incentive stock options or non-qualified
options. The Company believes that under the Internal Revenue Code, optionees
will realize no taxable income when options are granted. While exercise of an
incentive stock option which meets the requirements of the Code will not result
in taxable income, exercise of a non-qualified stock option will result in
taxable income equal to the difference between the fair market value of the
stock at the time of exercise and the option price. The Company will be entitled
to a tax deduction upon the exercise of a non-qualified option in the amount
equal to the optionee's taxable income.

The Executive Compensation Committee has recommended that this plan be amended
to limit the number of options that can be granted to any one individual within
a five year period to 100,000; the plan will be otherwise unchanged. The Board
of Directors will have the authority to modify the plan without shareholder
approval except to extend its duration, increase the maximum number of shares
for which options may be granted, reduce the option price below fair market
value at the time of grant or to change those terms required by sec. 162(m) of
the Internal Revenue Code of 1986, as amended. A copy of the plan as amended is
attached to this proxy statement as Exhibit C.

16
<PAGE> 18

NEW PLAN BENEFITS

The benefits which would have been received by or allocated to each of the
following under the new plans in 1993 had they been in effect:(1)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
TEAPA TELTAP STOCK OPTION PLAN
NAME AND POSITION DOLLAR VALUE($)(2) DOLLAR VALUE($)(2) NUMBER OF UNITS
<S> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------
J. Lawrence Wilson $ 119,543 $ 220,601 9,900
Chairman and CEO
Donald C. Garaventi 46,029 82,827 3,900
Vice President
John P. Mulroney 80,185 148,275 6,700
President
Robert E. Naylor, Jr. 55,362 102,622 4,700
Group Vice President
John T. Subak 46,029 82,827 3,900
General Counsel
Executive Group 428,626 772,809 62,336
Non-Executive Officer Employee Group N/A N/A 39,545
</TABLE>

- --------------------------------------------------------------------------------

(1) Non-employee directors do not participate in any of these plans.

(2) Fifty percent of the TELTAP award and twenty five to fifty percent of the
TEAPA award to the listed executives will be paid in restricted stock under
the Restricted Stock Plan of 1992 and the rest will be paid in cash.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" EACH OF THE FOLLOWING
RESOLUTIONS:

RESOLVED: That the Top Executive Annual Performance Award Plan as set forth in
Exhibit A to this proxy statement is hereby approved;

RESOLVED: That the Top Executive Long-Term Award Plan as set forth in Exhibit
B to this proxy statement is hereby approved;

RESOLVED: That the amendment to the Stock Option Plan of 1992 as set forth in
Exhibit C to this proxy statement is hereby approved.

Provided a quorum is present, an affirmative vote of a majority of the shares
represented at the meeting is required for adoption. Abstentions will be counted
as negative votes.

17
<PAGE> 19

STOCK OWNERSHIP

The following table lists the beneficial owners of more than 5% of the
outstanding shares of the common and $2.75 cumulative convertible preferred
stock of the Company.
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
SHARES PERCENTAGE OF
BENEFICIALLY CLASS
SHAREHOLDERS CLASS OWNED OUTSTANDING
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------
John C. Haas, John O. Haas, William D. Haas and Thomas W. common 10,418,457(2) 15.41%
Haas and two income trusts of which they, together with
Mellon Bank (East) N.A., are trustees(1)
Four charitable income trusts and a charitable foundation of common 12,721,372(3) 18.82%
which John C. Haas, John O. Haas, William D. Haas and
Thomas W. Haas, together or individually, are trustees or
directors with others(1)
Rohm and Haas Company Employee Stock Ownership Plan, 100 common 6,225,037(4) 9.21%
Independence Mall West, Philadelphia, PA 19106
AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie common 3,467,030 5.13%
Mutuelle, Alpha Assurances I.A.R.D. Mutuelle, Alpha
Assurances Vie Mutuelle and Uni Europe Assurance Mutuelle
as a group, AXA, The Equitable Companies Incorporated and
their subsidiaries(5)
Lucia H. Shipley and Charles R. Shipley, Jr.(6) preferred 1,955,305 72.27%
William H. MacCrellish, Jr.(7) preferred 264,417 9.77%
Trustees under the Shipley Company Employee Stock Ownership preferred 414,373 15.32%
Plan
</TABLE>

- --------------------------------------------------------------------------------

(1) John C. Haas, whose address is Rohm and Haas Company, 100 Independence Mall
West, Philadelphia, PA 19106, is a retired officer and director of the
Company. John O. Haas, 425 Lombard St., Philadelphia PA 19147, William D.
Haas, P. O. Box 125, Bear Creek, PA 18602 and Thomas W. Haas, 109 Tidewater
Farm Road, Stratham, NH 03885 are the sons of the late F. Otto Haas and the
nephews of John C. Haas.

(2) John C. Haas, John O. Haas, William D. Haas and Thomas W. Haas own directly
135,785, 173,253, 106,120 and 208,371 shares respectively. Together with
Mellon Bank they have voting and investment power for 9,794,928 shares in
the two income trusts.

(3) John C. Haas, John O. Haas, William D. Haas and Thomas W. Haas share voting
power and together with CoreStates Bank, N.A. have investment power for
9,163,380 shares in two charitable trusts. John C. Haas shares voting and
investment power with other trustees in another charitable trust holding
1,161,384 shares and John O. Haas, William D. Haas and Thomas W. Haas share
voting and investment power with other trustees in another charitable trust
holding 1,161,384 shares. John O. Haas and William D. Haas share voting and
investment power with other directors of The William Penn Foundation which
holds 1,235,224 shares. They disclaim beneficial interest in these trusts
and foundation.

(4) 686,591 of the shares have been allocated to employee accounts.

(5) Alpha Assurances I.A.R.D. Mutuelle and Alpha Assurances Vie Mutuelle are at
101-100 Terasse Boiedlieu, 92042 Paris La Defense France; AXA Assurances
I.A.R.D. Mutuelle and AXA Assurances Vie Mutuelle are at La Grande Arche,
Pardi Nord, 92044 Paris La Defense France; Uni Europe Assurance Mutuelle is
at 24 Rue Drouot, 75009 Paris France; AXA is at 23, Avenue Matignon, 75008
Paris France; The Equitable Companies Incorporated is at 787 Seventh Avenue,
New York, NY 10019.

(6) Lucia H. Shipley and Charles R. Shipley, Jr., 3507 West Gulf Drive, Sanibel,
FL 33957, are spouses. The Lucia H. Shipley 1993 Revocable Trust, of which
Mrs. Shipley is the trustee, and the Charles R. Shipley, Jr. 1993 Revocable
Trust, of which Mr. Shipley is the trustee, own 948,407 and 948,402 shares,
respectively, of Preferred Stock. As Shipley Institute of Medicine
directors, Mr. and Mrs. Shipley, together with others, share investment and
voting power in 58,496 shares owned by the Institute. The Institute's
Preferred

18
<PAGE> 20

Stock, beneficial ownership of which is disclaimed by Mr. and Mrs. Shipley,
is also shown in the table to be beneficially owned by Mr. MacCrellish.

(7) Mr. MacCrellish, Nutter, McClennen & Fish, One International Place, Boston,
MA 02110-2699, owns directly 10,390 shares of Preferred Stock and together
with others shares investment and voting power in 254,027 shares of
Preferred Stock held by Shipley Institute of Medicine and 11 Shipley family
trusts of which he is a director and trustee, respectively. He disclaims
beneficial interest in the trusts and the Institute. The numbers attributed
to Mr. MacCrellish do not include the shares held by the Shipley Company
ESOP of which he is a trustee. He is a partner in Boyd, MacCrellish &
Wheeler which received $156,397 in legal fees from Shipley Company Inc. in
1993 and Of Counsel to Nutter, McClennen & Fish which received $163,496 in
legal fees from Shipley Company Inc. in 1993.

