Dow Chemical 2011 Annual Report Download - page 256

162
EXHIBIT NO.
The Dow Chemical Company and Subsidiaries
Exhibit Index
DESCRIPTION
2(a) Agreement and Plan of Merger dated as of August 3, 1999 among Union Carbide Corporation, The Dow
Chemical Company and Transition Sub Inc., incorporated by reference to Annex A to the proxy statement/
prospectus included in The Dow Chemical Company's Registration Statement on Form S-4, File No.
333-88443, filed October 5, 1999.
2(b) Agreement and Plan of Merger, dated as of July 10, 2008, among The Dow Chemical Company, Ramses
Acquisition Corp. and Rohm and Haas Company, incorporated by reference to Exhibit 2.1 to The Dow
Chemical Company Current Report on Form 8-K filed on July 10, 2008.
2(c) Joint Venture Formation Agreement, dated November 28, 2008, between The Dow Chemical Company and
Petroleum Industries Company (K.S.C.), incorporated by reference to Exhibit 2.1 to The Dow Chemical
Company Current Report on Form 8-K filed on February 19, 2009.
2(d) Stock Purchase Agreement, dated as of April 1, 2009, between Rohm and Haas Company and K+S
Aktiengesellschaft, incorporated by reference to Exhibit 2.1 to The Dow Chemical Company Current Report
on Form 8-K filed on April 7, 2009.
2(d)(i) Amendment No. 1, dated as of October 1, 2009, to the Stock Purchase Agreement, dated as of April 1, 2009,
between Rohm and Haas Company and K+S Aktiengesellschaft, incorporated by reference to Exhibit 2(d)(i)
to The Dow Chemical Company Quarterly Report on Form 10-Q for the quarter ended September 30, 2009.
2(e) Shareholders' Agreement, dated as of October 8, 2011, between Dow Saudi Arabia Holding B.V. and
Performance Chemicals Holding Company, incorporated by reference to Exhibit 99.1 to The Dow Chemical
Company Current Report on Form 8-K filed on February 14, 2012.
3(i) The Restated Certificate of Incorporation of The Dow Chemical Company as filed with the Secretary of
State, State of Delaware on May 17, 2010, incorporated by reference to Exhibit 3(i) to The Dow Chemical
Company Quarterly Report on Form 10-Q for the quarter ended September 30, 2010.
3(i)(a) Certificate of Designations for the Cumulative Convertible Perpetual Preferred Stock, Series A, as originally
filed with the Secretary of State, State of Delaware on March 31, 2009, incorporated by reference to
Exhibit 3.1 to The Dow Chemical Company Current Report on Form 8-K filed on April 1, 2009; and as re-
filed with the Secretary of State, State of Delaware on May 17, 2010.
3(ii) The Bylaws of The Dow Chemical Company, as amended and re-adopted in full on October 12, 2011,
effective October 12, 2011, incorporated by reference to Exhibit 99.1 to The Dow Chemical Company
Current Report on Form 8-K filed on October 13, 2011.
4 Indenture, dated as of April 1, 1992, between The Dow Chemical Company and the First National Bank of
Chicago, as trustee (incorporated by reference to Exhibit 4.1 to The Dow Chemical Company's Registration
Statement on Form S-3, File No. 333-88617 (the "S-3 Registration Statement")), as amended by the
Supplemental Indenture, dated as of January 1, 1994, between The Dow Chemical Company and The First
National Bank of Chicago, as trustee (incorporated by reference to Exhibit 4.2 to the S-3 Registration
Statement), as amended by the Second Supplemental Indenture, dated as of October 1, 1999, between The
Dow Chemical Company and Bank One Trust Company, N.A. (formerly The First National Bank of
Chicago), as trustee (incorporated by reference to Exhibit 4.3 to the S-3 Registration Statement), as amended
by the Third Supplemental Indenture, dated as of May 15, 2001, between The Dow Chemical Company and
Bank One Trust Company, N.A. (formerly The First National Bank of Chicago), as trustee (incorporated by
reference to Exhibit 4.4 to The Dow Chemical Company's Registration Statement on Form S-4, File No.
333-67368); and all other such indentures that define the rights of holders of long-term debt of The Dow
Chemical Company and its consolidated subsidiaries as shall be requested to be furnished to the Securities
and Exchange Commission pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K.