ex-1006.htm


     

    
      	 EXHIBIT
      10.6
	 
	 


    

     

    

      The
Dow Chemical Company

      Elective
Deferral Plan

      (Post
2004)

      Restated
and Effective January 1, 2010

      


      


      ARTICLE
I

      


      PURPOSE AND EFFECTIVE
DATE

      


      The
purpose of The Dow Chemical Company Elective Deferral Plan (“Plan”) is to aid
The Dow Chemical Company and its subsidiaries in retaining and attracting
executive employees by providing them with tax deferred savings
opportunities.  The Plan provides a select group of management and
highly compensated employees of The Dow Chemical Company and certain
subsidiaries with the opportunity to elect to defer receipt of specified
portions of compensation, and to have these deferred amounts treated as if
invested in specified Hypothetical Investment Benchmarks.  The
benefits provided under the Plan shall be provided in consideration for services
to be performed after the effective date of the Plan, but prior to the
executive’s Separation from Service.

      


      The Plan
is intended to (1) constitute an unfunded program maintained primarily for the
purpose of providing deferred compensation for a select group of management or
highly compensated Employees consistent with the requirements of
Sections 201(2), 301 (a)(3) and 401 (a)(1) of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA9, and (2) comply with
Section 409A of the Internal Revenue Code of 1986 (“Code”) and official
guidance issued thereunder.  Notwithstanding any other provision of
this Plan, this Plan shall be interpreted, operated and administered in a manner
consistent with these intentions.

      


      The Plan
shall be effective for deferrals made hereunder on or after January 1,
2005.  Amendments were made to the Plan on January 10, 2005 and
March 11 2005 to comply with the provisions of Code section 409A, and
a minor amendment was made to the Plan on January 23, 2006. On
September 1, 2006, the Plan was amended to further comply with the
provisions of Code section 409A and, effective September 1, 2006 and
January 1, 2007, to change the Hypothetical Investment
Benchmarks.  On November 1, 2006, the Plan was amended for Change
of Control language.  On December 31, 2008, the Plan was amended
and restated to comply with the requirements of Code section 409A and the final
regulations thereunder, effective January 1, 2009. On January 1, 2010,
minor amendments to the Plan were made via a Plan restatement to change the
Hypothetical Investment Benchmarks, to clarify the valuation date used for the
calculation of installment payments, and to eliminate the small balance
distribution.  For rules that apply to the distribution of amounts
that were earned and vested prior to 2005 (and earnings thereon) and are exempt
from the requirements of Code section 409A, refer to the plan document in
effect on October 3, 2004. For rules that apply to the distribution of
amounts that were earned and vested prior to January 1, 2010 (and earnings
thereon) refer to the plan document in effect on January 1, 2009 unless
such distributions have been further modified by a participant election per
section 7.02 below.

      


      


      ARTICLE
II

      


      DEFINITIONS

      


                 For
the purposes of this Plan, the following words and phrases shall have the
meanings indicated, unless the context clearly indicates otherwise:

      


                 Section
2.01  Administrator.  “Administrator”
means the Retirement Board appointed under the Dow Employees’ Pension
Plan.

      


                 Section
2.02  Base
Salary. “Base Salary” means the annual base rate of pay from the Company
at which a Participant is employed (excluding Performance Awards, commissions,
relocation expenses, and other non-regular forms of compensation) before
deductions under (A) deferrals pursuant to Section 4.02 and (B) contributions
made on his or her behalf to any qualified plan maintained by any Company or to
any cafeteria plan under Code section 125 maintained by any Company. “Base
Salary” for a Cadre Employee means the annual base rate of pay (excluding
Performance Awards, commissions, relocation expenses, and other non-regular
forms of compensation) before the deductions listed above payable to a Cadre
Employee while the Cadre Employee is on U.S. assignment.


      
        
           


        

        
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                 Section
2.03  Base
Salary Deferral.  “Base Salary Deferral” means the amount of a
Participant’s Base Salary which the Participant elects to have withheld on a
pre-tax basis from his or her Base Salary and credited to his or her Deferral
Account pursuant to Section 4.02.

      


                 Section
2.04  Beneficiary.
“Beneficiary” means the person, persons or entity designated by the
Participant to receive any benefits payable under the Plan pursuant to
Article VIII.

      


                 Section
2.05  Board.  “Board”
means the Board of Directors of The Dow Chemical Company.

      


                 Section
2.06  Cadre
Employee.  “Cadre Employee” means an employee who has been
authorized by Dow Europe GmbH to participate in the Cadre Pension Plan and who
earns compensation while on assignment in the U.S.

      


                 Section
2.07  Change
of Control.  For purposes of this Plan, a ‘Change of Control”
shall be deemed to have occurred on: (a) the date that any one person, or more
than one person acting as a group acquires, ownership of stock of The Dow
Chemical Company that, together with stock held by such person or group,
constitutes more than 50% of the total fair market value or total voting power
of the stock of The Dow Chemical Company, (b) the date that a majority of the
members of the Board of Directors of The Dow Chemical Company is replaced during
any 12-month period by directors whose appointment or election is not endorsed
by a majority of the directors before the date of the appointment or election,
(c) the date that any one person, or more than one person acting as a group,
acquires (or has acquired during the 12-month period ending on the date of the
most recent acquisition by such person or persons) ownership of stock of The Dow
Chemical Company possessing 30% or more of the total voting power of the stock
of such corporation, (d) the date that any one person, or more than one person
acting as a group, acquires (or has acquired during the 12-month period ending
on the date of the most recent acquisition by such person or persons) assets
from The Dow Chemical Company that has a total gross fair market value equal to
or more than 40% of the total gross fair market value of all of the assets of
The Dow Chemical Company immediately before such acquisition or acquisitions,
provided that the following asset transfers shall not result in a Change of
Control: (i) a transfer of assets to a stockholder of The Dow Chemical Company
in exchange for or with respect to its stock, (ii) a transfer to a corporation,
50% or more of the total value or voting power of which is owned, directly or
indirectly, by The Dow Chemical Company, (iii) a transfer to a person, or more
than one person acting as a group, that owns 50% or more of the stock of The Dow
Chemical Company, or (iv) a transfer to an entity, at least 50% of the total
value or voting power of which is owned, directly or indirectly, by a person
described in clause (iii). This definition of “Change of Control” is intended to
conform to the definition of a “change in ownership or effective control of a
corporation, or a change in the ownership of a substantial portion of the assets
of a corporation” as defined under Code section 409A and any subsequent
authority issued pursuant thereto, and no corporate event shall be considered a
Change of Control unless it meets such requirements.

      


                 Section
2.08  Code.  “Code” means
the Internal Revenue Code of 1986, as amended.

      


                 Section
2.09  Common
Stock.  “Common Stock” means the common stock of The Dow
Chemical Company.

      


                 Section
2.10  Company.  “Company”
means The Dow Chemical Company, its successors, any subsidiary or affiliated
organizations authorized by the Board or the Administrator to participate in the
Plan and any organization into which or with which The Dow Chemical Company may
merge or consolidate or to which all or substantially all of its assets may be
transferred.

      


                 Section
2.11  Deferral
Account. “Deferral Account” means the notional account established for
record keeping purposes for each Participant pursuant to
Article VI.

      


                 Section
2.12  Deferred
Amount.  “Deferred Amount” means the amount deferred pursuant
to Section 4.02.

