ROHM & HAAS CO, DEF 14A, 2000-03-27

ROHM & HAAS CO
DEF 14A, 2000-03-27
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 [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[x] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

Rohm & Hass
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[x] No fee required.

[ ] 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 transaction applies:

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

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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

(4) Proposed maximum aggregate value of transaction:

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

(5) Total fee paid:

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

[ ] Fee paid previously with preliminary materials.

[ ] 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.:

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(3) Filing party:

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(4) Date filed:

- --------------------------------------------------------------------------------
<PAGE> 2

100 INDEPENDENCE MALL WEST, PHILADELPHIA PA 19106-2399 TELEPHONE(215) 592-3000

[ROHM AND HAAS COMPANY LOGO]

March 27, 2000

Dear Stockholder:

I would like to invite you to the Rohm and Haas Annual Meeting of Stockholders
which we will hold on May 1, 2000, beginning at 10:30 a.m. local time at The
American Philosophical Society, Benjamin Franklin Hall, 427 Chestnut Street,
Philadelphia, PA 19106. President Mike Fitzpatrick and I look forward to
bringing you up to date on the progress of the company during the past year.

We appreciate your ongoing interest and participation in this company. Please
take the time to complete, date, sign and promptly return the enclosed proxy
card to ensure that your shares will be represented at the meeting. YOUR VOTE IS
VERY IMPORTANT.

Sincerely,

/s/ Rajiv L. Gupta
Rajiv L. Gupta
Chairman of the Board of
Directors and Chief
Executive Officer

This document is dated March 27, 2000 and is first being mailed
to stockholders on or about March 27, 2000.
<PAGE> 3

TABLE OF CONTENTS

<TABLE>
<S> <C>
Notice of Annual Meeting.................................... 3
Proxy Statement............................................. 4

Election of Directors....................................... 6

Board of Directors.......................................... 10
Organization.............................................. 10
Compensation.............................................. 11
Other Information and Business Relationships.............. 11

Executive Compensation...................................... 12
Summary Compensation Table................................ 12
Option Grants Table....................................... 13
Option Exercises and Year-End Value Table................. 13
Long-Term Incentive Plan Awards Table..................... 14
Pension Plan Table........................................ 14
Report on Executive Compensation.......................... 15

Five-Year Performance Graph................................. 18

Proposal to Approve the 2000 Rohm and Haas Long-Term Bonus
Plan...................................................... 19

New Plan Benefits........................................... 20

Stock Ownership............................................. 21
2001 Annual Meeting Proposals............................... 23
Annex A Rohm and Haas Company Long-Term Bonus............... 24
</TABLE>

2
<PAGE> 4

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 1, 2000

We will hold the annual meeting of stockholders of Rohm and Haas Company at
The American Philosophical Society, Benjamin Franklin Hall, 427 Chestnut Street,
Philadelphia, PA 19106, on May 1, 2000, at 10:30 a.m. local time, to act upon
the following matters:

1. The election of fifteen members of the board of directors;

2. The approval of the 2000 Rohm and Haas Long-Term Bonus Plan; and

3. Any other business as may properly come before the meeting.

The Board of Directors of Rohm and Haas recommends votes "FOR" each of the
proposals above. Stockholders of record at the close of business on March 10,
2000 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.

We will mail a summary report of the meeting to you.

By order of the Board of
Directors,

/s/ GAIL P. GRANOFF

Gail P. Granoff
Secretary

3
<PAGE> 5

ROHM AND HAAS COMPANY

PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 1, 2000

The enclosed proxy is being solicited by Rohm and Haas Company's board of
directors for use at the annual meeting of stockholders and any adjournment of
the meeting.
PLACE, DATE AND TIME

We will hold the Rohm and Haas annual meeting at The American Philosophical
Society, Benjamin Franklin Hall, 427 Chestnut Street, Philadelphia, PA 19106, on
May 1, 2000, at 10:30 a.m., local time, subject to any adjournments or
postponements.
RECORD DATE

Only holders of Rohm and Haas common stock on March 10, 2000 are entitled to
receive notice of and to vote at the Rohm and Haas annual meeting. As of March
10, 2000, there were 219,185,025 shares of Rohm and Haas common stock
outstanding, each of which entitles the registered holder to one vote. Rohm and
Haas will have a list of Rohm and Haas stockholders entitled to vote at the Rohm
and Haas annual meeting available during normal business hours at 100
Independence Mall West, Philadelphia, PA for the ten-day period before the Rohm
and Haas annual meeting.
INDEPENDENT PUBLIC ACCOUNTANTS

Members of PricewaterhouseCoopers LLP, who are Rohm and Haas' independent
accountants for 1999 and have been selected to continue in that capacity for
2000, are expected to be present at the Rohm and Haas annual meeting and
available to respond to appropriate questions. These individuals will be given
the opportunity to make a statement at the meeting if they desire to do so.
VOTE REQUIRED

The proposals to elect directors and to approve the 2000 Long-Term Bonus Plan
each require the approval of the holders of a majority of the Rohm and Haas
common stock, present and entitled to vote at a meeting at which a quorum is
present.

The holders of a majority of the outstanding shares of Rohm and Haas common
stock will constitute a quorum for these votes. If a quorum is not present at
the Rohm and Haas annual meeting, it is expected that the meeting will be
adjourned or postponed to solicit additional proxies.

As of March 10, 2000, directors and executive officers of Rohm and Haas were
entitled to vote approximately 29.3% of the outstanding votes entitled to be
cast by stockholders at the Rohm and Haas annual meeting.

HOW SHARES WILL BE VOTED AT THE ANNUAL MEETING

All shares of Rohm and Haas common stock represented by properly executed
proxies received before or at the Rohm and Haas annual meeting, and not revoked,
will be voted in
4
<PAGE> 6

accordance with the instructions indicated in the proxies. Properly executed
proxies that do not contain voting instructions will be voted "FOR" the election
of the fifteen nominees for director, and "FOR" the approval of the proposal to
approve the 2000 Long-Term Bonus Plan.

We will count properly executed proxies marked "ABSTAIN" with respect to any
proposal as present for purposes of determining whether there is a quorum and
for purposes of determining the number of shares represented and entitled to
vote at the Rohm and Haas annual meeting with respect to any proposal. However,
the shares that these proxies represent will not be voted at the annual meeting.
As a result, since the affirmative vote described above is required for approval
of the proposals, a proxy marked "ABSTAIN" with respect to a proposal will have
the same effect as a vote against the proposal.

Under New York Stock Exchange rules, brokers who hold shares in street name
for customers have the authority to vote on some routine matters when they have
not received instructions from beneficial owners and therefore may vote for the
election of directors and the approval of the 2000 Long-Term Bonus Plan.

The Rohm and Haas board of directors is not currently aware of any other
business to be brought before the Rohm and Haas annual meeting. If, however,
other matters are properly brought before the Rohm and Haas annual meeting or
any adjournment or postponement of the meeting, the people appointed as proxies
will have discretionary authority to vote the shares represented by duly
executed proxies in accordance with their discretion and judgment.

The people named as proxies by a stockholder may propose and vote for one or
more adjournments of the Rohm and Haas annual meeting to permit further
solicitations of proxies in favor of approval of the proposals. No proxy which
is voted against the approval of any of the proposals will be voted in favor of
an adjournment.
HOW TO REVOKE A PROXY

You may revoke your proxy at any time before its use by delivering to the
Secretary of Rohm and Haas a signed notice of revocation or a later-dated signed
proxy or by attending the Rohm and Haas annual meeting and voting in person.
Attendance at the Rohm and Haas annual meeting will not itself constitute the
revocation of a proxy.
SOLICITATION OF PROXIES

Rohm and Haas will pay the cost of solicitation of proxies for the Rohm and
Haas meeting. In addition to solicitation by mail, Rohm and Haas will arrange
for brokerage firms and other custodians, nominees and fiduciaries to send the
proxy materials to beneficial owners, and Rohm and Haas will, upon request,
reimburse the brokerage houses and custodians for their reasonable expenses.
Rohm and Haas has retained D. F. King & Co., Inc. to aid in the solicitation of
proxies and to verify the records related to the solicitations. D. F. King will
receive a fee of $5,500 and expense reimbursement for its services. Rohm and
Haas or its directors, officers or employees may request by telephone or
facsimile the return of proxy cards. The extent to which this will be necessary
depends entirely on how promptly proxy cards are returned. We urge you to send
in your proxies without delay.

