The Dow Chemical Company 130,434,783 Shares1 Common Stock ($2.50 par value) Underwriting AgreementDow Chemical Co /De/ • May 11th, 2009 • Plastic materials, synth resins & nonvulcan elastomers • New York
The Dow Chemical Company, a corporation organized under the laws of the State of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule III hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of common stock, $2.50 par value (“Common Stock”), of the Company set forth in Schedule I hereto (the “Company Underwritten Securities”), and the persons named in Schedule II hereto (the “Selling Stockholders”) propose, severally and not jointly, to sell to the several Underwriters the number of shares of Common Stock set forth in Schedule II hereto (the “Selling Stockholder Underwritten Securities” and, together with the Company Underwritten Securities, the “Underwritten Securities”). The Selling Stockholders also propose to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth in Schedule II hereto to cover over-allotments, if any (the “Opt
UNDERWRITING AGREEMENT THE DOW CHEMICAL COMPANY $1,750,000,000 7.60% Notes due 2014 $3,250,000,000 8.55% Notes due 2019 $1,000,000,000 9.40% Notes due 2039 Underwriting AgreementUnderwriting Agreement • May 11th, 2009 • Dow Chemical Co /De/ • Plastic materials, synth resins & nonvulcan elastomers • New York
The Dow Chemical Company, a corporation organized under the laws of the State of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $1,750,000,000 aggregate principal amount of the Company’s 7.60% Notes due 2014 (the “Notes due 2014”), $3,250,000,000 aggregate principal amount of the Company’s 8.55% Notes due 2019 (the “Notes due 2019”) and $1,000,000,000 aggregate principal amount of the Company’s 9.40% Notes due 2039 (the “Notes due 2039” and, together with the Notes due 2014 and the Notes due 2019 to be sold by the Company hereunder, the “Company Securities”), to be issued under an indenture (the “Indenture”) dated as of May 1, 2008, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), and the persons named in Schedule II hereto (the “Selling Noteholders”) propose, severally and not jointly, to sell t
ContractPurchase Agreement • May 11th, 2009 • Dow Chemical Co /De/ • Plastic materials, synth resins & nonvulcan elastomers • New York
PURCHASE AGREEMENT dated as of May 5, 2009 (this “Agreement”), among The Dow Chemical Company, a Delaware corporation (the “Company”), and the investors identified on the signature pages hereto (each an “Investor” and, collectively, the “Investors”).