      


                 Section
2.13  Designee.  “Designee”
means The Dow Chemical Company’s Global Compensation & Benefits Department
to whom the Administrator has delegated the authority to take action under the
Plan.

      


                 Section
2.14  Disabled.  “Disabled”
or “Disability” means a Participant who, by reason of any medically determinable
physical or mental impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than 12 months, is
receiving income replacement benefits for a period of not less than
3 months under the Company’s ERISA welfare plan that provides long-term
disability payments.  The Administrator, in its complete and sole
discretion, shall determine whether a Participant is Disabled. The Administrator
may require that the Participant submit to an examination on an annual basis, at
the expense of the Company at which such Participant was employed, by
a


      
        
           


        

        
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      competent
physician or medical clinic selected by the Administrator to confirm the
Participant is Disabled.  On the basis of such medical evidence, the
determination of the Administrator as to whether or not a condition of
Disability exists or continues shall be conclusive.

      


                 Section
2.15  Discretionary Company
Contribution. “Discretionary Company Contribution” means an amount
credited to a Participant’s Deferral Account pursuant to
Section 7.09.

      


                 Section
2,16  Domestic
Partner.  A person who is a member of a Domestic
Partnership.

      


                 Section
2.17  Domestic
Partnership.  A partnership of two people that meets the
definition of ‘Domestic Partnership” as defined in the Savings
Plan.

      


                 Section
2.18  Eligible
Compensation.  Eligible Compensation” means any Base Salary,
Performance Awards and any other monies treated as eligible compensation by The
Dow Chemical Company, payable to a Participant to the extent the Participant is
on the U.S. payroll of the Company at the time the amount would have otherwise
been paid to the Participant.  “Eligible Compensation” for a Cadre
Employee means any Base Salary, Performance Awards and any other monies treated
as eligible compensation by The Dow Chemical Company, payable to a Cadre
Employee while the Cadre Employee is on U.S. assignment.

      


                 Section
2.19  Eligible
Employee.  “Eligible Employee”’ means an employee of any
Company who: (i) is a United States employee or an expatriate who is paid from
one of The Dow Chemical Company’s U.S. entities, (ii) is a member of the
functional specialist/functional leader or global leadership job families, (Hi)
has a job level of 362 points or higher, (iv) is eligible for participation in
the Savings Plan, (v) is designated by the Administrator as eligible to
participate in the Plan as of September 30 for deferral of Base Salary and
Performance Awards, and (vi) qualifies as a member of the “select group of
management or highly compensated employees” under ERISA.  For purposes
of Section 7.09, Discretionary Company Contributions, only, “Eligible Employee”
means an employee who: (i) is a United States employee, (H) has terminated
employment with a foreign affiliate of the Company and has accepted employment
with one of the Company’s U.S. entities, (Hi) is eligible for a signing bonus
from one of the Company’s U.S. entities, (iv) has a job level of 208 points or
higher, (v) is eligible for participation in the Savings Plan and (vi) qualifies
as a member of the “select group of management or highly compensated employees”
under ERISA.

      


                 Section
2.20  ERISA.
  “ERISA” means the Employee Retirement Income Security Act of
1974, as amended.

      


                 Section
2.21  Executive Life Insurance.
“Executive Life Insurance” means a life insurance policy under TDCC
Executive Split Dollar Life Insurance Plan, or the UCC Executive Life Insurance
Plan.

      


                 Section
2.22  Fair
Market Value.  “Fair Market Value” of a share of Common Stock
means the closing price of The Dow Chemical Company’s Common Stock on the New
York Stock Exchange on the most recent day on which the Common Stock was so
traded that precedes the date the Fair Market Value is to be
determined.  The definition of Fair Market Value in this Section shall
be exclusively used to determine the values of a Participant’s interest in The
Dow Chemical Company Stock Index Fund (defined in Section 6.02(b)) for all
relevant purposes under the Plan.

      


                 Section
2.23  Form of
Payment.  “Form of Payment” means payment in one lump sum or in
substantially equal monthly, quarterly or annual installments not to exceed 15
years.

      


                 Section
2.24  Hardship
Withdrawal.  “Hardship Withdrawal” means the early payment of
all or part of the balance in a Deferral Account(s) in the event of an
Unforeseeable Emergency.

      


                 Section
2.25  Hypothetical Investment
Benchmark.  “Hypothetical Investment Benchmark” shall mean the
phantom investment benchmarks which are used to measure the return credited to a
Participant’s Deferral Account.

      


                 Section
2.26  Key
Employee.  “Key Employee” means any Eligible Employee or Cadre
Employee who has a job level of 820 points or higher as of his Separation from
Service.

      


                 Section
2.27  Matching
Contribution.  “Matching Contribution” means the amount of
annual matching contribution that each Company will make to the
Plan.


      
        
           


        

        
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                 Section2.28  Participant.  “Participant”
means any individual who is eligible and makes an election to participate in
this Plan by filing a Participation Agreement as provided in
Article IV.

      


                 Section
2.29  Participation
Agreement.  “Participation Agreement” means an agreement filed
by a Participant in accordance with Article IV.

      


                 Section
2.30  Performance
Awards.  “Performance Awards” means the amount paid in cash to
the Participant by any Company in the form of annual incentive bonuses for a
Plan Year.  “Performance Awards” for a Cadre Employee means the annual
incentive bonuses for a Plan Year payable to a Cadre Employee while the Cadre
Employee is on U.S. assignment.

      


                 Section
2.31 Performance
Deferral.  “Performance Deferral” means the amount of a
Participant’s Performance Award which the Participant elects to have withheld on
a pre-tax basis from his or her Performance Award and credited to his or her
account pursuant to Section 4.02.

      


                 Section
2.32  Phantom
Share Units.  “Phantom Share Units” means units of deemed
investment in shares of The Dow Chemical Company Common Stock so determined
under Section 6.02(b).

      


                 Section
2.33  Plan
Year.  “Plan Year” means a twelve-month period beginning
January 1 and ending the following December 31.

      


                 Section
2.34  Savings
Plan.  “Savings Plan” means The Dow Chemical Company Employees’
Savings Plan as it currently exists and as it may subsequently be
amended.

      


                 Section
2.35  Section
16 Participant. “Section 16 Participant” means an officer or
director of The Dow Chemical Company required to report transactions in The Dow
Chemical Company securities to the Securities and Exchange Commission pursuant
to Section 16(a) of the Securities Exchange Act of 1934.

      


                 Section
2.36  Separation from Service.
“Separation from Service” or “Separates from Service” means a “separation
from service” within the meaning of Section 409A of the Code, except that
in applying Section 1563(a)(1), (2), and (3) of the Code for purposes of
determining a controlled group of corporations under Section 414(b) and (c) of the Code,
and in applying Treasury Regulation section 1.414(c)-2 for purposes of
determining trades or businesses that are under common control under
Section 414(c) of the Code, the language “at least 45 percent” is used
instead of “at least 80 percent” each place it appears.

      


                 Section
2.37  Unforeseeable
Emergency.  “Unforeseeable Emergency’ means severe financial
hardship to the Participant resulting from an illness or accident of the
Participant, the Participant’s spouse, or a dependent (as defined in Code
section 152(a)) of the Participant loss of the Participant’s property due to
casualty, or other similar extraordinary and unforeseeable circumstances arising
as a result of events beyond the control of the Participant as determined by the
Administrator.  The amount of the distribution may not exceed the
amounts necessary to satisfy such emergency plus amounts necessary to pay taxes
reasonably anticipated as a result of the distribution, after taking into
account the extent to which such hardship is or may be relieved through
reimbursement or compensation by insurance or otherwise, by liquidation of the
Participant’s assets (to the extent the liquidation of such assets would not
itself cause severe financial hardship) or by cessation of the Participant’s
deferrals under the Plan.

      


                 Section
2.38  Valuation
Date.  “Valuation Date” means the 4th day
or the prior business day each calendar month or such other date as the
Administrator in its sole discretion may determine.

      


      


      ARTICLE
III

      


      ADMINISTRATION

      


                 Section
3.01  Administrator
Duties.  This Plan shall be administered by the
Administrator.  The Administrator shall act by a majority of its
members by vote at a meeting or by unanimous consent in writing.  If
all members of the Administrator are not available, a quorum, consisting of
three (3) members of the Administrator, may act by a majority of the quorum. It
may authorize one or more of its members to execute documents in its
behalf.  Any person, upon written notification of the authorization,
shall accept and rely upon that authorization until notified in writing that the
Administrator has revoked the authorization.  The Administrator shall
appoint a secretary (who may or may not be an Administrator


      
        
           


        

        
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      member)
to keep all minutes of its meetings and to receive and deliver all
notices.  The secretary shall record and, where appropriate,
communicate to all persons affected all delegations made by the Administrator of
its responsibilities, any rules and procedures adopted by the Administrator and
all other formal actions taken by the Administrator.  No member of the
Administrator shall vote or act on any matter relating solely to
him/herself.  The Administrator may meet by means of a conference
telephone or similar communications equipment that enables all persons
participating in the meeting to hear each other, and such participation in a
meeting shall constitute presence in person at the meeting and waiver of notice
of such meeting.

      
The
Administrator shall be responsible for the administration of this Plan and shall
have all powers necessary to administer this Plan, including discretionary
authority to determine eligibility for benefits and to decide claims under the
terms of this Plan, except to the extent that any such powers that are specially
vested in any other person administering this Plan by the
Administrator.  The Administrator may from time to time establish
rules for the administration on this Plan, and it shall have the exclusive right
to interpret this Plan and to decide any matters arising in connection with the
administration and operation of this Plan.  All rules, interpretations
and decisions of the Administrator shall be conclusive and binding on any
Company, Participants and Beneficiaries.

      
The
Administrator has delegated to the Designee responsibility for performing
certain administrative and ministerial functions under this Plan.  The
Designee shall be responsible for determining in the first instance issues
related to eligibility, Hypothetical Investment Benchmarks, distribution of
Deferred Amounts, determination of account balances, crediting of hypothetical
earnings and debiting of hypothetical losses and of distributions, withdrawals,
deferral elections and any other duties concerning the day-to-day operation of
this Plan.  The Administrator shall have discretion to delegate such
additional duties as it may determine.  The Designee may retain and
supervise outside providers, third party administrators, record keepers and
professionals (including in-house professionals) to perform any or all of the
duties delegated to it hereunder.

      


      Neither
The Dow Chemical Company, any other Company, a member of the Board, a member of
the Administrator nor the Designee shall be liable for any act or action
hereunder, whether of omission or commission, by any other member or employee or
by any agent to whom duties in connection with the administration of this Plan
have been delegated or for anything done or omitted to be done in connection
with this Plan.

      


      The Dow
Chemical Company shall, to the fullest extent permitted by law, indemnify each
director, officer or employee of The Dow Chemical Company (including the heirs,
executors, administrators and other personal representatives of such person),
each member of the Administrator and the Designee against expenses (including
attorneys’ fees), judgments, fines, amounts paid in settlement, actually and
reasonably incurred by such person in connection with any threatened, pending or
actual suit, action or proceeding (whether civil, criminal, administrative or
investigative in nature or otherwise) in which such person may be involved by
reason of the fact that he or she is or was serving this Plan in any capacity at
the request of The Dow Chemical Company, the Administrator or
Designee.

      


      Any
expense incurred by The Dow Chemical Company or the Administrator relative to
the administration of this Plan shall be paid by The Dow Chemical Company and/or
may be deducted from the Deferral Accounts of the Participants as determined by
the Administrator or Designee.

      


                 Section
3.02  Claim
Procedure. If a Participant or Beneficiary (“claimant’) makes a written
request alleging a right to receive payments under this Plan or alleging a right
to receive an adjustment in benefits being paid under this Plan, such actions
shall be treated as a claim for benefits. Benefits under this Plan shall be
payable only if the Designee or the Administrator, as the case may be,
determines, in its sole discretion, that a claimant is entitled to
them.

      


                   (a)                      All
initial claims for benefits under this Plan shall be sent to the Designee. If
the Designee determines that any individual who has claimed a right to receive
benefits, or different benefits, under this Plan is not entitled to receive all
or any part of the benefits claimed, the Designee shall inform the claimant in
writing of such determination and the reasons therefore in terms calculated to
be understood by the claimant.  The notice shall be sent within
90 days (45 days when the claim for benefits relates to receipt of
disability payments) of receipt of the claim unless the Designee determines that
additional time, not exceeding 90 additional days (30 days when the claim for
benefits relates to receipt of disability payments and a second additional 30
days for a benefits determination when the Designee determines the additional
time is necessary), is needed and so notifies the claimant in writing before the
expiration of the initial 90 day period (45 day period when the claim
relates to receipt of disability benefit payments).  Any written
notice of extension for review shall include the circumstances requiring
extension and date by which a decision is expected to be rendered.  A
written notice of denial of benefits shall (1) state specific reasons for the
denial, (2) make specific reference to the pertinent Plan provisions on which
the denial is based, (3) describe any additional material or information that is
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      explanation
of why such material or information is necessary, and (4) include a statement
that the claimant is entitled to receive, upon request and free of charge,
reasonable access to, and copies of all documents, records or other information
relevant (as defined by Department of Labor Regulation
Section 2560.503-1(m)) to the claim.  Such notice shall, in
addition, inform the claimant of the procedure that the claimant should follow
to take advantage of the review procedures set forth below in the event the
claimant desires to contest the denial of the claim, including the right to
bring a civil action under Section 502(a) of ERISA following exhaustion of
review procedures set forth herein.

      


                   (b)                      The
claimant may within 60 days (180 days when the review relates to
receipt of disability benefits) after notice of the denial submit, in writing,
to the Administrator a notice that the claimant contests the denial of his or
her claim and desires a further review by the Administrator.  During
the review process, the claimant has the right to submit written comments,
documents, records and other information relating to the claim for benefits,
which the Administrator shall consider without regard to whether the items were
considered upon the initial review.  The Administrator shall within
60 days thereafter review the claim and authorize the claimant to, upon
request and free of charge, have reasonable access to, and copies of all
documents, records or other information relevant (as defined by Department of
Labor Regulation Section 2560.503-1(m)) to the claim.  The
Administrator will render a final decision on behalf of The Dow Chemical Company
with specific reasons therefore in writing and will transmit it to the claimant
within 60 days (45 days when the claim relates to receipt of disability
payments) of the written request for review, unless the Administrator determines
that additional time, not exceeding 60 days (45 days when the claim
relates to disability payments), is needed, and so notifies the claimant in
writing before the expiration of the initial 60 day period (45 days
when the claim relates to disability payments).  In no event shall the
Administrator render a final decision later than the initial 60 days
(45 days when the claim relates to the receipt of disability payments) plus
the possible additional 60 days (45 days when the claim relates to the
receipt of disability payments) following receipt of the claimant’s
appeal.  Any written notice of extension for review shall include the
circumstances requiring extension and date by which a decision is expected to be
rendered.  A written notice of denial of benefits upon review shall
(1) state specific reasons for the denial, (2) make specific reference to the
pertinent Plan provisions on which the denial is based, and (3) include a
statement that the claimant is entitled to receive, upon request and free of
charge, reasonable access to, and copies of all documents, records or other
information relevant (as defined by Department of Labor Regulation
Section 2560.503-1(m)) to the claim.  Such notice shall, in
addition, inform the claimant of the right to bring a civil action under
Section 502(a) of ERISA.  If such determination is adverse to the
claimant, it shall be binding and conclusive unless the claimant notifies the
Administrator within 90 days after the mailing or delivery to him or her by
the Administrator of its determination that he or she intends to institute legal
proceedings challenging the determination of the Administrator, and actually
institutes such legal proceeding within 180 days after such mailing or
delivery.

      


      


      ARTICLE
IV

      


      PARTICIPATION

      


      Section
4.01  Participation.

      


                  (a)                      Eligible
Employees. In general, participation in the Plan shall be limited to Eligible
Employees who elect to participate in this Plan by filing a Participation
Agreement with the Administrator in accordance with the Company’s enrollment
procedures.  A Participation Agreement normally must be filed on or
prior to the November 30 (Eastern Standard Time) immediately preceding the
Plan Year in which the Eligible Compensation to which the Participation
Agreement relates is earned.  An individual shall not be eligible to
elect to participate in this Plan unless the individual qualifies as an Eligible
Employee for the Plan Year for which the election is made.  The
Administrator, in its sole discretion and to the extent permitted by Code
section 409A and the regulations or other guidance issued thereunder, may
permit a newly Eligible Employee to submit a Participation Agreement within
30 days after the date the Eligible Employee becomes eligible, and
deferrals shall commence as soon as practical thereafter for Eligible
Compensation earned after the Administrator receives a completed and timely
submitted Participation Agreement.

      
           (b)                      Cadre
Employees. Cadre Employees shall also be eligible to participate in the Plan by
filing a Participation Agreement with the Administrator in accordance with the
Company’s enrollment procedures.  A Participation Agreement normally
must be filed on or prior to the November 30 (Eastern Standard Time)
immediately preceding the Plan Year in which the Eligible Compensation to which
the Participation Agreement relates is earned.  The Administrator, in
its sole discretion and to the extent permitted by Code section 409A and
the regulations or other guidance issued thereunder, may permit a newly eligible
Cadre Employee to submit a Participation Agreement within 30 days after the
date the Cadre Employee becomes eligible, and deferrals shall commence as soon
as practical thereafter for Eligible Compensation earned after the Administrator
receives a completed and timely submitted Participation Agreement. In addition,
the Administrator, in


      
        
           


        

        
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      its sole
discretion and to the extent permitted by Code section 409A Code and the
regulations or other guidance issued thereunder, may permit a newly eligible
Cadre Employee for the first Plan Year in which the Cadre Employee is a resident
alien to make a deferral election in a timely manner as permitted under Treas.
Reg. Section 1.409A-2(c).

      


      Section
4.02  Contents of Participation Agreement.

      


                 (a)                      Eligible
Employees. Subject to Article VII, each Participation Agreement shall set
forth the amount of Eligible Compensation for the Plan Year to which the
Participation Agreement relates that is to be deferred under the Plan (the
“Deferred Amount”), expressed as either a dollar amount or a percentage of the
Base Salary and Performance Awards for such Plan Year; provided, that the
minimum Deferred Amount for any Plan Year shall not be less than 5% (in 5%
increments) of Base Salary and/or 5% (in 5% increments) of any Performance Award
and the maximum Deferred Amount for any Plan Year shall not exceed 50% of Base
Salary and 85% of any Performance Award. Effective for deferrals earned on or
after January 1, 2010, the maximum Deferred Amount for any Plan Year shall
not exceed 75% of Base Salary and 100% of Performance Award.  In
accordance with the provisions contained in Article VII, each Participation
Agreement shall also set forth a time and Form of Payment of a Deferred Amount.
Participation Agreements are to be completed in a format specified by the
Administrator. Notwithstanding the foregoing, if a Participant shall have failed
to designate properly the form of payment of the Participant’s benefit under the
Plan, such payment will be in a lump sum.

      


                  (b)                      Cadre
Employees. A Cadre Employees Participation Agreement shall set forth the amount
of Base Salary for the Plan Year to which the Participation Agreement relates
that is to be deferred under the Plan (the “Deferred Amount’), expressed as a
whole percentage of the Base Salary for such Plan Year; provided that the
maximum Deferred Amount for any Plan Year shall not exceed 15% of Base
Salary.  In addition, each Participation Agreement shall, in
accordance with the provisions contained in Article VII, set forth a time and
Form of Payment of a Deferred Amount.  Participation Agreements are to
be completed in a format specified by the Administrator.

      


                 Section
4.03  Modification or
Revocation of Election by Participant.  A Participant may not
change the amount of his or her Deferred Amount during a Plan Year.  A
Participants Participation Agreement may not be made, modified or revoked
retroactively.

      


      


      ARTICLE
V

      


      DEFERRED
COMPENSATION

      


                 Section
5.01  Elective
Deferred Compensation.  The Deferred Amount of a Participant
with respect to each Plan Year of participation in the Plan shall be credited to
the Participant’s Deferral Account as and when such Deferred Amount would
otherwise have been paid to the Participant. If a Participant is employed at a
Company other than The Dow Chemical Company, such Company shall pay or transfer
the Deferred Amounts for all such Company’s Participants to The Dow Chemical
Company as and when the Deferred Amounts are withheld from a Participants Base
Salary or Performance Award. Such forwarded Deferred Amounts will be held as
part of the general assets of The Dow Chemical Company.  The earnings
credit under Section 6.02 based on a Participants investment selection among the
Hypothetical Investment Benchmarks specified in Appendix A hereto, as amended by
the Administrator from time to time, shall be borne by The Dow Chemical
Company.  To the extent that any Company is required to withhold any
taxes or other amounts from the Deferred Amount pursuant to any state, Federal
or local law, such amounts shall be taken out of other compensation eligible to
be paid to the Participant that is not deferred under this Plan.

      


                 Section
5.02    Vesting of Deferral
Account. Except as provided in Sections 7.09 and 7.10, a Participant
shall be 100% vested in his or her Deferral Account as of each Valuation
Date.

      


      


      ARTICLE
VI

      


      MAINTENANCE AND INVESTMENT
OF ACCOUNTS

      


                 Section
6.01  Maintenance of
Accounts.  Separate Deferral Accounts shall be maintained for
each Participant.  More than one Deferral Account may be maintained
for a Participant as necessary to reflect (a) various Hypothetical Investment
Benchmarks and/or (b) separate Participation Agreements specifying different
times and Forms of Payment.  A Participants Deferral Account(s) shall
be utilized solely as a device for the measurement and determination of the
amounts to


      
        
           


        

        
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      be paid
to the Participant pursuant to this Plan, and shall not constitute or be treated
as a trust fund of any kind.  The Administrator shall determine the
balance of each Deferral Account, as of each Valuation Date, by adjusting the
balance of such Deferral Account as of the immediately preceding Valuation Date
to reflect changes in the value of the deemed investments thereof, credits and
debits pursuant to Section 6.02 and Section 7.08 and distributions
pursuant to Article VII with respect to such Deferral Account since the
preceding Valuation Date.

       

                 Section
6.02  Hypothetical Investment
Benchmarks.  (a) Each Participant shall be entitled to direct
the manner in which his or her Deferral Accounts will be deemed to be invested,
selecting among the Hypothetical Investment Benchmarks specified in Appendix A
hereto, as amended by the Administrator from time to time, and in accordance
with such rules, regulations and procedures as the Administrator may establish
from time to time.  Notwithstanding anything to the contrary herein,
earnings and losses based on a Participant’s investment elections shall begin to
accrue as of the date such Participant’s Deferred Amounts are credited to his or
her Deferral Accounts.  Participants, except for Section 16
Participants, can reallocate among the Hypothetical Investment Benchmarks on a
daily basis. Section 16 Participants can reallocate among the Hypothetical
Investment Benchmarks in accordance with such rules, regulations and procedures
as the Administrator may establish from time to time.

       

                   (b)
(i)                The
Hypothetical Investment Benchmarks available for Deferral Accounts will include
“The Dow Chemical Company Stock Index Fund.”  The Dow Chemical Company
Stock Index Fund will consist of deemed investments in shares of The Dow
Chemical Company Common Stock including reinvestment of dividends and stock
splits. Deferred Amounts that are deemed to be invested in The Dow Chemical
Company Stock Index Fund shall be converted into Phantom Share Units based upon
the Fair Market Value of the Common Stock as of the date(s) the Deferred Amounts
are to be credited to a Deferral Account.  The portion of any Deferral
Account that is invested in The Dow Chemical Company Stock Index Fund shall be
credited, as of each dividend payment date, with additional Phantom Share Units
of Common Stock with respect to cash dividends paid on the Common Stock with
record dates during the period beginning on the day after the most recent
preceding Valuation Date and ending on such Valuation Date.

      


                   (ii)                      When
a reallocation or a distribution of all or a portion of a Deferral Account that
is invested in The Dow Chemical Company Stock Index Fund is to be made, the
balance in such a Deferral Account shall be determined by multiplying the Fair
Market Value of one share of Common Stock on the most recent Valuation Date
preceding the date of such reallocation or distribution by the number of Phantom
Share Units to be reallocated or distributed. Upon a distribution, the amounts
in The Dow Chemical Company Stock Index Fund shall be distributed in the form of
cash having a value equal to the Fair Market Value of a comparable number of
actual shares of Common Stock.

      


                   (iii)                      In
the event of a reorganization, recapitalization, stock split, stock dividend,
combination of shares, merger, consolidation, or other change in the corporate
structure of The Dow Chemical Company affecting Common Stock, or a sale by The
Dow Chemical Company of all or part of its assets, or any distribution to
stockholders other than a normal cash dividend, then the Administrator may make
appropriate adjustments to the number of Phantom Share Units credited to any
Deferral Account.  The determination of the Administrator as to such
adjustments, if any, to be made shall be conclusive.

      


      Section
16 Participants may not elect to direct their Deferral Amount into the
Hypothetical Investment Benchmark of The Dow Chemical Company Stock Index
Fund.

      


                   (iv)                      Notwithstanding
any other provision of this Plan, the Administrator shall adopt such procedures
as it may determine are necessary to ensure that with respect to any Participant
who is actually or potentially subject to Section 16(b) of the Securities
Exchange Act of 1934, as amended, the crediting of deemed shares to his or her
Deferral Account is deemed to be an exempt purchase for purposes of such Section
16(b), including without limitation requiring that no shares of Common Stock or
cash relating to such deemed shares may be distributed for six months after
being credited to such Deferral Account.

      


                 Section
6.03  Statement of Accounts.
Each Participant shall be issued quarterly statements of his or her
Deferral Account(s) in such form as the Administrator deems desirable, setting
forth the balance to the credit of such Participant in his or her Deferral
Account(s) as of the end of the most recently completed
quarter.


      
        
           


        

        
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      ARTICLE
VII

      


      BENEFITS

      


      Section
7.01  Time and
Form of Payment.

      


      (a)               For Deferral
Accounts for years prior to 2010. The Dow Chemical Company shall pay to the
Participant the balance of each Deferral Account at the time and in the Form of
Payment as provided in this Article 7.01(a). A separate distribution
election can be made for Base Salary and Performance Award. If the Participant
is employed at a Company other than The Dow Chemical Company, such Company shall
pay the balance of such Participants Deferral Account, pursuant to the terms of
the Plan, and The Dow Chemical Company shall reimburse such Company for any such
payments.

      


                   (i)                  
    Distributions in a Specific Year. A Participant may
elect in a Participation Agreement to have a Deferral Account be distributed in
a lump sum (determined as of the most recent Valuation Date preceding the
payment date) in cash in a specific future year or be distributed in installment
payments (either annual or monthly from 2 to 15 years) beginning in a
specific future year. Distributions pursuant to this Section 7.01(a) shall
be made or commence on the January 31 (or the last immediately preceding
business day of January if such January 31st is not a business day) of the
year that the Participant has selected to begin receiving
distributions.  If a Participant has selected quarterly installment
payments, such distributions shall commence on the March 31 (or the last
immediately preceding business day of March if such March 31st is not a
business day) of the year that the Participant has selected to begin receiving
distributions. The minimum deferral period is 12 months for Base Salary and
24 months for Performance Awards.

      


                   (ii)                      Distributions
upon Separation from Service. Alternatively, a Participant may elect in a
Participation Agreement to have a Deferral Account be distributed (i) in a lump
sum (determined as of the most recent Valuation Date preceding the payment date)
in cash in the year after the year in which the Participant’s Separation from
Service occurs, (ii) in installment payments (either annual, quarterly or
monthly for up to 15 years) beginning in the year after the year in which the
Participant’s Separation from Service occurs, (iii) in a lump sum (determined as
of the most recent Valuation Date preceding the payment date) in cash in the
second year after the year in which the Participant’s Separation from Service
occurs, or (iv) in installment payments (either annual, quarterly or monthly for
up to 15 years) beginning in the second year after the year in which the
Participant’s Separation from Service occurs. Except when a Participant elects
quarterly installment payments, such distributions pursuant to this Section
7.01(b) shall be made or commence on the January 31 (or the last
immediately preceding business day of January if such January 31st is not a
business day) of the applicable year.  If a Participant has selected
quarterly installment payments, such distributions pursuant to this
Section 7.01(b) shall commence on the March 31st (or the last
immediately preceding business day of March if such March 31st is not a
business day) of the applicable year.

      


                   (iii)                      Distributions
upon Separation from Service by a Key Employee.  Notwithstanding the
foregoing, distributions may not be made to a Key Employee upon a Separation
from Service before the date which is six months after the date of the Key
Employee’s Separation from Service (or, if earlier, the date of the Key
Employee’s death).

      


                   (iv)                      Calculation
of Installments.  If a Participant has elected in a Participation
Agreement to have a Deferral Account be distributed in installment payments,
each installment payment shall equal the balance of such Deferral Account as of
the most recent Valuation Date preceding the payment date, times a fraction, the
numerator of which is one and the denominator of which is the number of
remaining installment payments.  Each subsequent installment shall be
paid on or about the succeeding anniversary of such first payment or in
quarterly or monthly intervals, if selected.  Each such installment
shall be deemed to be made on a pro rata basis from each of the different deemed
investments of the Deferral Account (if there is more than one such deemed
investment).

      


      (b)               For Deferral Accounts
for years 2010 and later, The Dow Chemical Company shall pay to the Participant
the balance of each Deferral Account at the time and in the Form of Payment as
provided in this Article 7.01(b). A separate distribution election can be
made for Base Salary and Performance Award. If the Participant is employed at a
Company other than The Dow Chemical Company, such Company shall pay the balance
of such Participants Deferral Account, pursuant to the terms of the Plan, and
The Dow Chemical Company shall reimburse such Company for any such
payments.

      


                   (i)      
                Distributions
in a Specific Year. A Participant may elect in a Participation Agreement to have
a Deferral Account be distributed in a lump sum (determined as of the most
recent Valuation Date preceding the payment date) in cash in a specific future
year or be distributed in installment payments (either annual or monthly from 2
to 15 years) beginning in a


      
        
           


        

        
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      specific
future year. Distributions pursuant to this Section 7.01(a) shall be made or
commence within the month elected by the participant.

      


                   (ii)                      Distributions
upon Separation from Service. Alternatively, a Participant may elect in a
Participation Agreement to have a Deferral Account be distributed (i) in a lump
sum (determined as of the most recent Valuation Date preceding the payment date)
in cash commencing within 60 days in which the Participant’s Separation from
Service occurs (ii) in a lump sum (determined as of the most recent Valuation
Date preceding the payment date) in cash commencing within 60 days
following the twelve months anniversary from the Participant’s Separation from
Service, (iii) in installment payments (either annual or monthly from 2 to 15
years) in cash commencing within 60 days following the Participant’s Separation
from Service, or (iv) in installment payments (either annual or monthly from 2
to 15 years) in cash commencing within 60 days following the twelve months
anniversary from the Participant’s Separation from Service

      


                   (iii)                      Distributions
upon Separation from Service by a Key Employee.  Notwithstanding the
foregoing, distributions may not be made to a Key Employee upon a Separation
from Service before the date which is six months after the date of the Key
Employee’s Separation from Service (or, if earlier, the date of the Key
Employee’s death).

      


                   (iv)                      Calculation
of Installments.  If a Participant has elected in a Participation
Agreement to have a Deferral Account be distributed in installment payments,
each installment payment shall equal the balance of such Deferral Account as of
the most recent Valuation Date preceding the payment date, times a fraction, the
numerator of which is one and the denominator of which is the number of
remaining installment payments.  Each subsequent installment shall be
paid on or about the succeeding anniversary of such first payment or in
quarterly (applicable for disbursement elections made prior to January 1,
2010) or monthly intervals, if selected.  Each such installment shall
be deemed to be made on a pro rata basis from each of the different deemed
investments of the Deferral Account (if there is more than one such deemed
investment).

      


                    Section
7.02  Changing
Time or Form of Benefit.  A Participant may subsequently elect
an alternative time or Form of payment as available under Section 7.01 by
written election flied with the Administrator; provided, however,
that:

      


      
        	
                 
      

              	
                (a)

              	
                the
      election will not be effective for the twelve (12) month period after the
      date on which the election is made;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                the
      election must be made at least twelve (12) months prior to the date the
      distribution is scheduled to be made or commence;
  and,

              


      

      


      
        	
                 
      

              	
                (c)

              	
                a
      distribution may not be made earlier than at least five (5) years
      following the date the distribution would have been made or
      commenced.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                the
      election may not cause the payments to be
  accelerated

              


      

      


      
        	
                 
      

              	
                (e)

              	
                quarterly
      installments are no longer a disbursement election effective
      January 1, 2010.

              


      

      


                 Section
7.03  Survivor
Benefit.  Notwithstanding any election by a Participant in a
Participation Agreement or provisions of the Plan to the contrary, if a
Participant dies prior to receiving full payment of his or her Deferral
Account(s), The Dow Chemical Company shall pay the remaining balance (determined
as of the most recent Valuation Date preceding death) to the Participant’s
Beneficiary or Beneficiaries (as the case may be) in a lump sum in cash as soon
as administratively practicable within 90 days after the Participant’s
death, provided that such beneficiary or beneficiaries shall not have the right
to designate the taxable year of payment.  If a Participant was
employed at a Company other than The Dow Chemical Company, such Company shall
pay the remaining balance of such deceased Participant’s Deferral Account in
accordance with the preceding sentence, and The Dow Chemical Company shall
reimburse the Company for such payment.

       

                 Section
7.04  Disability.  Notwithstanding
any election by a Participant in a Participation Agreement or provisions of the
Plan to the contrary, if a Participant incurs a Disability prior to receiving
full payment of his or her Deferral Account(s), The Dow Chemical Company shall
pay the remaining balance (determined as of the most recent Valuation Date
preceding death) to the Participant in a lump sum in cash as soon as
administratively practicable within 90 days after the Participant becomes
Disabled, provided that the Participant shall not have the right to designate
the taxable year of payment.  If a Participant was employed at a
Company other than The Dow Chemical Company, such Company shall pay the
remaining balance of such Participant’s Deferral Account in accordance with the
preceding sentence, and The Dow Chemical Company shall reimburse the Company for
such payment.


      
        
           


        

        
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                 Section
7.05  Hardship
Withdrawals.  Notwithstanding the provisions of
Section 7.01 and any elections by a Participant in a Participation
Agreement a Participant shall be entitled to early payment of all or part of the
balance in his or her Deferral Account(s) in the event of an Unforeseeable
Emergency, in accordance with this Section 7.06.  A distribution
pursuant to this Section 7.06 may only be made to the extent reasonably
needed to satisfy the Unforeseeable Emergency need, and may not be made if such
need is or may be relieved (i) through reimbursement or compensation by
insurance or otherwise, (ii) by liquidation of the Participant’s assets to the
extent such liquidation would not itself cause severe financial hardship, or
(ii) by cessation of participation in the Plan.  An application for an
early payment under this Section 7.06 shall be made to the Administrator in
such form and in accordance with such procedures as the Administrator shall
determine from time to time.  The determination of whether and in what
amount a distribution will be permitted pursuant to this Section 7.06 shall
be made by the Administrator.  Upon such an early payment under this
Section 7.06 in a Plan Year, the Participant’s deferral election pursuant
to Section 4.02 shall be cancelled with respect to any Deferred Amounts
that would otherwise be deferred for the remainder of such Plan
Year.

      


                 Section
7.06  Change
of Control.  In accordance with the Company’s procedures and to
the extent permitted by Code section 409A, a Participant may elect in a
Participation Agreement that, if a Change of Control occurs, the Participant
shall receive a lump sum payment of the balance of the Participant’s applicable
Deferral Account within thirty (30) days after the Change of
Control.  Certain Participants were provided with transition elections
during the Code section 409A transition period to have their 2005-2008
Deferral Accounts, if any, paid in a lump sum within thirty (30> days
after a Change of Control.  In the event a Participant did not elect
to have his 2005-2008 Deferral Accounts, if any, paid in a lump sum upon a
Change of Control, such 2005— 2008 Deferral Accounts, if any, will be
distributed in accordance with the Participant’s Distribution elections in the
relevant Participation Agreements.

      


                 Section
7.07  Matching
Contribution.  Each Eligible Employee who elects to make
deferrals of Eligible Compensation to the Plan will be credited with a Matching
Contribution utilizing the same formula authorized under the Savings Plan for
employer matching contributions.  For purposes of calculating the
match under this Plan, The Dow Chemical Company will assume each Participant is
contributing the maximum allowable amount to the Savings Plan and receiving a
match thereon.  The Matching Contribution calculated under provisions
of this Plan will be reduced by this assumed match from the Savings
Plan.  The amount of the Matching Contribution may be based on a
formula that takes into account a Participant’s overall compensation and may be
subject to maximum or minimum limitations.  The Matching Contribution
shall be credited to the Deferral Account as soon as administratively feasible
within the first 60 days of the following Plan Year.  The
Matching Contribution shall be invested among the same Hypothetical Investment
Benchmarks as defined in 6.02 in the same proportion as the elections made by
the Participant governing the Eligible Compensation deferrals of the Participant
at such time.  The Matching Contribution for a Plan Year shall be
distributed to the Participant at the same time and in the same Form of Payment
as the Participant’s Deferred Amount (and earnings thereon) for such Plan Year
in accordance with this Article VII, and will vest one hundred percent (100%) on
the date credited to the Participant’s account. In the event a Participant has
elected one time and Form of Payment with respect to his or her Base Salary
Deferral for such Plan Year and another time and Form of Payment with respect to
his or her Performance Deferral for such Plan Year, the Matching Contribution
(and earnings thereon) for such Plan Year shall be distributed in accordance
with the time and Form of Payment applicable to the Participant’s Base Salary
Deferral for such Plan Year.  A Cadre Employee is not eligible for a
Matching Contribution.

      


      If a
Participant is employed by a Company, other than The Dow Chemical Company, an
amount equal to all Matching Contributions credited to Participants of such
Company shall be paid or transferred in full by such Company to The Dow Chemical
Company as of the date such Matching Contribution is credited to a Participant’s
Deferral Account. The Dow Chemical Company shall hold such amounts as part of
the general assets of The Dow Chemical Company.

      


                 Section
7.8  Discretionary Company
Contributions.  Any Company may at any time contribute a
discretionary Company contribution. This discretionary Company contribution may
be for payments including, but not limited to, signing or retention
bonuses.  The amount of the discretionary Company contribution may
vary from payroll period to payroll period throughout the Plan Year may be based
on a formula which takes into account a Participant’s overall compensation, and
otherwise may be subject to maximum or minimum limitations.  The
discretionary Company contribution shall be credited to the Deferral Account as
soon as administratively feasible following the end of the payroll
period.  The discretionary contribution shall be invested among the
same Hypothetical Investment Benchmarks as defined in 6.02 in the same
proportion as the elections made by the Participant governing the deferrals of
the Participant at the time, or if none, BGI LifePath (according to age).
Subject to the other provisions contained in this Article VII, if no
distribution election is made, any vested discretionary contribution (and
earnings thereon) shall be distributed to the Participant in cash in a lump sum
within 60 days following the Participant’s Separation from
Service.  Any vesting schedule shall be determined by
the


      
        
           


        

        
          130

          
            

          

        

        
           


        

      


      Administrator
at the time the discretionary Company contribution is made. A Cadre Employee is
not eligible for a discretionary Company contribution.

      


      If a
Participant is employed at a Company other than The Dow Chemical Company, such
Company shall pay or transfer to The Dow Chemical Company any amounts designated
as discretionary Company contributions for all such Participants as of the date
such discretionary Company contributions are credited to a Participant’s
Deferral Account.  The Dow Chemical Company shall hold such amounts as
part of the general assets of The Dow Chemical Company.

      


                 Section
7.9  Special
Cadre Plan Contributions. Each Cadre Employee will be credited with a
nondiscretionary Company contribution equal to (1) 4% of the Cadre Employee’s
monthly Base Salary for each month while he is an eligible to participate in the
Plan, and (2) 12% of the Cadre Employee’s Performance Awards received annually
while he is eligible to participate in the Plan.  The Company
contribution shall be credited to the Deferral Account as soon as
administratively feasible following the end of the applicable
period.  The Company contribution shall be invested among the same
Hypothetical Investment Benchmarks as defined in 6.02 in the same proportion as
the elections made by the Participant governing the deferrals of the Participant
at the time, or if none, BGI LifePath (according to age).  Subject to
the other provisions contained in this Article VII, the Company contribution
shall be distributed to the Participant at the same time and in the same form as
the Participants deferrals for the Plan Year in which the nondiscretionary
Company contribution is made in accordance with this Article VII.  In
the event a Participant has elected one time and Form of Payment with respect to
his or her Base Salary Deferral for such year and another time and Form of
Payment with respect to his or her Performance Deferral for such year, the
Company contribution (and earnings thereon) for such year shall be distributed
in accordance with the time and Form of Payment applicable to the Participant’s
Base Salary Deferral for such year. If no base salary deferral election is made
by the Participant, the nondiscretionary Company contribution distribution will
be made via lump sum at separation per section 7.01. The nondiscretionary
Company contributions will vest one hundred percent (100%) on the date the
Participant is eligible to participate in the Plan.

      


      If a
Participant is employed by a company other than The Dow Chemical Company, an
amount equal to all nondiscretionary Company contributions credited to
Participants of such company shall be paid or transferred in full by such
company to The Dow Chemical Company as of the date such contribution is credited
to a Participant’s Deferral Account.  The Dow Chemical Company shall
hold such amounts as part of the general assets of The Dow Chemical
Company.

      


                 Section
7.10  Withholding of Taxes.
Notwithstanding any other provision of this Plan, any Company shall
withhold from payments made hereunder any amounts required to be so withheld by
any applicable law or regulation.  The Company may also accelerate and
pay a portion of a Participant’s benefits in a lump sum equal to the Federal
Insurance Contributions Act (“FICA”) tax imposed and the income tax withholding
related to such FICA amounts.

      


                 Section
7.11  Distribution Upon
Inclusion in Income.  Notwithstanding the foregoing, if a
portion of the Participant’s Deferral Account balance is includible in income
under Code section 409A, such portion shall be distributed immediately to
the Participant.

      


      


      ARTICLE
VIII

      


      BENEFICIARY
DESIGNATION

      


                 Section
8.01  Beneficiary
Designation.  Each Participant shall have the right, at any
time, to designate any person, persons or entity as his or her Beneficiary or
Beneficiaries.  A Beneficiary designation shall be made, and may be
amended, by the Participant by filing a written designation with the
Administrator, on such form and in accordance with such procedures as the
Administrator shall establish from time to time.

      


                 Section
8.02  No
Beneficiary Designation.  If a Participant or Beneficiary fails
to designate a Beneficiary as provided above or if all designated Beneficiaries
predecease the Participant or his or her Beneficiary, then the Participant’s
Beneficiary shall be deemed to be, in the following order:

      


      (a) to
the spouse or Domestic Partner of such person, if any;

      (b) to
the children of such person, if any;

      (c) to
the beneficiary of any company paid life insurance of such person, if
any:

      (d) to
the beneficiary of the Executive Life Insurance of such person, if
any;


      
        
           


        

        
          131

          
            

          

        

        
           


        

      


      (e) to
the beneficiary of any Company-sponsored life insurance policy for which any
Company pays all or part of the premium of such person, if any; or

      (f) to
the deceased person’s estate.

      


      


      ARTICLE
IX

      


      AMENDMENT AND TERMINATION OF
PLAN

      


                 Section
9.01  Amendment.  The
Board may at any time amend this Plan in whole or in part, provided, however,
that no amendment shall be effective to decrease the balance in any Deferral
Account as accrued at the time of such amendment, nor shall any amendment
otherwise have a retroactive effect.  Notwithstanding the foregoing,
no amendment of the Plan shall apply to amounts that were earned and vested
(within the meaning of Code section 409A and regulations thereunder) under
the Plan prior to 2005, unless the amendment specifically provides that it
applies to such amounts.  The purpose of this restriction is to
prevent a Plan amendment from resulting in an inadvertent “material
modification” to amounts that are “grandfathered” and exempt from the
requirements of Code section 409A.

      


                 Section
9.02  Company’s Right to
Terminate.  The Board may at any time terminate the Plan with
respect to future Participation Agreements.  The Board may also
terminate the Plan in its entirety at any time for any reason, including without
limitation if, in its judgment, the continuance of the Plan, the tax,
accounting, or other effects thereof, or potential payments thereunder would not
be in the best interests of The Dow Chemical Company.  Any plan
termination made pursuant to this Section 9.02 shall be performed in a manner
consistent with the requirements of Code section 409A and any regulations
or other applicable guidance issued thereunder. In the event a Participant is
employed by a Company other than The Dow Chemical Company at the time
distributions are made as a result of the plan termination and such Company
makes the required payments to the Participant, The Dow Chemical Company shall
transfer to such Company an amount equal to the amount paid to the Participant
on account of termination of the Plan. Any Company may cease participation in
the Plan for any reason by notifying The Dow Chemical Company in writing at
least 30 days prior to such Company’s cessation of participation. Payments
to Participants by any such Company will commence in accordance with the terms
of the Plan and the Company’s cessation of participation will otherwise comply
with Code section 409A.

      


                 Section
9.03  Effect
of Amendment or Termination.  Except as provided in the next
sentence, no amendment or termination of the Plan shall adversely affect the
rights of any Participant to amounts credited to his Deferral Accounts as of the
effective date of such amendment or termination. Upon termination of the Plan,
distribution of balances in Deferral Accounts shall be made to Participants and
beneficiaries in the manner and at the time described in Article VII,
unless the Company determines in its sole discretion that all such amounts shall
be distributed upon termination in accordance with the requirements under Code
section 409A.  Upon termination of the Plan, no further deferrals
of Eligible Compensation shall be permitted; however, earnings, gains and losses
shall continue to be credited to Deferral Account balances in accordance with
Article VI until the Deferral Account balances are fully
distributed.

      


      


      ARTICLE
X

      


      MISCELLANEOUS

      


                 Section
10.01  Unfunded
Plan.  This Plan is intended to be an unfunded plan maintained
primarily for the purpose of providing deferred compensation for a select group
of management or highly compensated employees, within the meaning of
Sections 201, 301 and 401 of ERISA and therefore meant to be exempt from
Parts 2, 3 and 4 of Title I of ERISA. All payments pursuant to the Plan shall
first be made from the general assets of The Dow Chemical Company, as the entity
primarily liable for such payments, and no special or separate fund shall be
established or other segregation of assets made to assure payment.  As
described above, if a Participant is employed at a Company other than The Dow
Chemical Company, such Company shall pay such Participant’s Deferral Account
balance to such Participant according to the terms of the Plan, and The Dow
Chemical Company shall reimburse such Company for the amount of the payment In
the event The Dow Chemical Company is insolvent or is otherwise unable to make
any required payment or reimbursement to a Participant or a Company, the Company
(other than The Dow Chemical Company) that employed such Participant shall be
secondarily liable for such payments from the general assets of such
Company.  No Participant or other person shall have under any
circumstances any interest in any particular property or assets of The Dow
Chemical Company or any other Company as a result of participating in the Plan.
Notwithstanding the foregoing, The Dow Chemical Company may (but shall not
be


      
        
           


        

        
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      obligated
to) create one or more grantor trusts, the assets of which are subject to the
claims of The Dow Chemical Company’s creditors, to assist it in accumulating
funds to pay its obligations.

      


                 Section
10.02  Nonassignability.  Except
as specifically set forth in the Plan with respect to the designation of
Beneficiaries, neither a Participant nor any other person shall have any right
to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise
encumber, transfer, hypothecate or convey in advance of actual receipt the
amounts, if any, payable hereunder, or any part thereof, which are, and all
rights to which are, expressly declared to be unassignable and
non-transferable.  No part of the. amounts payable shall, prior to
actual payment, be subject to seizure or sequestration for the payment of any
debts, judgments, alimony or separate maintenance owed by a Participant or any
other person, nor be transferable by operation of law in the event of a
Participant’s or any other person’s bankruptcy or insolvency.

       

                 Section
10.03  Validity and
Severability.  The invalidity or unenforceability of any
provision of this Plan shall not affect the validity or enforceability of any
other provision of this Plan, which shall remain in full force and effect, and
any prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

      


                 Section
10.04  Governing
Law.  The validity, interpretation, construction and
performance of this Plan shall in all respects be governed by the laws of the
State of Delaware, without reference to principles of conflict of law, except to
the extent preempted by federal law.

      


                 Section
10.05  Employment
Status.  This Plan does not constitute a contract of employment
or impose on the Participant or any Company any obligation for the Participant
to remain an employee of such Company or change the status of the Participant’s
employment or the policies of such Company and its affiliates regarding
termination of employment.

      


                 Section
10.06  Underlying Incentive
Plans and Programs.  Nothing in this Plan shall prevent any
Company from modifying, amending or terminating the compensation or the
incentive plans and programs pursuant to which Performance Awards are earned and
which are deferred under this Plan.

      


                 Section
10.07  Successors of the
Company.  The rights and obligations of The Dow Chemical
Company shall inure to the benefit of, and shall be binding upon, the successors
and assigns of The Dow Chemical Company.

      


                 Section
10.08  Waiver
of Breach. The waiver by The Dow Chemical Company of any breach of any
provision of the Plan by the Participant shall not operate or be construed as a
waiver of any subsequent breach by the Participant.

      


                 Section
10.09  Notice.  Any
notice or filing required or permitted to be given to The Dow Chemical Company
under the Plan shall be sufficient if in writing and hand-delivered, or sent by
first class mail to the principal office of The Dow Chemical Company, directed
to the attention of the Administrator. Such notice shall be deemed given as of
the date of delivery, or, if delivery is made by mail, as of the date shown on
the postmark.

      


      


      
        	
                By:

              	
                __________________________

                Gregory
      Freiwald

              
	 
      	 
      
	
                Its:

              	
                Corporate
      Vice President

                Human
      Resources Department

                The
      Dow Chemical Company

              


      

      


      



      
        
           


        

        
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      APPENDIX A: Hypothetical
Investment Benchmarks

      


      The funds
offered in the Savings Plan are also offered in this plan.

       

      Ten Year
U.S. Treasury Notes Plus Fund

       

      The Angus
Cash Fund is grandfathered to existing participants.  No new
contributions are allowed.


      
        
           


        

        
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