5
<PAGE> 7

ELECTION OF ROHM AND HAAS DIRECTORS

At the annual meeting, stockholders will be asked to elect fifteen nominees to
serve as directors of Rohm and Haas. The directors will hold office until the
next annual meeting of stockholders and until their successors are elected.

The Rohm and Haas board of directors nominated each of the persons listed
below upon the recommendation of the Nominating Committee of the Rohm and Haas
board of directors. If any nominee is unable to serve as a director, the people
named in the proxy will vote for any other nominee as may be designated by the
Rohm and Haas board of directors or the Rohm and Haas board of directors may
decrease the number of directors. Votes may be cast in favor of or withheld from
each nominee. If a quorum is present at the meeting, a nominee will be elected
as a director by receiving the affirmative vote of a majority of the shares of
Rohm and Haas stock represented, in person or by proxy, at the Rohm and Haas
annual meeting.

THE ROHM AND HAAS BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF
EACH OF THE NOMINEES.

WILLIAM J. AVERY
[AVERY PICTURE] DIRECTOR SINCE 1997
</TABLE>

Mr. Avery, 59, chairman, chief executive officer and director of Crown Cork &
Seal Company, Inc., 1995-present; previously chairman and president of Crown
Cork & Seal Company, Inc., 1990-1995.

Rohm and Haas Board Committees:
Executive Compensation; Nominating

JAMES R. CANTALUPO
[CANTALUPO PICTURE] DIRECTOR SINCE 1999
</TABLE>

Mr. Cantalupo, 56, president, vice chairman and director of McDonald's
Corporation since 1999; previously vice chairman and director of McDonald's
Corporation and chairman and chief executive officer of McDonald's
International, 1993-1998.

Rohm and Haas Board Committees:
Audit; Finance; Nominating

J. MICHAEL FITZPATRICK
[FITZPATRICK PICTURE] DIRECTOR SINCE 1999
</TABLE>

Dr. Fitzpatrick, 53, president and chief operating officer of Rohm and Haas
Company since 1999; previously vice president, 1993-1998, and chief technology
officer of Rohm and Haas Company, 1996-1998; director of Carpenter Technology,
Inc.

Rohm and Haas Board Committees:
Corporate Responsibility, Environment, Safety and Health; Executive; Finance

EARL G. GRAVES
[GRAVES PICTURES] DIRECTOR SINCE 1984
</TABLE>

Mr. Graves, 65, chairman and chief executive officer of Earl G. Graves Ltd.,
1972-present; retired chairman and chief executive officer of Pepsi-Cola of
Washington, D.C., L.P., 1996-1998; publisher and editor of Black Enterprise
magazine, 1970-Present; General Partner, Black Enterprise/Greenwich Street Fund,
1998-Present; director of Aetna Life and Casualty Company, AMR Corporation/
American Airlines, Inc. and Federated Department Stores.

Rohm and Haas Board Committees:
Corporate Responsibility, Environment, Safety and Health; Finance; Nominating

6
<PAGE> 8

RAJIV L. GUPTA
[GUPTA PICTURE] DIRECTOR SINCE 1999
</TABLE>

Mr. Gupta, 54, chairman and chief executive officer of Rohm and Haas Company
since 1999; previously vice chairman, 1998-1999, and vice president and director
of the Asia-Pacific Region of Rohm and Haas Company, 1993-1998; director of
Technitrol Inc. and Unisys Corporation.

Rohm and Haas Board Committees:
Executive

DAVID W. HAAS
[DAVID W. HAAS PICTURE] DIRECTOR SINCE 1999
</TABLE>

Mr. Haas, 44, chairman of the William Penn Foundation since 1998; previously
vice chairman of the William Penn Foundation, 1996-1998; program administrator
at International House of Philadelphia, 1989-1997. He is a cousin of Thomas W.
Haas.

Rohm and Haas Board Committees:
Corporate Responsibility, Environment, Safety and Health; Nominating

THOMAS W. HAAS
[THOMAS W. HAAS PICTURE] DIRECTOR SINCE 1999
</TABLE>

Mr. Haas, 44, director and corporate member of the William Penn Foundation, a
pilot and flight instructor. He is a cousin of David W. Haas.

Rohm and Haas Board Committees:
Executive Compensation; Nominating

JAMES A. HENDERSON
[HENDERSN PICTURE] DIRECTOR SINCE 1989
</TABLE>

Mr. Henderson, 65, retired chairman, chief executive officer and director of
Cummins Engine Company, Inc. since December 31, 1999; previously chairman, chief
executive officer and director of Cummins Engine Company, Inc., 1995-1999;
director of SBC Communications, International Paper Inc. and Ryerson Tull, Inc.

Rohm and Haas Board Committees:
Audit; Finance; Nominating

7
<PAGE> 9

RICHARD L. KEYSER
[KEYSER PICTURE] DIRECTOR SINCE 1999
</TABLE>

Mr. Keyser, 57, chairman and chief executive officer of W.W. Grainger, Inc.,
1997-present; previously president and chief executive officer, 1995-1997;
president and chief operating officer of W.W. Grainger, Inc., 1994-1995;
director of Evanston Northwestern Healthcare Corp.

Rohm and Haas Board Committees:
Executive Compensation; Nominating

JOHN H. McARTHUR
[MCARTHUR PICTURE] DIRECTOR SINCE 1977
</TABLE>

Mr. McArthur, 65, senior advisor to the president, World Bank Group,
1996-present; previously dean of Harvard Business School until retirement in
1995; director of BCE, Inc., Cabot Corporation, Columbia/HCA Healthcare
Corporation, Glaxo Wellcome Inc., Glaxo Wellcome Plc., Springs Industries, Inc.,
and The AES Corporation.

Rohm and Haas Board Committees:
Audit; Executive; Finance; Nominating

JORGE P. MONTOYA
[MONTOYA PICTURE] DIRECTOR SINCE 1996
</TABLE>

Mr. Montoya, 53, president, Global Food & Beverage, The Procter & Gamble
Company, and president, Procter & Gamble Latin America, 1999-present; previously
executive vice president, The Procter & Gamble Company, and president, Procter &
Gamble Latin America, 1995-1999; group vice president, The Procter & Gamble
Company, and president, Procter & Gamble Latin America, 1992-1995.

Rohm and Haas Board Committees:
Executive Compensation; Nominating

SANDRA O. MOOSE
[MOOSE PICTURE] DIRECTOR SINCE 1981
</TABLE>

Dr. Moose, 58, senior vice president and director of The Boston Consulting
Group, Inc., 1990-present; director of GTE Corporation and twenty-three
investment companies sponsored by The New England Funds.

Rohm and Haas Board Committees:
Executive; Executive Compensation; Nominating

8
<PAGE> 10

GILBERT S. OMENN
[OMENN PICTURE] DIRECTOR SINCE 1987
</TABLE>

Dr. Omenn, 58, executive vice president for medical affairs, The University of
Michigan, chief executive officer, The University of Michigan Health System, and
professor of Internal Medicine, Human Genetics, Public Health and The Cancer
Center, The University of Michigan, since 1997; dean of the School of Public
Health and Community Medicine and professor of Medicine and Environmental Health
at the University of Washington, Seattle, 1982-1997; director of Amgen Inc.

Rohm and Haas Board Committees:
Corporate Responsibility, Environment, Safety and Health; Nominating

RONALDO H. SCHMITZ
[SCHMITZ PICTURE] DIRECTOR SINCE 1992
</TABLE>

Dr. Schmitz, 61, member of the Board of Managing Directors of Deutsche Bank AG
since 1991; Member of the Supervisory Board of Bertelsmann AG; director of Glaxo
Wellcome Plc.

Rohm and Haas Board Committees:
Audit; Finance; Nominating

MARNA C. WHITTINGTON
[WHITTINGTON PICTURE] DIRECTOR SINCE 1989
</TABLE>

Dr. Whittington, 52, chief operating officer, Morgan Stanley Institutional
Investment Management since 1996; partner of the investment management firm of
Miller, Anderson & Sherrerd from 1994 until acquired by Morgan Stanley in 1996;
director of Federated Department Stores.

Rohm and Haas Board Committees:
Audit; Executive; Finance; Nominating

9
<PAGE> 11

BOARD OF DIRECTORS

ORGANIZATION

The Rohm and Haas board held seven meetings in 1999. All directors attended at
least 75% of the meetings of the Rohm and Haas board of directors and committees
on which they serve. The committees of the Rohm and Haas board of directors,
their functions and the number of meetings held in 1999 are:

AUDIT COMMITTEE (3 meetings)--reviews Rohm and Haas' annual financial
statements; selects Rohm and Haas' 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 Rohm and Haas' response to that letter;
considers the adequacy of Rohm and Haas' internal accounting control systems;
reviews the staffing and audit program of the internal auditing department; and
reviews the adequacy of Rohm and Haas' policies and procedures with respect to
compliance with Rohm and Haas' Code of Business Conduct.

Members: J.H. McArthur (Chair), J.R. Cantalupo, J.A. Henderson, R.H. Schmitz,
M.C. Whittington

CORPORATE RESPONSIBILITY, ENVIRONMENT, SAFETY AND HEALTH COMMITTEE (3
meetings)--establishes guidelines and monitors management performance in meeting
Rohm and Haas' responsibilities to its employees, its customers, the general
public and the communities in which Rohm and Haas operates.

Members: G.S. Omenn (Chair), J.M. Fitzpatrick, E.G. Graves, D.W. Haas, A.
Schriesheim

EXECUTIVE COMMITTEE (1 meeting)--considers matters requiring Rohm and Haas
board action between the Rohm and Haas board's meetings.

Members: R.L. Gupta (Chair), J.M. Fitzpatrick, J.H. McArthur, S.O. Moose,
M.C. Whittington

EXECUTIVE COMPENSATION COMMITTEE (6 meetings)--reviews and approves
compensation plans and remuneration arrangements for senior management and
directors and oversees the administration of executive compensation plans. A
subcommittee makes decisions in accordance with requirements of Section 162(m)
of the Internal Revenue Code.

Members: W.J. Avery (Chair), T.W. Haas, R.L. Keyser, J.P. Montoya, S.O.
Moose, A. Schriesheim

FINANCE COMMITTEE (5 meetings)--reviews the financial strategy of Rohm and
Haas, particularly its policies for capital structure, dividend payout, and
return on assets; approves and recommends to the Rohm and Haas board of
directors all dividend payments; considers Rohm and Haas' financing plans;
reviews Rohm and Haas' foreign financial programs and currency exposure policies
and practices; and provides oversight to the Benefits Investment Committee.

Members: E.G. Graves (Chair), J.R. Cantalupo, J.M. Fitzpatrick, J.A.
Henderson, J.H. McArthur, R.H. Schmitz, M.C. Whittington

10
<PAGE> 12

NOMINATING COMMITTEE (3 meetings)-- determines corporate governance policies,
nominates directors for board membership, evaluates CEO performance and oversees
the evaluation of other senior management, oversees succession planning,
monitors management development plans, evaluates board performance annually and
meets in executive session to discuss management, the Company's strategic plans,
etc. without management present. The Committee will consider Rohm and Haas board
of directors nominations submitted by stockholders if names and biographical
data are submitted in writing to the Committee.

Members: S.O. Moose (Chair), W.J. Avery, J.R. Cantalupo, E.G. Graves, D.W.
Haas, T.W. Haas, J.A. Henderson, R.L. Keyser, J.H. McArthur, J.P. Montoya, G.S.
Omenn, R.H. Schmitz, A. Schriesheim, M.C. Whittington

DIRECTORS' COMPENSATION

Directors who are employees of Rohm and Haas do not receive compensation for
their services as directors.

In 2000, non-employee directors will receive $41,500 and 1,104.6047 Deferred
Stock Shares, which are units credited to a director's deferred stock account
under the Rohm and Haas Company 1997 Non-Employee Directors' Stock Plan.
Directors who chair board committees will receive an additional $3,000.
Directors may elect to defer all or part of their cash compensation into units
credited to a director's deferred stock account under the Rohm and Haas Company
1997 Non-Employee Directors' Stock Plan.

One Deferred Stock Share entitles the director to one share of Rohm and Haas
common stock when the director leaves the Rohm and Haas board of directors. Each
director may elect to receive the stock immediately after leaving the Rohm and
Haas board of directors or in annual installments over a period of up to 10
years after leaving the Rohm and Haas board of directors. The number of Deferred
Stock Shares to which a director is entitled was calculated by dividing $41,500
by a stock price projected by a trend line analysis of the average of the
quarterly high and low stock prices over the preceding 40 quarters. While
Deferred Stock Shares do not entitle directors to vote, each Deferred Stock
Share is credited on each dividend payment date with Deferred Stock Shares equal
to the applicable dividend payable on Rohm and Haas common stock.

In addition, all non-employee directors are reimbursed for their travel
expenses to board meetings.

OTHER INFORMATION AND BUSINESS RELATIONSHIPS--Dr. Schmitz is a member of the
board of the Global Corporate and Institutional Division of Deutsche Bank which
may perform investment banking services for the company during 2000. Deutsche
Bank is a member of a 23 bank syndicate providing revolving credit to Rohm and
Haas under which Rohm and Haas and its subsidiaries may borrow up to $125
million from Deutsche Bank. Rohm and Haas 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. Mr.
Montoya is an executive vice president of The Procter & Gamble Company, a
customer of Rohm and Haas and its subsidiaries.

11
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EXECUTIVE COMPENSATION

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

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL ------------------------------------
COMPENSATION AWARDS PAYOUTS
-------------------------------- --------------- ------- ALL
NAME AND OTHER RESTRICTED SECURITIES OTHER
PRINCIPAL COMPEN- STOCK UNDERLYING LTIP COMPEN-
POSITION YEAR SALARY BONUS SATION AWARDS OPTIONS PAYOUTS SATION
- ------------------------------------------------------------------------------------------------------------------
(1) (1) (1)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Rajiv L. Gupta 1999 $675,000 $1,117,977 $ 0 $ 38,925 $264,208 $36,836(2)
Chairman & C.E.O 1998 333,500 436,817 0 20,838 129,271 21,550
1997 294,000 299,174 0 19,902 87,200 12,651
J. Lawrence Wilson 1999 $643,250 $1,147,334 $ 0 $ 55,900 $362,010 $55,318(3)
Retired Chairman & 1998 820,000 1,524,493 0 200,000 65,100 281,682 55,519
CEO(4) 1997 756,250 1,182,960 0 73,200 266,131 33,785
J. Michael Fitzpatrick 1999 $500,000 $ 684,046 $ 0 $ 34,725 $233,733 $31,404(5)
President & COO 1998 328,500 429,673 0 21,501 129,271 22,225
1997 294,000 299,174 0 19,902 87,200 13,520
Patrick R. Colau 1999 $350,000 $ 380,890 $ 0 $ 16,875 $174,212 $23,423(6)
Senior Vice President 1998 314,500 400,869 0 17,277 127,285 17,483
1997 283,000 293,069 0 19,902 79,377 11,639
Bradley J. Bell 1999 $322,500 $ 359,125 $ 0 $ 12,700 $146,231 $22,403(7)
Senior Vice President & 1998 293,500 365,602 0 14,700 100,000 17,853
CFO 1997 182,000(7) 277,805 0 18,000 100,000 6,281
Nance K. Dicciani 1999 $320,000 $ 321,904 $ 0 $ 14,500 $121,505 $98,689(8)
Senior Vice President 1998 244,500 271,026 0 7,500 74,493 15,953
1997 202,000 174,029 0 8,400 52,000 8,723
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) 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 in the Bonus and LTIP Payouts columns. The total number (and
value) of restricted shares granted during the last five years and held at
the end of 1999 (which excludes 2000 grants made in lieu of a portion of the
1999 annual and long-term bonus awards) for the named executive officers
were: Mr. Gupta, 13,018 ($529,670); Mr. Wilson, 99,673 ($4,055,445); Dr.
Fitzpatrick, 12,941 ($526,537); Dr. Colau, 14,370 ($584,679); Mr. Bell,
45,602 ($1,855,431); and Dr. Dicciani, 2,811 ($114,373). Dividends are paid
currently on restricted shares and these shares may be voted.

(2) Includes Rohm and Haas match under the Employee Stock Ownership/Savings Plan
and the Nonqualified Savings Plan of $34,836 and a benefit bonus of $2,000
paid in lieu of various benefits provided at Rohm and Haas' expense to other
employees.

(3) Includes Rohm and Haas match under the Employee Stock Ownership/Savings Plan
and the Nonqualified Savings Plan of $51,498 and a benefit bonus of $3,820
paid in lieu of various benefits provided at Rohm and Haas' expense to other
employees.

(4) Mr. Wilson retired on September 30, 1999. The restrictions on his restricted
stock will not lapse until the earlier of five years or when the
restrictions would have lapsed under the Stock Plan of 1992 or the 1999 Rohm
and Haas Stock plan if he had not retired.

