Exhibit
10.2

     

    [DOW
LETTERHEAD]

     

    March 4,
2009

     

    Citigroup
Global
Markets Inc.

    390
Greenwich Street

    New York,
New York 10013

     

    Merrill
Lynch, Pierce, Fenner & Smith Incorporated

    4 World
Financial Center

    250 Vesey
Street

    New York,
New York 10080

     

    Morgan
Stanley Senior Funding, Inc.

    1585
Broadway

    New York,
New York 10036

     

     

    Securities Issuance
Letter

     

    Ladies
and Gentlemen:

     

    We refer
to (i) the Credit Agreement, dated as of September 8, 2008, among The Dow
Chemical Company (the “Borrower”), various
lenders party thereto (the “Banks”), Citibank,
N.A., as Administrative Agent  (the “Administrative
Agent”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Morgan Stanley Senior Funding, Inc., as Co-Syndication Agents (as amended,
restated, supplemented or otherwise modified, the “Credit Agreement”)
and (ii) the First Amendment to the Credit Agreement, dated as of March 4, 2009
(the “First
Amendment”).  Capitalized terms used in this letter but not
defined herein shall have the meanings assigned thereto in the Credit
Agreement.

     

    This will
confirm that, subject to the occurrence of the First Amendment Effective Date
under the First Amendment, the occurrence of the Closing Date, compliance with
all applicable laws and regulations, and other customary conditions precedent,
the Borrower is committed to issuing up to $3 billion of debt prior to or within
90 calendar days after the Closing Date (subject to extension for periods of
market disruption and blackout periods and any additional time required to
prepare and/or obtain additional pro forma financials and/or comfort letters
from auditors necessitated as a result of the acquisition of the Target), so
long as (a) the yield on such debt is no higher than a rate separately agreed in
writing as of the date hereof between the Borrower and the Arrangers, (b) such
debt is unsecured and not guaranteed by any subsidiaries of the Borrower and (c)
unless otherwise agreed by the Borrower, such debt does not contain covenants,
defaults or other provisions materially adverse to the Borrower other than those
contained in the Borrower’s 5.7% Senior Notes due 2018 and a ratings-based
interest rate adjustment; provided that the
inability or other failure by the Borrower to issue or offer to issue such debt
shall not constitute a default under the Credit Agreement or other agreements of
the Borrower.

    
       

      *           *           *

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

       

       

      
        	 	Very truly
      yours,	 
	 	 	 
	 	 	 
	 	 	 
	 	THE DOW CHEMICAL
      COMPANY	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ GEOFFERY
      E. MERSZEI	 
	 	Name: 
    	Geoffery E.
      Merszei	 
	 	 	Executive
      Vice President and Chief Financial Officer	 


      

       

    

     

     

     

     

    Accepted
as of

    the date
first written above:

     

    CITIGROUP
GLOBAL MARKETS INC.

     

    
      
        	By:	
                 /s/ KEVIN A EGE

              	 


      

      Name: 
Kevin A Ege

    

    Title:   
Authorized Signatory

    


    


    MERRILL
LYNCH, PIERCE, FENNER & SMITH INCORPORATED

    
       

      
        
          	By:	
                   /s/ WAJEEH FAHEEM

                	 


        

        Name: 
Wajeeh Faheem

      

      Title:   
Managing Director

      


    

    


    MORGAN
STANLEY SENIOR FUNDING, INC.

    
       

      
        
          	By:	
                   /s/ ANISH SHAH

                	 


        

        Name: 
Anish Shah

      

      Title:   
Vice President