EXECUTIVE OFFICERS AND DIRECTORS

The following table lists the shares of Company common stock owned by the
listed executive officers, the directors and all executive officers and
directors as a group as of March 15, 1994. None of the executive officers or
directors owns preferred stock.
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
NAME SHARES BENEFICIALLY OWNED
<S> <C>
----------------------------------------------------------------------------
G. B. Beitzel 11,036
D. B. Burke 3118
D. C. Garaventi 60,161 (including 35,892
exercisable options)
E. G. Graves 2,413
J. A. Henderson 1,768
J. H. McArthur 1,772
P. F. Miller 16,983
S. O. Moose 2,372
J. P. Mulroney 131,038 (including 65,745
exercisable options)
R. E. Naylor 61,887 (including 35,184
exercisable options)
G. S. Omenn 3,621
R. H. Schmitz 581
A. Schriesheim 1,768
J. T. Subak 41,137 (including 20,388
exercisable options)
M. C. Whittington 2,716
J. L. Wilson 135,383 (including 75,046
exercisable options)
All executive officers and directors 760,423(1)
as a group
</TABLE>

----------------------------------------------------------

(1) Includes 432,682 exercisable options, 46,480 shares
allocated under the Company savings plan or ESOP and
101,087 restricted shares. All executive officers and
directors as a group own 1.12% of the outstanding
common stock.

19
<PAGE> 21

INDEPENDENT PUBLIC ACCOUNTANTS

KPMG Peat Marwick has served as the Company's principal independent
accountants since 1953 and will continue in that capacity for 1994.

A representative of KPMG Peat Marwick will attend the annual meeting and will
have the opportunity to make a statement and respond to appropriate questions
from stockholders.

OTHER BUSINESS

The Board of Directors is not aware of any other business to be presented at
the meeting for stockholder action. If other matters arise at the meeting, the
shares represented by duly executed proxies will be voted in the best judgment
of the persons named in the proxy.

1995 ANNUAL MEETING PROPOSALS

Proposals from stockholders intended to be presented at the annual meeting in
1995 must be received by the Secretary of the Company by November 28, 1994.

20
<PAGE> 22

EXHIBIT A
ROHM AND HAAS TOP EXECUTIVE ANNUAL PERFORMANCE AWARD

1. PURPOSE OF THE TOP EXECUTIVE ANNUAL PERFORMANCE AWARD (TEAPA). The purpose
of this plan is to reward participating Rohm and Haas executive employees for
the attainment of superior corporate annual return on equity.

2. ELIGIBILITY. Awards under this plan may be made only to employees who are
executive officers of Rohm and Haas Company. Eligible employees selected to
participate in this plan shall not participate in the annual performance award
plan covering all other employees, but may receive awards outside of this plan
for individual accomplishments during the year.

3. EXECUTIVE COMPENSATION COMMITTEE. An executive compensation committee (the
Committee) consisting of no fewer than two members of the board of directors of
Rohm and Haas Company who qualify as outside directors under applicable IRS
regulations shall be appointed by the board. The board shall also designate one
of the Committee members as chairman. The board may from time to time remove a
member of the Committee and appoint other members in substitution for, or in
addition to, members previously appointed to the Committee, and it may fill
vacancies, however caused, in the Committee. No member of the Committee shall be
eligible for awards under this plan. The Committee may adopt such rules and
regulations as it deems necessary for governing its affairs. It may take action
either by a majority vote of its members in attendance provided there are at
least two members present and voting. The Committee may also take action by an
instrument in writing signed by all members without a meeting. Members of the
Committee shall not be liable for any act or omission in their capacities as
such members, except for bad faith or gross negligence.

4. AWARD CYCLE. Each calendar year is a distinct award cycle.

5. ANNUAL AWARD STANDARDS. An annual award standard (Standard) shall be
approved by the Committee for each participant prior to the beginning of the
Award Cycle to be used as the basis for calculating the annual corporate
performance award at the end of the award cycle to which it applies. The
Standard for any individual participant shall not exceed the lesser of $400,000
or 50% of the participant's base annual salary in the year prior to the award
cycle. Each Standard shall be evidenced by a written instrument at the beginning
of the Award Cycle stating the formula for determining the amount of the award,
the applicable cycle and related terms and conditions.