(5) Includes Rohm and Haas match under the Employee Stock Ownership/Savings Plan
and the Nonqualified Savings Plan of $28,364 and a benefit bonus of $3,040
paid in lieu of various benefits provided at Rohm and Haas' expense to other
employees.

(6) Includes Rohm and Haas match under the Employee Stock Ownership/Savings Plan
and the Nonqualified Savings Plan of $23,423.

(7) Includes Rohm and Haas match under the Employee Stock Ownership/Savings Plan
and the Nonqualified Savings Plan of $22,403. Mr. Bell was hired by Rohm and
Haas on April 28, 1997.

(8) Includes Rohm and Haas match under the Employee Stock Ownership/Savings Plan
and the Nonqualified Savings Plan of $19,521 and $79,168 for various other
expenses related to assignment outside home country as allowed under Rohm
and Haas's international personnel policy.

12
<PAGE> 14

OPTION GRANTS IN 1999
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS GRANT DATE VALUE
- ------------------------------------------------------------------------------------ ----------------
NUMBER OF % OF
SHARES TOTAL
UNDERLYING OPTIONS GRANT DATE
OPTIONS GRANTED TO EXERCISE OR PRESENT
GRANTED EMPLOYEES BASE PRICE EXPIRATION VALUE
NAME # IN 1999 ($/SH)(1) DATE(2) ($)(3)
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>

R. L. Gupta 34,725 8.1% $31.8750 Jan. 5, 2009 $316,345
4,200 1.0% 31.8750 Jan. 5, 2003 38,262
J. L. Wilson 55,900 13.0% 31.8750 Sept. 30, 2004 509,249
J. M. Fitzpatrick 34,725 8.1% 31.8750 Jan. 5, 2009 316,345
P. R. Colau 16,875 3.9% 31.8750 Jan. 5, 2009 153,731
B. J. Bell 12,700 3.0% 31.8750 Jan. 5, 2009 115,697
N. K. Dicciani 14,500 3.4% 31.8750 Jan. 5, 2009 132,095
</TABLE>

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

(1) The exercise price is the average of the high and low New York Stock
Exchange prices for Rohm and Haas common stock on the grant dates.

(2) Options expiring on January 5 of the indicated years are exercisable as
follows: 1/3 are exercisable on January 5, 2000, 1/3 are exercisable on
January 5, 2001 and 1/3 are exercisable on January 5, 2002. Mr. Wilson's
options became exercisable on October 1, 1999 upon his retirement and will
expire five years from his retirement date.

(3) Grant date values are estimated using the Black-Scholes option pricing
model. Assumptions used for the Black-Scholes model are as follows:

<TABLE>
<S> <C>
Risk-free interest rate: 4.84%
Dividend yield: 2.31%
Volatility: 30.99%
</TABLE>

Time to exercise: 6 years (options expiring in 2009), 5 years (options
expiring in 2004), 4 years (options expiring in 2003)

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

AGGREGATED OPTION EXERCISES IN 1999
AND DECEMBER 31, 1999 OPTION VALUE
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY
ACQUIRED OPTIONS AT FY-END(#) OPTIONS AT FY END($)(1)
ON VALUE UNEXERCISABLE/EXERCISABLE UNEXERCISABLE/EXERCISABLE
NAME EXERCISE REALIZED (#) (#) ($) ($)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>

R. L. Gupta 16,728 $ 254,838 38,925 57,174 $343,026 $ 790,802

J. L. Wilson 83,637 2,392,536 0 303,016 0 4,258,724

J. M. Fitzpatrick 9,798 138,338 34,725 69,483 306,013 1,035,377

P. R. Colau 2,415 42,283 16,875 69,231 148,711 1,061,093

B. J. Bell 0 0 12,700 32,700 111,918 407,459

N. K. Dicciani 11,106 185,000 14,500 32,463 127,781 523,994
</TABLE>

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

(1) The value of the options was calculated assuming a stock price of $40.6875,
which was the closing price of the common stock on the New York Stock
Exchange on December 31, 1999.

13
<PAGE> 15

LONG-TERM INCENTIVE PLAN AWARDS IN 1999(1)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
ESTIMATED FUTURE
PAYOUTS UNDER NON-STOCK
NUMBER OF PERFORMANCE OR PRICE BASED PLANS
SHARES, UNITS OTHER PERIOD ---------------------------
OR OTHER RIGHTS UNTIL MATURATION THRESHOLD TARGET
NAME (#) OR PAYOUT ($) ($)
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
R. L. Gupta $290,000 12/31/2001 $145,000 $290,000
J. L. Wilson 76,775 12/31/2001 38,388 76,775
J. M. Fitzpatrick 204,500 12/31/2001 102,250 204,500
P. R. Colau 111,500 12/31/2001 55,750 111,500
B. J. Bell 107,500 12/31/2001 53,775 107,550
N. K. Dicciani 87,800 12/31/2001 43,900 87,800
- ------------------------------------------------------------------------------------------------------
</TABLE>

(1) Long-term bonus awards are payable in cash and restricted stock. Awards are
determined by multiplying a bonus standard for the executive's level times
the Corporate Performance Factor. The "Corporate Performance Factor" under
the current long-term bonus plan is the product of multiplication of two
ratios: 1) Rohm and Haas' three-year average return on equity (ROE) divided
by 13%; and 2) Rohm and Haas' cumulative total return to stockholders over a
five-year period ending on the last day of the three-year cycle divided by
the cumulative total return to stockholders over the same period of the S&P
Chemicals Index. If the stockholders approve the 2000 Rohm and Haas
Long-Term Bonus Plan, the payout award cycle for these awards will end on
December 31, 1999 and the participants will receive payouts calculated under
the new plan. See "Proposal to Approve the 2000 Rohm and Haas Long-Term
Bonus Plan".

The numbers shown in the column titled "Number of Shares, Units or Other
Rights" are the 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
Rohm and Haas just meets performance targets.

No payout is allowed if the Corporate Performance Factor is less than 0.5.
The payouts in the Threshold column are based on a Corporate Performance
factor of 0.5. Payouts in the Target column assume that Rohm and Haas'
performance matches both the 13% ROE target and the cumulative total return
to stockholders of the S&P Chemicals Index. There is no performance limit
and, therefore, no maximum award.

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

<TABLE>
<CAPTION>
YEARS OF SERVICE
---------------------------------------------------------------------
REMUNERATION 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS 40 YEARS
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$ 400,000 $118,264 $157,686 $197,107 $ 200,000 $ 205,950 $ 235,372
600,000 178,264 237,686 297,107 300,000 310,950 355,372
800,000 238,264 317,686 397,107 400,000 415,950 475,372
1,000,000 298,264 397,686 497,107 500,000 520,950 595,372
1,200,000 358,264 477,686 597,107 600,000 625,950 715,372
1,400,000 418,264 557,686 697,107 700,000 730,950 835,372
1,600,000 478,264 637,686 797,107 800,000 835,950 955,372
1,800,000 538,264 717,686 897,107 900,000 940,950 1,075,372
2,000,000 598,264 797,686 997,107 1,000,000 1,045,950 1,195,372
- ------------------------------------------------------------------------------------
</TABLE>

This table shows the approximate aggregate annual pension benefit under the Rohm
and Haas Pension Plan and the supplemental Rohm and Haas Company Non-Qualified
Pension Plan assuming retirement at age 65 in 1999. The Remuneration column
represents the average salary which is based on the highest consecutive 36-month
base salary, and the annual bonus which is the average of the bonuses earned
under the annual bonus plan in the last five years of retirement or, if higher,
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, 1999, the years of credited service on which benefits are based for the
named executives are: Mr. Gupta, 28 years; Dr. Fitzpatrick, 24 years; Dr. Colau,
21 years; Mr. Bell, 2 years; Dr. Dicciani, 8 years. As of September 30, 1999,
Mr. Wilson had 34 years of credited service on which his benefits are based.

14
<PAGE> 16

REPORT ON EXECUTIVE COMPENSATION

COMPENSATION POLICIES

The Executive Compensation Committee is responsible for assuring appropriate
compensation of Rohm and Haas' executive officers; a subcommittee makes
decisions in accordance with the requirements of Section 162(m) of the Internal
Revenue Code and Section 16 of the Exchange Act.

Total compensation of Rohm and Haas' executives is based on corporate and
individual performance. In light of the Morton International and LeaRonal
acquisitions during 1999, the Committee felt it was necessary to alter the
annual bonus plan mid-year for Leadership Council members (approximately 40
people) to align the focus of senior managers with the key objectives of
profitable growth, sound asset management and achievement of synergies related
to the acquisitions. Therefore, for the first half of 1999, annual corporate
performance was measured by Rohm and Haas' return on net assets. For the second
half of the year, the Committee implemented an annual bonus plan based on
profitability, asset utilization and cost savings. For purposes of the long-term
bonus plan, performance during 1999 continued to be measured based on Rohm and
Haas' return on equity. Effective January 1, 2000, subject to stockholder
approval at this meeting, the Committee changed the measure of the long-term
bonus to compound sales growth.

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, the Nominating Committee reviews these objectives and the results
achieved and its findings are communicated to the Committee, which determines
the compensation consequences. The Committee takes into account individual
performance in determining salary amounts and may reduce the amounts of
incentive compensation awards based upon individual performance. Incentive
compensation is paid in cash and restricted stock and by use of stock options.

When Rohm and Haas meets performance norms established by the Committee, the
Committee intends executive compensation to be at the median levels of our
competitors' compensation. As Rohm and Haas' performance moves beyond those
norms and the performance of our competitors, the Committee intends our
executive compensation to move toward the high end of our competitors'
compensation. If Rohm and Haas' performance should fall below those norms, the
Committee intends executive compensation to fall toward the low end of our
competitors' compensation. The formulas in the plans described below are
designed to achieve these results.

It is the Committee's intention that all compensation paid to executive
officers be fully deductible under the Internal Revenue Code.

SALARIES--Executive salaries are established under the same system used for
most Rohm and Haas salaried employees. Individual salaries are targeted to an
amount, based on the person's performance against established objectives, 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--All of Rohm and Haas' executive officers received annual
bonuses under the Annual Bonus Plan approved by stockholders in 1997. Awards
under this plan were based on an employee's salary and level, and Rohm and Haas'
performance as measured by its return on net assets. Return on net assets was
the performance standard used internally to measure the performance of Rohm and
Haas' businesses and was considered to be a good measure of employees'
performance in using Rohm and Haas assets to further business objectives.

15
<PAGE> 17

Each year, the Committee established a return on net assets performance goal
for Rohm and Haas. For 1999, the established return on net assets goal was 11%.
Bonuses under the plan are determined by a bonus target established for each
employee level. The bonus target represented the percentage of the employees'
salary awarded as a bonus if Rohm and Haas met the established 11% return on net
assets goal. No bonus would have been paid if Rohm and Haas' return on net
assets had been less than 6%.

The Committee approved a plan for members of the company's Leadership Council
for an 18-month period from July 1, 1999 through December 31, 2000. The members
of the Company's Leadership Council include Rohm and Haas' executive officers.
Under this plan, Leadership Council members are compensated based on profit
attainment, net asset utilization and cost savings related to the integration
and infrastructure redesign initiatives.

For 1999, the members of the Leadership Council received an annual bonus
having two components. One component was the amount calculated under the Annual
Bonus Plan based on Rohm and Haas' performance for the first six months of 1999.
The other component was a bonus equal to 25% of the target bonus under the
Leadership Council plan for the 18-month period beginning on July 1, 1999 (the
"Partial Bonus"). At the end of the 18-month performance period, the amount of
the bonus payable under the Leadership Council plan will be reduced by the
amount of the Partial Bonus paid under the Leadership Council plan.

LONG-TERM BONUSES--The long-term bonus is based on a three-year cycle. All of
Rohm and Haas' executives except its Chief Executive Officer during the first
nine months of 1999 (approximately 70 people) participated in the Long-Term
Award Plan. Bonuses under this plan are determined by the following formula: the
product of a corporate factor for the three-year period times a long-term bonus
standard. The corporate factor for the long-term bonus award cycle ending in
1999 was determined by relating Rohm and Haas' three-year return on equity
(adjusted for various unusual items) to the three-year return on equity of
companies in the Value-Line Industrial Composite and to an absolute return on
equity standard set by the Committee at 13%. For the cycle ending in 1999, the
long-term corporate factor was 1.933%. The long-term bonus standards were dollar
amounts that were set to pay bonuses, when combined with stock options that the
company granted, slightly below the median of bonuses paid by other industrial
companies of generally the same size and profitability, if Rohm and Haas just
meets performance norms.

STOCK--Participants in the 1999 Rohm and Haas Stock 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 to executive officers, including
the CEO, so that the value of the stock options granted combined with long-term
bonus awards would be equal to the median of total long-term compensation of
other industrial companies of generally the same size and profitability at
target performance. Seven 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 ROHM AND HAAS AND ITS CHIEF EXECUTIVE OFFICER

During 1999, J. Lawrence Wilson served as Rohm and Haas' Chief Executive
Officer until September 30, 1999 and Rajiv L. Gupta served as the Chief
Executive Officer for the rest of the year. Until his retirement, Mr. Wilson was
responsible for Rohm and Haas' corporate strategy and the acquisitions and
integration of companies acquired by Rohm and Haas. During 1999, as Vice
Chairman and CEO Designee, Mr. Gupta worked with Mr. Wilson and played a major
role in all of Rohm and Haas' activities. During 1999, Rohm and Haas achieved a
record amount of EBITDA and met or exceeded earnings and return on asset
16
<PAGE> 18

expectations. Sales growth in 1999 relating to Rohm and Haas' historical
operations was the highest since 1995.

Under the leadership of Mr. Wilson and under Mr. Gupta's direction since
September 30, 1999, Rohm and Haas has established a growth strategy to maintain
its leadership position in the specialty chemical industry. Significant progress
has been made with the completion of the acquisitions of LeaRonal and Morton
International in 1999 and additional planned acquisitions that have been
announced in early 2000. In the face of these integration activities, strong
customer focus and sales momentum have been maintained. The company has also
announced the planned divestiture of the industrial coatings business to BASF,
allowing it to focus on both franchise and niche businesses in which it can
grow.

In addition to the strong financial performance of the company, Rohm and Haas
continued to make excellent progress in safety performance in 1999 and is fully
committed to the objective of an injury-free workplace.

In the opinion of the Executive Compensation Committee, the performance of
both Mr. Wilson and Mr. Gupta exceeded the performance expectations established
for the year and Mr. Gupta's performance in 1999 demonstrated a smooth
transition into his new role. Both Mr. Wilson and Mr. Gupta exemplified the
highest standards of personal and business integrity.

CHIEF EXECUTIVE OFFICERS' COMPENSATION

In February 1999, the Committee increased Mr. Wilson's annual salary amount by
$34,800 effective April 1, 1999 based upon the increases in Rohm and Haas'
salary ranges between 1998 and 1999, Mr. Wilson's long-term performance and the
Committee's expectations of his future performance. Mr. Wilson's annual bonus
for the period of January through his retirement on September 30, 1999 was
determined under the Annual Bonus Plan by multiplying the corporate return on
net assets performance multiplier of 1.079% times the bonus standard established
at the beginning of the year resulting in $1,147,334 paid in cash.

Mr. Wilson received a long-term bonus for the 1997-1999 period based upon his
employment through September 30, 1999. This award was determined under the
provisions of the Top Executive Long-Term Award Plan approved by stockholders in
1994. The bonus was determined by the following formula: the product of a
corporate factor for the three-year period times a long-term bonus standard. The
corporate factor for the long-term plan was determined by relating Rohm and
Haas' three-year return on equity (adjusted for various unusual items) to the
three-year return on equity of companies in the Value-Line Industrial Composite
and to the greater of 13% or the Value-Line Industrial Composite three-year
average less 2%. The amount of Mr. Wilson's bonus was the product of the
three-year corporate performance factor of 1.394% times the long-term bonus
standard established by the Committee before the beginning of the period. The
resulting $362,010 award was paid in cash.

Mr. Wilson's 1999 stock option grant followed the Committee's guidelines with
respect to stock option grants for executive officers and has an exercise price
equal to the fair market price on the date granted.

At the time of Mr. Wilson's retirement from Rohm and Haas, Mr. Wilson entered
into a consulting agreement with Rohm and Haas. Mr. Wilson agreed to be
available to give advice to the company at its request from time to time until
the termination of the agreement on September 30, 2004 for a fee of $100 an
hour. In addition, the agreement provides that the restrictions on Mr. Wilson's
restricted stock will lapse in accordance with the original applicable
restrictions unless the consulting agreement is terminated prior to such time.
The agreement also imposes confidentiality restrictions.

17
<PAGE> 19

The Committee established Mr. Gupta's salary at $750,000 effective July 1,
1999, in recognition of his Vice Chairman and CEO Designee status and based upon
Mr. Gupta's long-term performance and the Committee's expectations of his future
performance. Mr. Gupta's annual bonus for the period of January through June 30,
1999 was determined under the Annual Bonus Plan by multiplying the corporate
return on net assets performance multiplier of 1.079% times the bonus standard
established at the beginning of the year. For the period of July through
December 1999, Mr. Gupta was paid a Partial Bonus under the terms of the
18-month Leadership Council Bonus plan, which covers the period of July 1999
through December 2000. This Partial Bonus equals 25% of the target amount for
the 18-month period. The result of these two elements for performance in 1999
was $1,117,977, half paid in cash and half paid in restricted stock.

Mr. Gupta's long-term bonus for the 1997-1999 period was the product of the
three-year corporate performance factor of 1.933% times the long-term bonus
standard established by the Committee before the beginning of the period. Half
of the resulting $264,208 award was paid in cash and half in restricted stock.

Mr. Gupta's 1999 stock option grant followed the Committee's guidelines and
has an exercise price equal to the fair market value on the date granted.

EXECUTIVE COMPENSATION COMMITTEE--William J. Avery, Chairman, Thomas W. Haas,
Richard L. Keyser, Jorge P. Montoya, Sandra O. Moose, Alan Schriesheim (member
until June 21, 1999).

CUMULATIVE TOTAL RETURN TO STOCKHOLDERS
ROHM AND HAAS, S&P 500 INDEX, S&P CHEMICAL INDEX AND S&P SPECIALTY CHEMICAL
INDEX

Source: Standard & Poor

This comparison of five-year cumulative total return assumes $100 invested on
December 31, 1994 in Rohm and Haas common stock, the S&P 500 Composite Index,
the S&P Chemical Index and the S&P Specialty Chemical Index and the reinvestment
of dividends.

18
<PAGE> 20

PROPOSAL TO APPROVE THE 2000 ROHM AND HAAS
LONG-TERM BONUS PLAN

The Rohm and Haas board of directors has unanimously approved, subject to
stockholder approval, a 2000 Long-Term Bonus Plan to replace Rohm and Haas'
existing long-term bonus plan, which Rohm and Haas' stockholders approved in
1997. A copy of the 2000 Long-Term Bonus Plan is attached to this document as
Annex A. The Executive Compensation Committee established the plan to reward
executive performance aligned with the long-term growth objectives of the
company and to further identify participants' interests with those of Rohm and
Haas' other stockholders, consequently promoting the long-term financial
interest of Rohm and Haas and its stockholders.

Executives in positions classified as level 16 or above (70 persons) are
eligible to participate in the 2000 Long-Term Bonus Plan. The Executive
Compensation Committee will administer the 2000 Long-Term Bonus Plan, which
modifies the former long-term bonus plan by replacing return on equity with
annual compound sales growth as one of the two performance measurements.
Incorporating compound sales growth into the long-term bonus plan responds to
the Executive Compensation Committee's direction to focus on growth. The second
performance measurement is a ratio of five-year total stockholder return
compared to the performance of a publicly available index selected by the
Executive Compensation Committee.

The Executive Compensation Committee will approve a long-term bonus standard
(the "Standard") for each participant before the beginning of each three-year
award cycle (the "Award Cycle"). The Standard for any participant will not
exceed the greater of $750,000 or 60% of the participant's base annual salary in
the year before the start of the award cycle.

Corporate performance will be measured in two ways: compound sales growth
("CSG") and cumulative total return to shareholders.

The "Corporate Performance Factor" is comprised of two percentages. The first
percentage is obtained by calculating Rohm and Haas' CSG for the Award Cycle and
awarding the payout percentage corresponding to the CSG achieved according to
the table established by the Committee for such Award Cycle no later than the
ninetieth day of the Award Cycle. Rohm and Haas' organic sales growth, net of
any acquisitions or divestitures, will be used to measure CSG. The second
percentage is equal to the product obtained by multiplying one hundred (100) by
the quotient obtained by dividing the cumulative total return to stockholders
over a five-year period ending on the last day of the Award Cycle by the
cumulative total return (over the same period) to stockholders of a publicly
available index selected by the Committee and communicated to participants no
later than the ninetieth day of the Award Cycle. Cumulative total return to
stockholders will be calculated in the same manner that it is calculated and
reported in the chart set forth above disclosing the cumulative total return to
stockholders between 1995 and 1999.

Long-term bonus awards for each Award Cycle will be equal to the product
obtained by multiplying fifty percent (50%) of the participant's Standard by
each of the percentages comprising the Corporate Performance Factor for the
Award Cycle. 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 sum of the two percentages comprising the Corporate
Performance Factor is less than 50%.

Awards earned under the terms of the plan may, at the discretion of the
Committee, be paid in cash, in restricted stock or in both cash and restricted
stock. Awards will be paid by March 15 of the year following the close of the
Award Cycle, provided that the Committee has certified that the awards have been
calculated in accordance with the plan formula.

19
<PAGE> 21

The terms of the 2000 Long-Term Bonus Plan provide a transition process for
the implementation of the plan. The Award Cycles that were determined under the
long-term bonus plan approved by the company's stockholders in 1997 and that
commenced on January 1, 1998 and 1999 will terminate as of December 31, 1999.
The participants in those terminated Award Cycles will participate in special
Award Cycles under the 2000 Long-Term Bonus Plan but using the standards
determined for the terminated Award Cycles. Participants in the Award Cycle that
began on January 1, 1998 will participate in a special Award Cycle under the
2000 Long-Term Bonus plan for the period from January 1, 2000 until December 31,
2000. Participants in the Award Cycle that began on January 1, 1999 will
participate in a special Award Cycle under the 2000 Long-Term Bonus Plan for the
period from January 1, 2000 until December 31, 2001.

The board of directors of Rohm and Haas 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, will
increase the payouts under the plan or change the class of persons eligible to
participate in the plan. No amendment will 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 will remain in effect according to their
original terms.

You can find additional information about compensation on pages 13 through 15
of this document.

NEW PLAN BENEFITS

The key focus for the future of the new Rohm and Haas is profitable growth.
Our expectation is that this focus on sales growth will produce results which
are favorable for stockholders and the eligible plan participants.

The following table shows the bonuses which were received by the named
executive officers under the prior plan for the 1997-1999 cycle (first column),
the bonuses which would have been received had the 2000 Long-Term Bonus Plan
been in effect for the 1997-1999 cycle (second column) and the bonuses which
would have been received under the proposed plan had sales growth targets been
met (third column).
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
PROPOSED PLAN AT
PRIOR PLAN PROPOSED PLAN TARGETED SALES GROWTH
NAME AND PRINCIPAL POSITION ($) ($) ($)
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Rajiv L. Gupta $ 264,208 $ 91,724 $ 179,850
Chairman & CEO
J. Michael Fitzpatrick 233,733 83,011 162,767
President and C.O.O.
Patrick R. Colau 174,212 61,935 121,442
Senior Vice President
Bradley J. Bell 146,231 52,051 102,061
Senior Vice President & CFO
Nance K. Dicciani 121,505 42,555 83,442
Senior Vice President
All other executive officers as a group 453,586 175,083 343,300
All other employees as a group 2,477,516 813,613 1,595,320
</TABLE>

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

THE ROHM AND HAAS BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE
2000 LONG-TERM BONUS PLAN

20
<PAGE> 22

ROHM AND HAAS STOCK OWNERSHIP

The following table lists the beneficial owners of more than 5% of the
outstanding shares of common stock of Rohm and Haas as of March 10, 2000.
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
SHARES PERCENTAGE OF
BENEFICIALLY CLASS
STOCKHOLDERS CLASS OWNED OUTSTANDING
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
John C. Haas, John O. Haas, William D. Haas and Thomas W. common 30,998,892(2) 14.14%
Haas and two income trusts of which they, together with
Mellon Bank N.A., are trustees(1)
Four charitable income trusts of which John C. Haas, John O. common 34,458,444(3) 15.72%
Haas, William D. Haas and Thomas W. Haas, together or
individually, are trustees with others(1)
Rohm and Haas Company Employee Stock Ownership Plan(4), 100 common 16,928,777 7.72%
Independence Mall West, Philadelphia, PA 19106
J.P. Morgan & Co. Incorporated, 60 Wall Street, New York, NY common 20,647,257 9.42%
10260
</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 Rohm and
Haas. John O. Haas, 425 Lombard St., Philadelphia, PA 19147, William D.
Haas, P. O. Box 125, Bear Creek, PA 18602 and Thomas W. Haas, 100
Independence Mall West, Philadelphia, PA 19106, are the sons of the late F.
Otto Haas and the nephews of John C. Haas. Mr. Thomas Haas is a director of
Rohm and Haas.

