Executive Compensation Committee

Marna C.
Whittington
(Chair)

David W.
Haas
Sandra O.
Moose
   
Gary L.
Rogers
   

The Executive Compensation Committee reviews and
approves compensation plans and remuneration arrange-ments for senior management and directors and oversees the administration of executive compensation plans. If necessary, a subcommittee makes decisions in accordance with require-ments of Section 162(m) of the Internal Revenue Code.

 

CHARTER OF THE EXECUTIVE COMPENSATION
COMMITTEE OF THE BOARD OF DIRECTORS OF
ROHM AND HAAS COMPANY
(As Amended, Approved and Adopted March 2003)

Purpose
Organization and Membership Qualifications
Member Compensation
Meetings and Procedures
Duties and Responsibilities

 

Purpose

The purposes of the Executive Compensation Committee of the Board of Directors (“Board”) of Rohm and Haas Company (“Company”) shall be to: (1) discharge the Board’s responsibilities relating to compensation of the Company’s senior executives; (2) produce annually a report on executive compensation for inclusion in the Company’s proxy statement; (3) assume responsibility for approving and evaluating the compensation plans, policies and programs for the Company’s senior executives; and (4) develop and recommend to the Board all incentive and equity-based compensation plans and programs.

 

Organization and Membership Qualifications

The Executive Compensation Committee shall be appointed by the Board and be composed of at least three (3) directors, each of whom shall meet, as affirmatively determined by the Board at least annually, the independence requirements of governing law, rules, regulations and the listing standards of the New York Stock Exchange. The members of the Executive Compensation Committee, or a sub-committee thereof, also shall meet the independence criteria required by applicable tax laws.

The members of the Executive Compensation Committee shall be nominated by the Nominating Committee and appointed by the Board for one-year terms. The Nominating Committee shall recommend, and the Board shall designate, one member of the Executive Compensation Committee to serve as Chairperson. No member of the Executive Compensation Committee shall be removed except by majority vote of the independent directors of the full Board then in office.

 

Member Compensation

The only compensation a member shall receive for service on the Executive Compensation Committee is the member’s fees as a director.

 

Meetings and Procedures

 

Duties and Responsibilities

To fulfill its duties and responsibilities, the Executive Compensation Committee shall: