December 2, 2002

William S. Stavropoulos

Chairman of the Board

Dow Chemical Company

2030 Dow Center

Midland, MI 48674

Michael D. Parker

President, CEO, and Director

Dow Chemical Company

2030 Dow Center

Midland, MI 48674

Dear Dr. Stavropoulos and Mr. Parker:

As institutional investors with approximately $13 billion in assets, we are writing with concern

about the ongoing controversy over the company’s accountability for the tragic chemical disaster

that occurred at Union Carbide’s Bhopal facility eighteen years ago.

As arguably the world’s worst industrial accident, Bhopal remains both a potent symbol around

the globe, and an ongoing medical disaster for the numerous residents of Bhopal. We were glad

to learn of your willingness to meet with representatives of Bhopal survivor groups during The

Dow Chemical Company’s annual general meeting in May.

We believe the continuing protests and media coverage around this issue pose a risk to Dow’s

reputation and a undermine Dow’s stated commitments to sustainability. We are also concerned

about a potential judgment the company may face in a pending lawsuit in the U.S. over

groundwater contamination from improper waste disposal at Union Carbide’s Bhopal facility as

well as ongoing litigation in Bhopal, India for compensation, environmental remediation, and

medical rehabilitation. We urge you to continue dialogue with representatives of Bhopal citizens

groups, to take their claims seriously, and to work towards a mutually acceptable solution.

We also view with concern Dow’s continued sale of products containing the insecticide

chlorpyrifos (known as Dursban in the U.S.) in India and other countries. As you are aware, last

year in the U.S. this chemical was pulled from consumer products designed for home use due to

concerns about its toxicity, especially to children. The tragic disaster in Bhopal occurred in large

part because a U.S.-based chemical company engaged in practices overseas that it would not

have engaged in here in the U.S. We are concerned that continuing global sales of chemicals

restricted in the U.S. for safety reasons represents a less dramatic, but equally troubling case of

double standards that pose a threat to the people of India and elsewhere. We urge Dow to adopt

global policies to prevent the company from being faced with charges of hypocrisy, and potential

future legal liabilities abroad and in U.S. courts.

We welcome your response about how Dow is addressing these sensitive issues, and appreciate

your time and attention to these matters.

Sincerely,

Steve Lippman, Senior Social Research Analyst, Trillium Asset Management

369 Pine Street, Suite 711, San Francisco, CA 94104

Conrad MacKerron, Director, Corporate Accountability Program, As You Sow Foundation

540 Pacific Avenue, San Francisco, CA 94133

Julie Gorte, Director, Social Research Department, Calvert Group, Ltd.

4550 Montgomery Avenue, Bethesda, Maryland 20814

Adam Kanzer, General Counsel, Domini Social Investments LLC

536 Broadway, 7th Floor, New York, NY 10012-3915

Bob Walker, Ethical Funds

1441 Creekside Drive, 8th Floor, Vancouver, BC V6J 4S7, Canada

Amy Perry, VP for Shareholder Advocacy, Green Century Capital Management

29 Temple Place, Suite 200, Boston, MA 02111

John Harrington, President & CEO of Harrington Investments, Inc.

1001 2nd Street, Suite 325 Napa, CA 94559

Neil Stallings, Director of Shareholder Advocacy, Progressive Asset Management

1730 Franklin Street, Suite 201, Oakland, CA 94612

Tim Smith, Senior Vice President, Walden Asset Management

40 Court St., Boston, MA 02108

 cc:

Bob Charlton, Global Vice President, Public Affairs

Larry Washington Jr., Corporate Vice President, EH&S, HR, Public Affairs

Richard L. Manetta, Corporate Vice President, General Counsel

Scott Noesen, Director of Sustainable Development