6. CORPORATE PERFORMANCE FACTOR. The Corporate Performance Factor is the
product of the multiplication of two ratios, each based on annual Return on
Opening Equity (ROE). Annual ROE is derived by dividing the average annual net
profit after taxes (NPAT) for the award cycle by the year-end equity for the
year immediately preceding the cycle. The two ratios are the Competitive ROE
Ratio and the Absolute ROE Ratio. The Competitive ROE ratio compares Rohm and
Haas Company's Annual ROE to the greater of 11% or the average of the twelfth,
thirteenth and fourteenth highest Annual ROEs of the 25 largest chemical
companies as reported by Value Line. The Committee may remove a company from the
25 prior to the beginning of the cycle if it is more than 50% government owned,
has debt more than three times equity, or is not considered primarily a chemical
company. When a company is removed, it will be replaced by the next largest
company. Value Line projections used in this calculation shall be the last
available prior to the end February following the close of the Award Cycle. Rohm
and Haas Company actual net profit after taxes and after adding back unusual
expense items and write-offs as described in the Management Discussion and
Analysis report to the shareholders shall be used in calculating the Company's
ROE. The Committee may reduce the Corporate Performance Factor at its
discretion, but may not make adjustments that result in an increase in the
Factor. Equity used in calculating the Annual ROEs of companies including Rohm
and Haas Company that have Employee Stock Ownership Plans (ESOP) shall be
adjusted by adding back

21
<PAGE> 23

ESOP amounts. The absolute ROE ratio will compare Rohm and Haas Annual ROE to
the greater of 13% or the above mentioned competitive average minus 2%.

7. DETERMINING AWARD PAYOUTS. TEAPA awards shall be equal to the product of
the participant's Annual Award Standard times the Corporate Performance Factor.
The Committee may reduce any award calculated under the terms of this plan, but
may not increase an award without stockholder approval. No awards are permitted
when the Corporate Performance Factor is less than 0.50.

8. PAYMENT OF AWARDS. Awards earned under the terms of the plan may be paid in
cash or in stock through the Rohm and Haas Company Restricted Stock Plan of
1992, or some combination as determined by the Committee. Awards will be paid no
later than March 15 of the year following the close of the Award Cycle.

9. ACCOUNTING PRACTICES. Payment of awards shall not be influenced
significantly by any changes in tax laws or accounting practices that take place
during the Award Cycle and that might distort comparisons. If such changes
occur, the Committee will adjust all figures to a common basis to permit an
equitable calculation of corporate performance.

10. TERMINATION OF EMPLOYMENT, RETIREMENT, OR DEATH OF PARTICIPANT.

(a) In the event of the resignation or discharge of a participant
during an award cycle, that participant's award shall be immediately
forfeited, and that participant shall have no right to any payment
thereafter.

(b) In the event of the retirement of a participant in accordance with
the provisions of the pension plan or other policies of the company or any
of its subsidiaries, participation shall continue to the end of the award
cycle, and that participant shall be paid a percentage of the amount earned
according to the terms of the award proportionate to his period of active
service during the award cycle. However, in the event of retirement prior
to the completion of three (3) months of service in an award cycle, no
amount shall be paid.

(c) In the event of the death of a participant during an award cycle,
participation shall continue to the end of the award cycle, and the
participant's designated beneficiary (or if none, then the participant's
estate) shall be paid a percentage of the amount earned according to the
terms of the award proportionate to the period of service during the award
cycle prior to the participant's death. However, in the event of death
prior to the completion of three (3) months of service in an award cycle,
no amount shall be paid.

11. ADMINISTRATION OF PLAN. The Committee is charged with the administration
of the plan. Within the limits of the plan, the Committee is given full
authority and discretion to determine the timing of awards, to select from among
those eligible the individuals to participate, and to establish such other
measures as may be necessary to the objectives of the plan. The Committee shall
also have full power and authority to construe and interpret the plan. Its
decisions shall be final, conclusive, and binding on all parties, including the
company, the stockholders, and the employees.

