INVESTMENT AGREEMENT

Annex A                       Form of Certificate of Designations

Investment Agreement , dated October 27, 2008 (this “ Agreement ”), between The Dow Chemical Company, a Delaware corporation (the “ Company ”), and Berkshire Hathaway Inc., a Delaware corporation (the “ Investor ”).  Capitalized terms used, but not defined herein, shall have the meaning ascribed to them in the Certificate of Designations.

WHEREAS, pursuant to an equity commitment letter, dated July 7, 2008, between the Investor and the Company (the “ Equity Commitment Letter ”), the Investor has committed to purchase from the Company 3,000,000 shares of cumulative convertible perpetual preferred stock of the Company;

WHEREAS, the Investor and the Company wish to specify the definitive terms and conditions of such shares of cumulative convertible perpetual preferred stock; and

WHEREAS, the Investor and the Company wish to enter into a definitive agreement regarding the purchase of such shares of cumulative convertible perpetual preferred stock.

NOW , THEREFORE , in consideration of the premises, and of the representations, warranties, covenants and agreements set forth herein, the parties agree as follows:

1.1            Purchase .  On the terms and subject to the conditions set forth herein, the Investor agrees that upon the furnishing of a written notice to it by the Company as set forth in Section 1.2(a) it will purchase, or will (upon giving written notice thereof to the Company) cause one or more direct or indirect subsidiaries of the Investor of which the Investor beneficially owns at least 80% of the equity interests (measured by both voting rights and value) (each, a “ Permitted Transferee ”) to purchase, from the Company an aggregate of 3,000,000 shares of the Company’s Cumulative Convertible Perpetual Preferred Stock, Series A (the “ Convertible Preferred Stock ”) convertible into shares of the common stock of the Company, par value $2.50 per share (the “ Common Stock ”), and having the powers, preferences and rights, and the qualifications, limitations and restrictions, as specified in the Certificate of Designations in the exact form attached hereto as Annex A (the “ Certificate of Designations ”), at a price per share of $1,000 (an aggregate price of $3,000,000,000).

1.2            Closing .

(a)           The closing of the purchase (the “ Closing ”) will take place at the offices of Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York at 10 a.m. New York time on any date prior to July 8, 2009 specified by the Company to the Investor on at least three (3) business days written notice (the “ Closing Date ”); provided, however , that once notice of a closing date (the “ Initial Date ”) has been given by the Company hereunder, the Company may by subsequent written notice on one or more occasions change the closing date to

a different date (a “ Subsequent Date ”), provided that notice of such change is delivered at least one (1) business day before a Subsequent Date.

(b)           Subject to the satisfaction or waiver of the conditions to the Closing set forth in Sections 1.2(c) and (d), at the Closing, the Company will deliver to the Investor and/or to any Permitted Transferee purchasing Convertible Preferred Stock pursuant to Section 1.1 (each a “ Purchasing Permitted Transferee ”) certificates representing the Convertible Preferred Stock in exchange for payment therefor by wire transfer of immediately available United States funds to such bank account as shall have been designated therefor by the Company at least three (3) business days before the Closing Date.

(c)           The respective obligation of each of the Investor and the Company to consummate the Closing is subject to the fulfillment or written waiver by the Investor and the Company prior to the Closing of the following conditions:  (i) any approvals or authorizations of, filings and registrations with, and notifications to, all governmental or regulatory authorities (collectively, “ Governmental Entities ”) required for the purchase and sale of the Convertible Preferred Stock hereunder shall have been obtained or made and shall be in full force and effect and all waiting periods required by law shall have expired; (ii) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the purchase and sale of the Convertible Preferred Stock hereunder, and no Governmental Entity shall have instituted an investigation or proceeding that could result in such a judgment, injunction order or decree; and (iii) the merger of Ramses Acquisition Corp., a wholly owned subsidiary of the Company, with and into Rohm and Haas Company shall have been consummated or shall be consummated substantially simultaneously with the purchase and sale of the shares of Convertible Preferred Stock.