(2) John C. Haas, John O. Haas, William D. Haas and Thomas W. Haas, and their
spouses, own directly, or as custodian for minor children, 373,755, 375,165,
318,360 and 546,828, shares, respectively. Together with Mellon Bank they
have voting and investment power over 29,384,784 shares in the two income
trusts.

(3) John C. Haas has sole voting power, and together with John O. Haas, William
D. Haas, Thomas W. Haas and First Union National Bank, has investment power
over 27,490,140 shares in two charitable trusts. John C. Haas shares voting
and investment power with other trustees in a third charitable trust holding
3,484,152 shares and John O. Haas, William D. Haas and Thomas W. Haas share
voting and investment power with another trustee in a fourth charitable
trust holding 3,484,152 shares. They disclaim beneficial interest in these
trusts.

(4) 4,000,950 of the shares have been allocated to employee accounts.

21
<PAGE> 23

EXECUTIVE OFFICERS AND DIRECTORS

STOCK OWNERSHIP GUIDELINES--Effective January 1, 1997, the Rohm and Haas board
of directors approved stock ownership guidelines requiring all executives to own
amounts of Rohm and Haas common stock equal to one-half to 5 times the amount of
annual salary, depending on the executive's level. Executives have three years
after the later of January 1, 1997 or their promotion to a new executive level
to bring their stock holdings up to the required level.

OWNERSHIP--The following table lists the shares of Rohm and Haas common stock
owned by the named executive officers, the directors and all current executive
officers and directors as a group as of March 10, 2000. None of the persons
listed in the table with the exception of D. W. Haas and T. W. Haas, who
beneficially own 1.7% and 28.8%, respectively, of the outstanding shares of
common stock, beneficially owns more than 1% of the outstanding common stock.
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
NUMBER OF
NUMBER OF DEFERRED NUMBER OF
SHARES STOCK EXERCISABLE TOTAL BENEFICIAL
NAME OWNED(1) UNITS(2) OPTIONS STOCK OWNERSHIP
- ---- ---------- ------------ ----------- ----------------
<S> <C> <C> <C> <C>
W. J. Avery 1,500 8,154.3734 N/A 9,654.3734
B. J. Bell 62,676 836.1111 36,933 100,445.1111
J. R. Cantalupo 1,290 2,855.4480 N/A 4,145.4480
P. R. Colau 32,853 851.8420 72,834 106,538.8420
N. K. Dicciani 23,354 681.5226 37,290 61,325.5226
J. M. Fitzpatrick 45,339 1,059.2578 81,058 127,456.2578
E. G. Graves 7,239 8,876.4579 N/A 16,115.4579
R. L. Gupta 52,395 1,228.2954 70,149 123,772.2954
D.W. Haas(3) 3,815,301 1,745.4446 N/A 3,817,046.4446
T.W. Haas(3) 60,905,904 2,855.4480 N/A 60,908,759.4480
J. A. Henderson 6,615 11,029.4578 N/A 17,644.4578
R. L. Keyser 1,105 2,855.4480 N/A 3,960.4480
J.H. McArthur 0 12,040.4683 N/A 12,040.4683
J. P. Montoya 1,257 11,474.7634 N/A 12,731.7634
S. O. Moose 7,116 7,650.7691 N/A 14,766.7691
G. S. Omenn 12,855 13,280.7557 N/A 26,135.7557
R. H. Schmitz 1,824 7,032.9676 N/A 8,856.9676
A. Schriesheim(4) 6,615 8,640.3570 N/A 15,255.3570
M. C. Whittington 10,383 6,644.7764 N/A 17,027.7764
J. L. Wilson(5) 220,333 2,665.3727 303,016 526,014.3727
All current executive officers and
directors as a group (19 persons) 64,223,665 110,927.5402 337,170 64,671,762.5402(6)
</TABLE>

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

(1) Shares owned by officers include shares allocated under the Rohm and Haas
savings plan and ESOP.

(2) Deferred Stock Units owned by directors are shares granted under the 1997
Non-Employee Directors' Stock Plan; Deferred Stock Units owned by officers
are shares allocated under the Non-Qualified Savings Plan.

(3) Mr. David Haas owns directly 331,149 shares and shares voting and investment
power with other trustees in a charitable trust holding 3,484,152 shares. He
disclaims beneficial ownership in the charitable trust. Mr. Thomas Haas and
his spouse own directly 546,828 shares. He shares voting and investment
power with other trustees in two income trusts holding 29,384,784 shares. He
shares voting and investment power with other trustees in a charitable trust
holding 3,484,152 shares and shares investment power with other trustees in
two charitable trusts holding 27,490,140 shares. He disclaims beneficial
interest in the charitable trusts.

(4) Dr. Schriesheim, a director and member of the Executive Compensation,
Nominating and Corporate Responsibility, Environment, Safety and Health
Committees, has reached mandatory retirement age and is not standing for
reelection.

22
<PAGE> 24

(5) Mr. Wilson retired as of September 30, 1999.

(6) All current executive officers and directors as a group beneficially own
29.7% of the outstanding Rohm and Haas common stock.

COMPLIANCE WITH SECTION 16 OF THE EXCHANGE ACT

Rohm and Haas believes that all its executive officers and directors have
complied with all Section 16 filing requirements during 1999.

2001 ANNUAL MEETING PROPOSALS

Any stockholder proposal submitted to Rohm and Haas for inclusion in the proxy
statement and proxy relating to the 2001 annual meeting of stockholders and any
notice of a matter which a stockholder intends to bring before that meeting must
be received by the Secretary of Rohm and Haas no later than November 23, 2000.
Under the Rohm and Haas by-laws, no matter may be brought before, or acted upon
at, any meeting of stockholders except as directed by the board of directors or
upon motion of any stockholder who has provided the notice required by the
by-laws to the Secretary of Rohm and Haas of that intent (a) in the case of the
annual meeting of stockholders, by the date as may be specified in the proxy
statement for the prior year's annual meeting of stockholders, or (b) in the
case of a meeting other than the annual meeting of stockholders, not less than
60 nor more than 90 days prior to the meeting date. The chairman of the meeting
has the authority to determine whether any matter may be properly brought
before, or acted upon at, the meeting.

23
<PAGE> 25

ANNEX A

ROHM AND HAAS COMPANY LONG-TERM BONUS

1. PURPOSE OF THE LONG-TERM BONUS. The purpose of the Long-Term Bonus is to
reward participating Rohm and Haas executive employees for the attainment of
superior corporate long-term sales growth and shareholder value creation.

2. ELIGIBILITY. Awards under this plan may be made only to employees who are
executives of Rohm and Haas Company. Eligible employees selected to participate
in this plan may also participate in the Rohm and Haas Company stock plans.

3. ADMINISTRATION. An executive compensation committee consisting of at
least two members of the Board of Directors of Rohm and Haas Company, or a
subcommittee of that committee consisting of at least two members who qualify as
outside directors under applicable IRS and SEC regulations, shall be appointed
by the Board (the "Committee"). One of the committee members shall act as chair.
No member of the Committee shall be eligible for awards under this plan. The
Committee may adopt rules and regulations that 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, 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.

The Committee will administer, construe and interpret the Long-Term Bonus
plan. Within the limits of the Plan, the Committee is also 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's decisions will be final
and binding on all parties, including the Company, the stockholders and the
employees.

4. AWARD CYCLE. The "Award Cycle" is a period of three years. A new Award
Cycle shall begin each year. Including the two special transition cycles
described in Sections 4.a.(1) and 4.a.(2), three Award Cycles will begin on
January 1, 2000.

a. TRANSITION PERIOD.

(1) The Award Cycle that began on January 1, 1998 shall have a period of only
two (2) years and shall terminate on December 31, 1999. All participants in this
Award Cycle shall participate in a special Award Cycle commencing on January 1,
2000 and lasting for a period of one (1) year. Each participant's Standard for
the special Award Cycle shall be identical to such participant's Standard for
the Award Cycle that began on January 1, 1998.

(2) The Award Cycle that began on January 1, 1999 shall have a period of only
one (1) year and shall terminate on December 31, 1999. All participants in this
Award Cycle shall participate in a special Award Cycle commencing on January 1,
2000 and lasting for a period of two (2) years. Each participant's Standard for
the special Award Cycle shall be identical to such participant's Standard for
the Award Cycle that began on January 1, 1999.

5. LONG-TERM BONUS STANDARDS. The Committee shall approve a long-term bonus
standard ("Standard") for each participant before the beginning of each Award
Cycle. The Standard for

24
<PAGE> 26

any participant shall not exceed the greater of $750,000 or 60% of the
participant's base annual salary in the year before the start of the Award
Cycle.

6. CORPORATE PERFORMANCE FACTOR.

a. AWARD CYCLES COMMENCING PRIOR TO JANUARY 1, 2000. Corporate performance
will be measured in two ways: return on equity ("ROE") and cumulative total
return to shareholders.

The "Corporate Performance Factor" is the product of the multiplication of two
ratios. The first ratio is the average annual ROE for the number of years in the
Award Cycle divided by a target ROE established by the Committee no later than
the ninetieth day of the Award Cycle. Rohm and Haas Company actual net earnings
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 second ratio is the cumulative total return
to shareholders over a five-year period ending on the last day of the Award
Cycle divided by the cumulative total return (over the same period) to
shareholders of a publicly available index selected by the Committee and
communicated to participants no later than the ninetieth day of the Award Cycle.
Cumulative total return to shareholders will be calculated in the same manner
that it is calculated and reported under the proxy rules.

b. AWARD CYCLES COMMENCING ON OR AFTER JANUARY 1, 2000. Corporate
performance will be measured in two ways: compound sales growth ("CSG") and
cumulative total return to shareholders.

The "Corporate Performance Factor" is comprised of two percentages. The first
percentage is obtained by calculating the Company's CSG for the Award Cycle and
awarding the payout percentage corresponding to the CSG achieved according to
the table established by the Committee for such Award Cycle no later than the
ninetieth day of the Award Cycle. Rohm and Haas Company organic sales growth,
net of any acquisitions or divestitures, shall be used to measure CSG. The
second percentage is equal to the product obtained by multiplying one hundred
(100) by the quotient obtained by dividing the cumulative total return to
shareholders over a five-year period ending on the last day of the Award Cycle
by the cumulative total return (over the same period) to shareholders of a
publicly available index selected by the Committee and communicated to
participants no later than the ninetieth day of the Award Cycle. Cumulative
total return to shareholders will be calculated in the same manner that it is
calculated and reported under the proxy rules.

7. DETERMINING AWARD PAYOUTS. Long-term Bonus awards for each Award Cycle
shall be equal to the product obtained by multiplying fifty percent (50%) of the
participant's Standard by each of the percentages comprising the Corporate
Performance Factor for the Award Cycle. 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 sum of the two
percentages comprising the Corporate Performance Factor is less than 50%.

8. NOTIFICATION. At the beginning of each Award Cycle, each participant will
be notified in writing of his or her Standard, the formula for determining the
amount of the award, the applicable cycle and related terms and conditions.

9. PAYMENT OF AWARDS. Awards earned under the terms of the plan may, at the
discretion of the Committee, be paid in cash, or in stock through the Rohm and
Haas stock plans, or partly in both. Awards will be paid by March 15 of the year
following the close of the Award Cycle,
25
<PAGE> 27

provided that the Committee has certified that the awards have been calculated
in accordance with the plan formula.

10. ADJUSTMENTS FOR ACCOUNTING AND TAX CHANGES. If changes in tax laws or
accounting practices take place during the Award Cycle that distort corporate
performance calculations, the Committee will calculate corporate performance
factors based on the tax laws and accounting practices at the beginning of the
performance year.

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

(a) Participation in the Long-Term Bonus Plan does not create a contract
of employment, nor grant any employee the right to be retained in the
service of the company. Any participant whose employment is terminated for
wrongdoing, including but not limited to a violation of the Company's Code
of Business Conduct, will forfeit all rights to payment under this plan.

(b) If a participant resigns or is discharged during an Award Cycle, that
participant's Long-Term award shall be immediately forfeited, and that
participant shall have no right to any payment for that Award Cycle.

(c) If 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 months of service in an Award Cycle, no
amount shall be paid for that Award Cycle.

(d) If a participant dies 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 months
of service in an Award Cycle, no amount shall be paid for that Award Cycle.

12. EFFECTIVE DATE OF PLAN. Except as otherwise required by the transitional
rules of Section 4.a, this plan, as amended and restated, shall take effect on
January 1, 2000.

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 increase the payouts
under the plan or change the class of persons eligible to participate in the
plan. 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. Performance Periods in effect at the time
of termination of the plan shall remain in effect according to their original
terms.

26
<PAGE> 28

ROHM AND HAAS COMPANY
NOTICE OF 2000 ANNUAL MEETING
AND PROXY STATEMENT

[RECYCLED PAPER SYMBOL]
THIS DOCUMENT HAS BEEN PRINTED ENTIRELY
ON RECYCLED PAPER. [ROHM AND HAAS COMPANY LOGO]
<PAGE> 29
[X] AS IN THIS EXAMPLE

<TABLE>
<S> <C>
- ------------------------------------------ 1. Election of Directors. For All With- For All
ROHM AND HAAS COMPANY (01) W.J. Avery (09) R.L. Keyser Nominees hold Except
- ------------------------------------------ (02) J.R. Cantalupo (10) J.H. McArthur [ ] [ ] [ ]
(03) J.M. Fitzpatrick (11) J.P. Montoya
(04) E.G. Gravese (12) S.O. Moose
(05) R.L. Gupta (13) G.S. Omenn
(06) D.W. Haas (14) R.H. Schmitz
(07) T.W. Haas (15) M.C. Whittington
(08) J.A. Henderson
CONTROL NUMBER:
RECORD DATE SHARES: Instructions: To withhold authority to vote for any nominee, mark
the "For All Except" box and strike a line through the name(s) of
the nominee(s) in the list provided above.

For Against Abstain
2. Proposal to approve the 2000 Rohm and Haas Long- [ ] [ ] [ ]
Term Bonus Plan.

3. In their discretion on such other business as may properly come
before this meeting.

Date
Please be sure to sign and -------------- Mark box at right if an address change or comment has been
date this Proxy. noted on the reverse side of this card. [ ]
- -------------------------------------------

- -------------------------------------------
Stockholder Co-owner
sign here sign here

DETACH CARD DETACH CARD

VOTE BY TELEPHONE VOTE BY INTERNET
It's fast, convenient, and immediate! It's fast, convenient, and your vote is immediately
Call Toll-Free on a Touch-Tone Phone confirmed and posted.

Follow these four easy steps: Follow these four easy steps:

1. Read the accompanying Proxy Statement/ 1. Read the accompanying Proxy Statement/Prospectus
Prospectus and Proxy Card. and Proxy Card.

2. Call the toll-free number 2. Go to the Website
1-877-PRX-VOTE (1-877-779-8683) http://www.eproxyvote.com/roh
There is NO CHARGE for this call.

3. Enter your Control number located on 3. Enter your Control Number located on your Proxy Card.
your Proxy Card.

4. Follow the recorded Instructions. 4. Follow the Instructions provided.

YOUR VOTE IS IMPORTANT! YOUR VOTE IS IMPORTANT!
Call 1-877-PRX-VOTE anytime! Go to http://www.eproxyvote.com/roh anytime!

DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET

</TABLE>
<PAGE> 30

ROHM AND HAAS COMPANY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS -- MAY 1, 2000

The undersigned hereby appoints J.M. Fitzpatrick, R.L. Gupta and S.O. Moose 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 1, 2000, and at any
adjournment thereof, and to vote shares of stock of the Company which the
undersigned would be entitled to vote if personally present. If the undersigned
participates in the Rohm and Haas Employee Savings Plan, or the Morton Savings
Plan, the undersigned also hereby directs the Trustees of the Employee Stock
Ownership Trust, the Non-ESOP Thrift Fund and the Morton Savings Plan to vote
shares held in the Trusts as indicated on this card; failure to return this
proxy constitutes an instruction to the Trustees to vote shares as directed by
other participants.

This proxy will be voted as directed with respect to the proposals referred to
in Items 1 and 2 on the reverse side, but in the absence of such direction this
proxy will be voted FOR the election of all nominees for director listed in
Item 1, and FOR the proposal referred to in Item 2.

_______________________________________________________________________________
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE.
_______________________________________________________________________________

_______________________________________________________________________________
Please sign exactly as your name(s) appear(s) on this proxy card.
Joint owners should each sign personally. When signing as
attorney, executor, administrator, trustee or guardian,
please give your full title.
_______________________________________________________________________________

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

__________________________________ __________________________________________