0000947871-09-000288 Sample Contracts

REPLACEMENT CAPITAL COVENANT
Replacement Capital Covenant • April 1st, 2009 • Dow Chemical Co /De/ • Plastic materials, synth resins & nonvulcan elastomers

Replacement Capital Covenant, dated as of April 1, 2009 (this “Replacement Capital Covenant”), by The Dow Chemical Company, a Delaware corporation (together with its successors and assigns, the “Corporation”), in favor of and for the benefit of each Covered Debtholder (as defined below).

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GUARANTEE
Guarantee • April 1st, 2009 • Dow Chemical Co /De/ • Plastic materials, synth resins & nonvulcan elastomers • New York

THIS GUARANTEE (this “Guarantee”) is dated as of April 1, 2009 and by The Dow Chemical Company, a Delaware corporation (the “Guarantor”).

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GUARANTEE
Guarantee • April 1st, 2009 • Dow Chemical Co /De/ • Plastic materials, synth resins & nonvulcan elastomers • New York

THIS GUARANTEE (this “Guarantee”) is dated as of April 1, 2009 and by The Dow Chemical Company, a Delaware corporation (the “Guarantor”).

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