(d)           The obligation of the Company to consummate the Closing is also subject to the fulfillment or waiver prior to the Closing of each of the following conditions:

(i)           the representations and warranties of the Investor set forth in this Agreement shall be true and correct in all material respects as though made on and as of the Closing Date (except that representations and warranties that by their terms speak as of an earlier date shall be true and correct as of such date) and the Investor shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing; provided ,   that any representation and warranty of the Investor shall be true and correct in all material respects if the failure of such representation and warranty to be true and correct would not result in a material adverse effect on the ability of the Investor to consummate the transactions contemplated by this Agreement; and

(ii)           the Company shall have received a certificate dated as of the Closing Date signed on behalf of the Investor by a senior officer certifying compliance with Section 1.2(d)(i).

(e)           The obligation of the Investor and any Purchasing Permitted Transferee to consummate the Closing is also subject to the fulfillment or waiver prior to the Closing of each of the following conditions:

(i)           the representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects (and, in the case of Section 2.1(b), in all respects) as though made on and as of the Closing Date (except that representations and warranties that by their terms speak as of an earlier date shall be true and correct as of such date) and the Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing; provided , that any representation and warranty of the Company shall be true and correct in all material respects if the failure of such representation and warranty to be true and correct would not result in a material adverse effect on the ability of the Company to consummate the transactions contemplated by this Agreement;

(ii)           the Investor shall have received from the general counsel or an assistant general counsel of the Company, or from Shearman & Sterling LLP, special counsel to the Company, legal opinions addressed to the Investor, dated as of the Closing Date, covering, (A) the Company’s due organization and valid existence, (B) the Company’s power to perform its obligations under this Agreement, (C) the Company’s due authorization, execution and delivery of this Agreement, (D) the Convertible Preferred Stock being duly authorized and validly issued, (E) the Common Stock deliverable upon conversion of the Convertible Preferred Stock to be validly issued, fully paid and non-assessable upon such delivery, and (F) the execution, delivery and performance by the Company of this Agreement not violating any laws covered by the opinion, in form and substance reasonably acceptable to the Investor;

(iii)           the Company shall have duly adopted and filed the Certificate of Designations with the Secretary of State of the State of Delaware and the Certificate of Designations shall have become effective; and

(iv)           the Investor shall have received a certificate dated as of the Closing Date signed on behalf of the Company by a senior officer certifying compliance with Section 1.2(e)(i).

2.1            Representations and Warranties of the Company .  Except as previously disclosed in its Annual Report on Form 10-K for the year ended December 31, 2007 or its other reports and forms filed with the Securities and Exchange Commission (the “ Commission ”) under Sections 12, 13, 14 or 15(d) of the Securities Exchange Act of 1934 (the “ Exchange Act ”), subsequent to January 1, 2008 (the “ SEC Reports ”) and prior to the date of this Agreement, the

Company represents and warrants to the Investor that as of the date hereof (or such other date so specified):

(a)            Organization, Authority and Significant Subsidiaries .  The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority to own its properties and conduct its business as currently conducted; and each subsidiary of the Company that is a “significant subsidiary” within the meaning of Rule 1-01(w) of Regulation S-X under the Securities Act and the Exchange Act (individually a “ Significant Subsidiary ” and collectively the “ Significant Subsidiaries ”) has been duly organized and is validly existing in good standing under the laws of its jurisdiction of organization.

(b)            Capitalization .  As of September 30, 2008 (the “ Capitalization Date ”) (1) the Company had 1,500,000,000 authorized shares of Common Stock; (2) the Company had 923,779,819 issued and outstanding shares of Common Stock; (3) the Company held 57,597,743 shares of Common Stock in its treasury; (4) the Company had granted stock options for a total of 54,646,133 shares of Common Stock, deferred and restricted stock for a total of 8,491,171 shares of Common Stock, performance deferred stock for a total of 2,987,991 shares of Common Stock and maintained a balance in its employee stock purchase plan of 3,895,738 shares of Common Stock; (5) the Company had 250,000,000 authorized shares of preferred stock and no preferred stock outstanding; (6) all of the issued and outstanding shares of Common Stock had been duly and validly authorized and issued and were fully paid and non-assessable; and (7) all of the issued shares of capital stock of each Significant Subsidiary had been duly and validly authorized and issued, were fully paid and non-assessable, and were owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims.  Except as set forth above or in connection with an aggregate of 4,000,000 Shares of Convertible Preferred Stock to be issued to the Investor and to the Kuwait Investment Authority, as of the date of this Agreement, (A) there are no shares of Common Stock or preferred stock reserved for issuance, (B) the Company does not have outstanding any securities providing the holder the right to acquire Common Stock or preferred stock, and (C) the Company does not have any commitment to authorize, issue or sell any Common Stock or preferred stock.

