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News Release

Dow Announces Early Results of Its Debt Tender Offers

Company Increases the Aggregate Tender Caps to $1.5 Billion

MIDLAND, Mich.--(BUSINESS WIRE)--The Dow Chemical Company (NYSE: DOW) announced today the early results for its previously announced modified “Dutch Auction” cash tender offers for certain notes issued by Dow and its subsidiaries, Union Carbide Corporation and Rohm and Haas Company. In addition, the Company announced it raised the tender cap for the Pool 1 notes, such that the aggregate amount sought in the tender offers is $1.5 billion, versus the $750 million that was initially targeted.

Details regarding early results and increase of the Pool 1 tender cap:

As of 5:00 p.m., New York City time, on March 8, 2011 (the “early participation date”), Dow received tenders for approximately (i) $1.7 billion aggregate principal amount of the Pool 1 notes listed below, and (ii) $832 million aggregate principal amount of the Pool 2 notes listed below. The tendered notes exceed the previously announced tender caps of $450 million and $300 million for the Pool 1 notes and the Pool 2 notes, respectively.

Dow announced that it raised the tender cap of the Pool 1 notes from $450 million to $1.2 billion. The tender cap for the Pool 2 notes remains unchanged at $300 million. The expiration date of the tender offers is 12:00 midnight, New York City time, on March 22, 2011, unless extended. Withdrawal rights for the tender offers have expired and have not been extended.

As of the early participation date, notes validly tendered and not validly withdrawn were as follows:

Title of Security       Issuer      

CUSIP
Number

     

Principal
Amount
Outstanding
(MM)

     

Principal
Amount
Tendered as
of the Early
Participation
Date
(MM)

     

Percent of
Outstanding
Principal
Amount
Tendered(1)

   
Pool 1 Notes
8.550% Notes due 2019 Dow 260543BX0 $3,250.0 $1,638.7 50.4%
7.750% Debentures due 2096 Union Carbide 905581AS3 $200.0 $67.8 33.9%
Pool 2 Notes
9.400% Notes due 2039 Dow 260543BY8 $1,000.0 $624.2 62.4%
7.850% Debentures due 2029 Rohm and Haas 775371AU1 $881.8 $207.9 23.6%

(1) Rounded to the nearest one tenth of one percent.

Holders who validly tendered and did not withdraw their notes on or prior to the early participation date, and whose notes are accepted for purchase pursuant to the tender offers, will be entitled to receive total consideration including an early participation amount of $30.00 per $1,000 principal amount of notes (the “early participation amount”). Holders who have not already tendered their notes may continue to do so at any time prior to the expiration date, but such holders will not be entitled to receive the early participation amount.

Dow has retained Goldman, Sachs & Co. and J.P. Morgan Securities LLC, as Lead Dealer Managers, and ING Financial Markets LLC, RBC Capital Markets, LLC and Scotia Capital (USA) Inc., as co-Dealer Managers, for the tender offers. Global Bondholder Services Corporation is the Information Agent and Depositary for the tender offers. For additional information regarding the terms of the tender offers, please contact: Goldman, Sachs & Co. at (800) 828-3182 (toll-free) or (212)-902-5128 (collect) or J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or (212) 834-2494 (collect). Requests for documents and questions regarding the tendering of notes may be directed to Global Bondholder Services Corporation at (212) 430-3774 (for banks and brokers only) or (866) 389-1500 (for all others toll-free).

This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The offers are being made solely pursuant to the Offer to Purchase and related documents made available to holders of the notes.

About Dow

Dow (NYSE: Dow) combines the power of science and technology with the “Human Element” to passionately innovate what is essential to human progress. The Company connects chemistry and innovation with the principles of sustainability to help address many of the world’s most challenging problems such as the need for clean water, renewable energy generation and conservation, and increasing agricultural productivity. Dow’s diversified industry-leading portfolio of specialty chemical, advanced materials, agrosciences and plastics businesses delivers a broad range of technology-based products and solutions to customers in approximately 160 countries and in high growth sectors such as electronics, water, energy, coatings and agriculture. In 2010, Dow had annual sales of $53.7 billion and employed approximately 50,000 people worldwide. The Company’s more than 5,000 products are manufactured at 188 sites in 35 countries across the globe. References to “Dow” or the “Company” mean The Dow Chemical Company and its consolidated subsidiaries unless otherwise expressly noted. More information about Dow can be found at www.dow.com.

Union Carbide Corporation is a chemicals and polymers company that has been a wholly owned subsidiary of The Dow Chemical Company since 2001.

Rohm and Haas Company is a premier specialty materials company and has been a wholly owned subsidiary of The Dow Chemical Company since 2009.

®TM Trademark of The Dow Chemical Company (“Dow”) or an affiliated company of Dow

Contacts

The Dow Chemical Company
Rebecca Bentley, 989-638-8568
rmbentley@dow.com