12. EFFECTIVE DATE OF PLAN. This plan shall take effect on January 1, 1994,
subject to stockholder approval.

13. AMENDMENT, SUSPENSION, OR TERMINATION OF PLAN. The board of directors of
Rohm and Haas Company may at any time suspend, terminate or amend the plan in
such respects as the board deems to be in the best interests of the company. No
amendment, without the approval of the stockholders, shall modify any term
required by sec. 162(m) of the Internal Revenue Code of 1986, as amended. No
amendment shall adversely affect any right of any participants, or their
successors in interest, under the terms of an award made hereunder prior to the
effective date of the amendment. The Award cycle in effect at the time of
termination of the plan shall remain in effect according to the original terms.

22
<PAGE> 24

EXHIBIT B
ROHM AND HAAS TOP EXECUTIVE LONG-TERM AWARD PLAN

1. PURPOSE OF THE TOP EXECUTIVE LONG-TERM AWARD PLAN (TELTAP). The purpose of
this plan is to reward participating Rohm and Haas executive employees for the
attainment of superior corporate long-term return on equity.

2. ELIGIBILITY. Awards under this plan may be made only to employees who are
executive officers of Rohm and Haas Company. Eligible employees selected to
participate in this plan shall also participate in the Restricted Stock Plan of
1992 and in the Stock Option Plan of 1992 as amended, but are not eligible to
participate in any other Rohm and Haas Company long-term award plan.

4. AWARD CYCLE. The award cycle is a period beginning the first of the
company's fiscal year and includes three such fiscal years. A new cycle shall
begin each year.

5. LONG-TERM AWARD STANDARDS. A long-term award standard (Standard) shall be
approved by the Committee for each participant before the beginning of the Award
Cycle to be used as the basis for calculating the long-term award at the end of
the award cycle to which it applies. The Standard for any individual participant
shall not exceed the lesser of $400,000 or 50% of the participant's base annual
salary in the year before the award cycle. Each Standard shall be evidenced by a
written instrument at the beginning of the Award Cycle stating the formula for
determining the amount of the award, the applicable cycle and related terms and
conditions.

6. CORPORATE PERFORMANCE FACTOR. The Corporate Performance Factor is the
product of the multiplication of two ratios, each based on three-year Return on
Opening Equity (ROE). Three year ROE is derived by dividing the average annual
net profit after taxes (NPAT) for the three year period by the average of the
year-end equities for the years immediately preceding the first and last year of
the three-year cycle with Rohm and Haas Company's equity adjusted by adding back
ESOP amounts. The two ratios are the Competitive ROE Ratio and the Absolute ROE
Ratio. The three-year competitive ROE ratio compares the Rohm and Haas Company
three year ROE to the Value Line Industrial Composite three year ROE, or to 11%
if greater. Value Line projections used in this calculation shall be the last
available prior to the end February following the close of the three year Award
Cycle. The absolute ROE ratio compares the Rohm and Haas Company three-year ROE
to the greater of 13% or the Value Line Industrial Composite three year average
less 2%.

7. DETERMINING AWARD PAYOUTS. TELTAP awards shall be equal to the product of
the participant's Long-term Award Standard for the Award Cycle times the
Corporate Performance Factor for that cycle. The Committee may reduce any award
calculated under the terms of this plan,

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but may not increase an award without stockholder approval. No awards are
permitted when the Corporate Performance Factor is less than 0.50.

8. PAYMENT OF AWARDS. Awards earned under the terms of the plan will be paid
half in cash and half in stock (with the number of shares rounded to the next
highest full number of shares) through the Restricted Stock Plan of 1992. Awards
will be paid by March 15 of the year following the close of the performance
cycle.

9. ACCOUNTING PRACTICES. Payment of awards shall not be influenced
significantly by any changes in tax laws or accounting practices that take place
during the performance cycle and that might distort comparisons. If such changes
occur, the Committee will adjust all figures to a common basis to permit an
equitable calculation of corporate performance.

10. TERMINATION OF EMPLOYMENT, RETIREMENT, OR DEATH OF PARTICIPANT.

(a) In the event of the resignation or discharge of a participant
during an award cycle, that participant's long-term award shall be
immediately forfeited, and that participant shall have no right to any
payment thereafter.

(b) When a participant retires under the provisions of the pension
plan or other policies of the company, participation shall continue to the
end of the award cycle, and that participant shall be paid part of the
amount earned according to the terms of the award proportionate to the
period of active service during the award cycle. However, in the event of
retirement before the completion of three (3) months of service in an award
cycle, no amount shall be paid for that cycle.

(c) In the event of the death of a participant during an award cycle,
participation shall continue to the end of the award cycle, and the
participant's designated beneficiary (or if none, then the participant's
estate) shall be paid part of the amount earned according to the terms of
the award proportionate to the period of service during the award cycle
before the participant's death. However, in the event of death before the
completion of three (3) months of service in an award cycle, no amount
shall be paid for that cycle.

11. ADMINISTRATION OF PLAN. The Committee is charged with the administration
of the plan. Within the limits of the plan, the Committee is given full
authority and discretion to determine the timing of awards, to select from those
eligible the individuals to participate, and to establish such other measures as
may be necessary to the objectives of the plan. The Committee shall also have
full power and authority to construe and interpret the plan. Its decisions shall
be final, conclusive, and binding on all parties, including the company, the
stockholders, and the employees.

12. EFFECTIVE DATE OF PLAN. This plan shall take effect on January 1, 1994,
subject to stockholder approval.

13. AMENDMENT, SUSPENSION, OR TERMINATION OF PLAN. The board of directors of
Rohm and Haas Company may at any time suspend, terminate or amend the plan in
such respects as the board deems to be in the best interests of the company. No
amendment, without the approval of the stockholders, shall modify any term
required by sec. 162(m) of the Internal Revenue Code of 1986, as amended. No
amendment shall adversely affect any right of any participants, or their
successors in interest, under the terms of any award made hereunder before the
effective date of the amendment. Award cycles in effect at the time of
termination of the plan shall remain in effect according to their original
terms.

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EXHIBIT C
AMENDED ROHM AND HAAS STOCK OPTION PLAN OF 1992

1. PURPOSE OF PLAN. The purpose of the plan is to obtain for Rohm and Haas
Company and its stockholders all the benefits that flow from attracting persons
of ability as employees and from maintaining and developing a strong management,
by affording select employees the opportunity of acquiring and increasing their
proprietary shareholdings in the company, thereby aligning their interests with
those of their fellow shareholders and further motivating them to exert their
best efforts for the success of the company.

2. STOCK SUBJECT TO THE PLAN. The plan covers an aggregate of 2,500,000 shares
of Rohm and Haas Company common stock, which are hereby reserved for the
granting of options pursuant to the plan. NO MORE THAN 100,000 OF THESE SHARES
MAY BE GRANTED TO AN ELIGIBLE EMPLOYEE DURING ANY CONSECUTIVE FIVE YEAR PERIOD.
For such purposes, either authorized and unissued shares, or treasury shares may
be used. The total number of shares so reserved shall be appropriately adjusted
to reflect stock dividends, stock splits, combinations of shares, and any other
change in the corporate capital structure, including reorganization,
recapitalization, merger and consolidation. Any shares subject to options under
the plan that expire without being exercised in full shall thereafter be
available for the grant of new options.

3. ELIGIBILITY. Options under this plan may be granted only to employees
(including officers and directors who are also employees) of Rohm and Haas
Company or of its subsidiaries. The term "subsidiary" means any corporation in
an unbroken chain running down from the parent company where each corporation
other than the last in the chain owns stock possessing 50% or more of the total
combined voting power of all classes of stock in one of the other corporations
in the chain. No employee who owns stock possessing more than 10% of the total
combined voting power of all classes of the company's stock shall be eligible to
receive an Incentive Stock Option. The grant of an option shall not impose upon
the company or its subsidiaries any obligation to retain the grantee as an
employee for any period.

4. EXECUTIVE COMPENSATION COMMITTEE. An executive compensation committee (the
Committee), consisting of no fewer than three members of the board of directors
of Rohm and Haas Company, shall be appointed by the board, which shall also
designate one of the Committee members as chairman. From time to time, the board
may remove a member of the Committee and appoint other members in substitution
for, or in addition to, members previously appointed to the Committee, and it
may fill vacancies, however caused, in the Committee. No member of the Committee
shall be eligible for grants of stock options. The Committee may adopt such
rules and regulations as it deems necessary for governing its affairs. It may
take action either by majority vote of its members or by an instrument in
writing signed by all members without a meeting. Members of the Committee shall
not be liable for any act or omission in their capacities as such members,
except for bad faith or gross negligence.

5. ADMINISTRATION OF PLAN. The Committee is charged with the administration of
the plan. Within the limits of the plan, the Committee is given full authority
and discretion to determine the time or times for making grants of options, to
select from among those eligible the individuals to receive grants, to designate
the option as Incentive Stock Option under the provisions of the Internal
Revenue Code of 1986 as amended (Incentive Stock Option) or non-qualified, and
to determine the number of shares subject to each option granted and any
conditions of exercise. The Committee shall also have full power and authority
to construe and interpret the plan. Its decision shall be binding on all
parties, including the company, the stockholders and the employees.

6. OPTION PRICE. The purchase price of stock under each option granted shall
not be less than the fair market value of the stock on the day the option is
granted. The fair market value shall

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<PAGE> 27

be the mean of the high and low prices of Rohm and Haas common stock as reported
on the New York Stock Exchange composite transaction quotations for the day the
option is granted, or if there be no transaction on that day, the fair market
value shall be determined in accordance with the pertinent Internal Revenue
Service rules and regulations.

7. TERMS AND CONDITIONS OF OPTIONS.

a. Options will expire ten years from the date of grant except as
follows:

(1) any option granted within one year prior to the resignation or
discharge of the grantee shall expire immediately upon such resignation
or discharge;

(2) except as specified in Section 7a(1) or 7a(3), all options
shall expire five years from the grantee's termination of employment but
not later than ten years from the date of grant. Termination of
employment includes retirement, resignation, discharge or death but does
not include an authorized leave of absence;

(3) the Committee shall have the right to cancel a grantee's
unexercised options if the grantee is discharged or accepts employment
with a competitor.

b. Options shall not be exercisable for a period of at least one year
from the date of grant, or such longer period as may be designated by the
Committee at time of grant, except in the case of death or retirement
wherein shares will be exercisable six months after grant. Options are
exercisable only by the grantee or the grantee's personal representatives.

c. Options shall not be transferable except by will or the laws of
descent and distribution.

d. The number of shares subject to any unexercised option and the
option price per share shall be adjusted to reflect stock dividends, stock
splits, combinations of shares, and any other change in the corporate
capital structure of Rohm and Haas Company including reorganization,
recapitalization, merger and consolidation.

e. The aggregate fair market value of the shares for which any
employee may be granted Incentive Stock Options in any calendar year shall
not exceed $100,000.

8. EXERCISE OF OPTION. Notice in writing shall be given to the treasurer of
Rohm and Haas Company indicating the date of exercise and specifying the number
of shares to be exercised at the option price. The obligation of the company to
deliver shares upon such exercise shall be subject to all applicable laws,
rules, regulations, and such approvals by governmental agencies as may be
required, including such steps as counsel for the company shall deem necessary
or appropriate to comply with the requirements of relevant securities laws.

9. PAYMENT OF PURCHASE PRICE. The purchase price shall be paid to the company
in full at the time of the exercise of the option either (a) in cash (including
check, bank draft, money order or the assignment of cash from the simultaneous
sale of the shares whose option is being exercised) or (b) at the discretion of
the Committee, by delivering company common stock currently owned by the grantee
or (c) a combination of company common stock and cash. The fair market value of
stock delivered to the company in a stock-for-stock exercise shall be the
average of the high and low prices as reported on the New York Stock Exchange
composite transaction quotations for the day preceding the day of exercise. All
stock delivered in a stock-for-stock exercise shall have been held by the
grantee for a minimum of six months.

10. EFFECTIVE DATE AND DURATION OF PLAN. This plan shall take effect on
January 1, 1992. The plan shall continue until December 31, 2001 and no option
shall be granted thereafter.

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<PAGE> 28

11. AMENDMENT, SUSPENSION OR TERMINATION OF PLAN. The board of directors of
Rohm and Haas Company may at any time suspend, terminate or amend the plan in
such respects as the board deems to be in the best interests of the company. No
such amendment, without the approval of the stockholders, shall extend the
duration of the plan, increase the maximum number of shares for which options
may be granted, reduce the option price below fair market value at the time of
grant or modify any term required by sec. 162(m) of the Internal Revenue Code of
1986, as amended. No amendment shall adversely affect the right of grantees or
their successors in interest, under the terms of options granted prior to the
effective date of the amendment. All options granted and outstanding at the time
of termination of the plan, whether by the lapse of time under section 10 or by
action of the board under this section 11, shall remain in effect until
exercised in full or expired.

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ROHM AND HAAS COMPANY
NOTICE OF 1994 ANNUAL MEETING
AND PROXY STATEMENT

THIS DOCUMENT HAS BEEN PRINTED ENTIRELY ON RECYCLED PAPER. [LOGO]
<PAGE> 30

ROHM AND HAAS COMPANY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints P. F. Miller, Jr., J. P. Mulroney and J.
L. Wilson, and each of them, with power of substitution, as proxies at the
annual meeting of stockholders of ROHM AND HAAS COMPANY to be held on May 2,
1994, and at any adjournment thereof, and to vote the shares of stock of the
company which the undersigned if personally present would be entitled to vote.
If the undersigned participates in the Rohm and Haas Employees Savings Plan, the
undersigned also hereby directs the Trustees of the Employee Stock Ownership
Trust and the non-ESOP Thrift Fund to vote shares held in the Trusts as
indicated on this card.

(Continued and to be SIGNED on the other side)

THIS PROXY WILL BE VOTED AS DIRECTED BELOW; WHERE NO DESIGNATION IS
MADE, THIS PROXY WILL BE VOTED FOR THE NOMINEES LISTED AND FOR THE
PROPOSALS 2, 3 AND 4.

The Board of Directors recommends a vote FOR the election of the
proposed directors and FOR the compensation plan proposals.

1. ELECTION OF DIRECTORS:

/ / FOR / / WITHHELD

G. B. Beitzel, D. B. Burke, E. G. Graves, J. A. Henderson, J. H.
McArthur, P. F. Miller, Jr., S. O. Moose, J. P. Mulroney, R. E.
Naylor, G. S. Omenn, R. H. Schmitz, A. Schriesheim, M. C.
Whittington, J. L. Wilson

/ / FOR, except vote withheld from the following nominee:

----------------------------------------------------------------

2. Proposal to adopt the Rohm and Haas Top Executive Annual Award Plan
/ / FOR / / AGAINST / / ABSTAIN

3. Proposal to adopt the Rohm and Haas Top Executive Long-Term Award
Plan
/ / FOR / / AGAINST / / ABSTAIN

4. Proposal to amend the Rohm and Haas Stock Option Plan of 1992
/ / FOR / / AGAINST / / ABSTAIN

5. In their discretion on such other business as may properly come
before the meeting.
/ / FOR / / AGAINST / / ABSTAIN

Signature(s) of Stockholder(s)

- ------------------------------------------------------------------------------
Date

- ------------------------------------------------------------------------------

Please sign your name exactly as it appears to the left. In the case of joint
owners, each should sign. If signing as executor, trustee, guardian or
in any other representative capacity or as an officer of a corporation, please
give your full title.