(c)            Authorization; Enforceability .  The Company has the requisite power and authority to enter into this Agreement and to carry out its obligations hereunder.  The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company.  This Agreement constitutes the valid and binding obligations of the Company enforceable against the Company in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and general equitable principles, regardless of whether such enforceability is considered in a proceeding at law or in equity (“ Bankruptcy Exceptions ”).

(d)            No Conflict .

(1)           Neither the execution, delivery and performance by the Company of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by the Company with any of the provisions hereof, will (1) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Significant Subsidiary under any of the terms, conditions or provisions of (A) its certificate of incorporation or by-laws or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Significant Subsidiary is a party or by which it may be bound, or to which the Company or any Significant Subsidiary or any of the properties or assets of the Company or any Significant Subsidiary may be subject, or (2) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Significant Subsidiary or any of their respective properties or assets except, in the case of clauses (1)(B) and (2), for those occurrences that would not reasonably be expected to have a material adverse effect on the ability of the Company to consummate the transactions contemplated by this Agreement.

(2)           Other than in connection or in compliance with the provisions of the Securities Act and the securities or blue sky laws of the various states, no notice to, filing with, review by, or authorization, consent or approval of, any Governmental Entity is necessary for the consummation by the Company of the transactions contemplated by this Agreement.

(e)            Company Financial Statements .

(1)           The consolidated financial statements of the Company and its consolidated subsidiaries included or incorporated by reference in the SEC Reports, present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates indicated therein and the consolidated results of their operations for the periods specified therein; and except as stated therein, such financial statements were prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis (except as may be noted therein).

(2)           Deloitte & Touche LLP, who have certified certain financial statements of the Company and its subsidiaries, are independent public accountants as required by the Act and the rules and regulations of the Commission.

(f)            Authorization of Convertible Preferred Stock .  As of the Closing Date, the shares of Convertible Preferred Stock will (A) be duly authorized by all necessary corporate

action on the part of the Company, (B) be validly issued, and (C) not have been issued in violation of any preemptive or other similar right.

(g)            Authorization of Common Stock Issuable upon Conversion of Convertible Preferred Stock .  The Common Stock issuable upon conversion of the Convertible Preferred Stock has been duly authorized and reserved and, when issued and delivered upon conversion of the Convertible Preferred Stock in accordance with the terms of the Certificate of Designations, will be validly issued, fully paid and nonassessable, and the issuance of such Common Stock will not be subject to any preemptive or similar rights.

(h)            Reports .  Since December 31, 2007 through the date of this Agreement, the Company has complied in all material respects with the filing requirements of Sections 13(a), 14(a) and 15(d) of the Exchange Act.  The SEC Reports, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Exchange Act, and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make such statements, in light of the circumstances in which they were made, not misleading.

2.2            Representations and Warranties of the Investor .  The Investor hereby represents and warrants to the Company that as of the date hereof:

(a)            Organization and Authority .  The Investor has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority to own its properties and conduct its business as currently conducted.

(b)            Authorization; Enforceability .  The Investor has the requisite power and authority to enter into this Agreement and to carry out its obligations hereunder.  The execution, delivery and performance of this Agreement by the Investor and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Investor.  This Agreement constitutes the valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms except as may be limited by the Bankruptcy Exceptions.

(c)            No Conflict .  Neither the execution, delivery and performance by the Investor of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by the Investor with any of the provisions hereof, will (l) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Investor under any of the terms, conditions or provisions of (A) its certificate of incorporation or by-laws or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Investor is a party or by which it may be bound, or to which the Investor or any of the properties or assets of the Investor may be subject, or

(2) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Investor or any of its respective prop