PLAN STOCK PURCHASE AGREEMENT

Exhibit 1.1

PLAN STOCK PURCHASE AGREEMENT

THIS PLAN STOCK PURCHASE AGREEMENT (“Agreement”) is made this 11 th day of May, 2009, between THE DOW CHEMICAL COMPANY (the “Company”) and FIDELITY MANAGEMENT TRUST COMPANY, not in its individual or corporate capacity, but solely as trustee (the “Trustee”) of THE DOW CHEMICAL COMPANY EMPLOYEES’ SAVINGS PLAN TRUST (“Purchaser” or the “Trust”), a separate trust created under The Dow Chemical Company Employees’ Savings Plan (the “Plan”).

RECITALS:

WHEREAS, the Company sponsors the Plan; and

WHEREAS, pursuant to an agreement (the “Trust Agreement”) between  Fidelity Management Trust Company  and the Company, the Trustee serves as a  trustee of the Plan in accordance with the Trust Agreement; and

WHEREAS, the Plan includes a leveraged employee stock ownership plan component (“LESOP Component”); and

WHEREAS, the LESOP Component includes a suspense account (“Suspense Account”) which holds $552,528,842.34 in cash and short term investments (the “Suspense Account Cash”); and

WHEREAS, Section 4.1 of the Plan Document,  and the Trust Agreement, provide that the Plan shall purchase shares (“Shares”) of common stock of the Company using the $552,528,842.34 Suspense Account Cash no later than 90 days following April 1, 2009, or such later date as set forth in Section 4.1 of the Plan ; and

WHEREAS, the named fiduciary (“Named Fiduciary”) for the Plan is the Benefits Governance and Finance Committee of The Dow Chemical Company (“BGFC”); and

WHEREAS, pursuant to an amendment to the Trust Agreement, the Trustee shall be directed by the Named Fiduciary or an investment manager appointed by the Named Fiduciary, with respect to the purchase of the Shares; and

WHEREAS, BGFC, as the named fiduciary for the Plan, appointed Independent Fiduciary Services, Inc. (“IFS”) in accordance with section 402(c)(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) to serve as a fiduciary and investment manager of the Plan within the meaning of section 3(21) of  ERISA pursuant to an Investment Manager Engagement Agreement by and Among The Dow Chemical Company, the Benefits Governance and Finance Committee of The Dow Chemical Company and Independent Fiduciary Services Inc., executed on March 12, 2009 (“Investment Manager Engagement Agreement”) with authority and responsibility to direct the Trustee to purchase shares (“Shares”) of common stock of the Company, par value $2.50 per share, (the “Common Stock”) using the Suspense Account

Cash as required by the Plan unless IFS determines that proceeding with such purchases would violate ERISA; and

WHEREAS, IFS is an investment advisor under the Investment Advisors Act of 1940; and

WHEREAS, IFS has determined pursuant to the Investment Manager Engagement Agreement that the purchase of 36,698,005 Shares at $15.0561 per Share by the Trustee on behalf of the Plan with the Suspense Account Cash pursuant to Section 4.1 of the Plan does not violate ERISA; and

WHEREAS, IFS, as a result, has directed the Trustee to purchase the Shares with the Suspense Account Cash; and

WHEREAS, the Company desires to sell, and Purchaser desires to purchase, the Shares, with an aggregate purchase price of $552,528,833.08, on behalf of the Plan; and

WHEREAS, to induce Purchaser to purchase the Shares, the Company wishes to make (i) various representations and warranties and (ii) certain covenants for the benefit of Purchaser.

NOW, THEREFORE, in consideration of the foregoing and of the mutual agreements, covenants, and undertakings contained herein, and subject to the terms and conditions herein set forth below, the parties to this Agreement hereby agree as follows:

Subject to the terms and conditions of this Agreement, the Company hereby sells to the Purchaser, and Purchaser hereby purchases from the Company, the number of whole Shares determined in accordance with Section 2 for the Purchase Price described therein.

(a)           Upon  the Company’s transfer and delivery to Purchaser of the Shares at Settlement, subject to the terms and conditions of this Agreement, Purchaser shall deliver to the Company at Settlement by wire transfer in accordance with the following wire instructions the amount of Five Hundred Fifty Two Million, Five Hundred Twenty-Eight Thousand, Eight Hundred Thirty- Three Dollars and Eight Cents ($552,528,833.08) (the “Purchase Price”) from the Suspense Account Cash in immediately available funds:

 The whole number of Shares purchased hereunder shall be equal to the quotient obtained by dividing (A) the Purchase Price by (B) $15.0561, which is the negotiated price per Share.

(b)          Fractional Shares.  No fractional shares of common stock will be issued to the Purchaser.

(a)          Time and Place.  The settlement (the “Settlement”) of the purchase of the Shares shall be held as soon as practicable, but in no event more than three days after the date of this Agreement, upon a date and at a location mutually agreed upon by the Trustee and the Company on the date hereof.  The date of the Settlement is referred to herein as the “Settlement Date.”

(b)          Deliveries.  On the Settlement Date, the Trustee shall deliver the Purchase Price in the manner described in Section 2(a) and the Company shall cause the Shares purchased hereunder to be issued to the Plan in the name of the Trustee through the facilities of The Depository Trust Company, unless Purchaser shall otherwise instruct.  Shares shall be delivered into the following account:

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(c)          The Shares to be purchased hereunder shall, upon issuance, be the subject of a registration statement on an appropriate form that has been declared effective by the SEC, and such declaration of effectiveness shall not have been withdrawn.

The Company represents and warrants to the Purchaser as follows:

(a)          Corporate Existence and Authority.  The Company (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; (ii) has all requisite corporate power to execute, deliver and perform this Agreement; and (iii) has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement.

(b)          Trustee Appointment.  The Company has taken all necessary corporate actions to appoint Fidelity Management Trust Company as trustee of the Trust.

(c)          IFS Appointment.  The Company has taken all necessary corporate actions to appoint IFS as fiduciary and investment manager of the Plan with the authority to direct the Trustee to enter into this Agreement.

(d)          No Conflict.  The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby will not, violate, conflict with or constitute a default under (i) the Company’s Certificate of Incorporation or By-Laws, (ii) any

material agreement, indenture or other instrument to which the Company is a party or by which the Company or its assets may be bound or subject, or (iii) any law, regulation, order, arbitration award, judgment or decree applicable to the Company.

(e)          Validity.  This Agreement has been duly executed and delivered by the Company and is a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws affecting the enforcement of creditors’ rights generally, or by general equitable principles.

(f)          The Shares.  The Shares have been duly authorized and issued, and when delivered against payment therefor as provided in Section 2 hereof, will be duly and validly issued and will constitute fully-paid and nonassessable shares of Common Stock of the Company.  The Company will convey to Purchaser, on the date of Settlement, good and valid title to the Shares free and clear of any liens, claims, security