DOW CHEMICAL

Impact of Bhopal

2004 – Dow Chemical Company

Whereas Dow Chemical has acquired Union Carbide;

Whereas Union Carbide has failed to appear in court to face continuing criminal charges in the Indian Courts for culpable homicide, amounting to murder in the Bhopal disaster and has, therefore, been proclaimed an absconder from justice by the Bhopal Chief Judicial Magistrate;

Whereas by law in India the liability of Union Carbide for the offense of culpable homicide is wholly in the discretion of the courts and limited only by the company's total assets;

Whereas, our Chairman and CEO, William Stavropoulos, was quoted as saying, "Companies that don't meet their responsibilities to all their constituencies will have a difficult time. Responsible customers won't want to buy their products. Talented people won't want to work for them. Enlightened communities won't want them as neighbors, and wise investors won't entrust them with their economic futures" (The Business of Business Managing Corporate Social Responsibility: What Business Leaders are Saying and Doing 2002-2007).

Whereas Dow, through its wholly owned subsidiary Union Carbide, has become implicated in the continued controversy over the Bhopal criminal case, as well as remediation of contamination at the site and redress of health and economic concerns of the community, and the survivors and their supporters have refocused their efforts upon Dow;

Whereas 18 members of Congress have sent a letter to Dow management urging the company to provide medical rehabilitation and economic reparations for the victims of the tragedy; clean up contamination in and around the former factory site in Bhopal; provide alternative supplies of fresh water to the affected communities and ensure that the Union Carbide Corporation appears before the Chief Judicial Magistrate's court in Bhopal where it faces criminal charges of culpable homicide.

Whereas Dow Chemical has noted in its Global Public Report that sales and operations in Asia account for $3.3 billion in revenues and that performance businesses comprise 60% of that;

Whereas the Bhopal disaster may pose continuing reputational damage to Dow which, in the opinion of the proponents, may reasonably be expected to affect growth prospects in Asia and beyond;

Resolved, that shareholders request the management of Dow Chemical to prepare a report to shareholders by October 2004, at reasonable cost and excluding confidential information, quantifying and analyzing the impacts the Bhopal matter may reasonably pose on the company, its reputation, its finances and its expansion in Asia and elsewhere;

Resolved further, that the shareholders request management to institute new initiatives to address the specific health, environmental and social concerns of the survivors and include in the report a summary of all efforts made.