Item 8.01 Other Events

The agreement (the "Agreement") listed below is required to be filed as an exhibit to The Dow Chemical Company (the "Company") Annual Report on Form 10-K for the year ended December 31, 2012 (the "10-K"). For administrative convenience and to avoid further increasing the size of the 10-K, the Company is filing the Agreement as an exhibit to this optional Current Report on Form 8-K and will incorporate the Agreement into the 10-K by reference hereto.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No. Description

99.1 First Amendment to the Shareholders' Agreement, effective as of June 1, 2012, among Performance Chemicals Holding Company, Dow Saudi Arabia Holding B.V., Saudi Arabian Oil Company, Dow Europe Holding B.V. and the Company (portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission as part of an application for confidential treatment pursuant to the Securities Exchange Act of 1934, as amended).

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