ex-1001.htm


    
       

      
        	 EXHIBIT
      10.1
	 
	 


      

    

    
 

    The
Dow Chemical Company

    Elective
Deferral Plan

    (Pre-2005)

    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, within the meaning of Sections 201(2), 301 (a)3
and 401 (a)(1) of the Employee Retirement Income Security Act of 1974, as
amended (ERISA) and therefore exempt from Parts 2, 3, and 4 of Title I of ERISA,
of The Dow Chemical Company 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
Plan shall be effective for deferral elections made hereunder on or after
January 1, 2001.  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 retirement.

    


    Effective
December 15, 1994, The Dow Chemical Company originally adopted The Dow
Chemical Company Elective Deferral Plan.  Minor amendments were made
to the Plan on December 11, 1997. On October 19, 2000 The
Dow Chemical Company amended and restated the Plan, to be effective as of
January 1, 2001, to read as set forth in this Plan document.  Minor
amendments to the restated Plan were made on December 11, 2000,
September 10, 2001, October 4, 2001,
September 9, 2002, December 2, 2002,
February 3, 2003, April 7, 2003, July 7, 2003,
August 4, 2003 and December 10, 2003.  The Dow
Chemical Company again restated the Plan on August 6, 2004, effective
as of January 1 • 2001, in order to clarify certain provisions of
the Plan.  Minor amendments to the restated Plan were made on
October 7, 2004. Effective September 1, 2006 and
January 1, 2007, The Dow Chemical Company amended the Plan to change
the Hypothetical Investment Benchmarks.  On January 1, 2010,
minor amendments to the Plan were made via a Plan restatement due to change in
the third party administrator of the plan 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.  On January 4, 2010, deferrals allocated to
“The Dow Chemical Company Stock Index Fund” were converted to the “Dow Stock
Fund”.

    


    


    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
Section 125 of The Internal Revenue Code maintained by any
Company.

    


               Section
2.03                      Base Salary
Deferral.  “Base Salary Deferral” means the amount of a
Participants Base Salary which the Participant elects to have withheld on a
pre-tax basis from his 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.


    
      
         


      

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

    


               Section
2.06                      Change of Control. For
purposes of this Plan, a ‘Change of Control’ shall be deemed to have occurred
upon: (i) the dissolution or liquidation of The Dow Chemical Company; (ii) a
reorganization, merger or consolidation of The Dow Chemical Company with one or
more corporations as a result of which The Dow Chemical Company is not a
surviving corporation; (iii) approval by the stockholders of The Dow Chemical
Company of any sale, lease, exchange, or other transfer (in one or series of
transactions) of all or substantially all of the assets of The Dow Chemical
Company; (iv) approval by the stockholders of The Dow Chemical Company of any
merger or consolidation of The Dow Chemical Company in which the holders of the
voting stock of The Dow Chemical Company immediately before the merger or
consolidation will not own fifty percent (50%) or more of the outstanding voting
shares of the continuing or surviving corporation immediately after such merger
or consolidation, or (v) a change of fifty-one percent (51%) (rounded to the
next whole person) in the membership of the Board of Directors of The Dow
Chemical Company within a twenty-four (24) month period, unless the election or
nomination for election by stockholders of each new director within such period
was approved by the vote of eighty-five percent (85%) (rounded to the next whole
person) of the directors still in office who were in office at the beginning of
the twenty-four month period.

    


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

    


               Section
2.08                      Company.  ‘Company
means The Dow Chemical Company, its successors, any subsidiary or affiliated
organizations authorized by the Board or the Retirement Board 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
2.09                      Deferral
Account.  ‘Deferral Account” means the notional account
established for record keeping purposes for each Participant pursuant to Article
VI.

    


               Section
2.10                      Deferral Period. “Deferral
Period” is defined in Section 4.02.

     

               Section
2.11                      Deferred Amount. “Deferred
Amount” is defined in Section 4.02.

    


               Section
2.12                      Designee. “Designee” shall
mean The Dow Chemical Company’s North American Compensation Resource Center to
whom The Retirement Board has delegated the authority to take action under the
Plan.

    


               Section
2.13                      Disability.  “Disability”
means eligibility for disability benefits under the terms of the Long-Term
Disability Plan maintained by The Dow Chemical Company. The Retirement Board, in
its complete and sole discretion, shall determine a Participants
disability.  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 competent physician or medical clinic
selected by the Retirement Board to confirm Disability. On The basis of such
medical evidence, the determination of the Retirement Board as to whether or not
a condition of Disability exists or continues shall be conclusive.

    


               Section
2.14                      Eligible
Compensation.  “Eligible Compensation’ means any Base Salary,
Performance Awards or Other Bonuses and any other monies deemed to be eligible
compensation by The Dow Chemical Company.

    


               Section
2.15                      Eligible Employee. “Eligible
Employee” means a key 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, (iii) has a job level of 1.2 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.

    


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

    


               Section
2.17                      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 Participants interest in The Dow Chemical Company Stock Index Fund (defined
in Section 6.02(b)) for all relevant purposes under the Plan.


    
      
         


      

      
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               Section
2.18                      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
2.19                      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
2.20                      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
2.21                      Matching
Contribution.  “Matching Contribution” means the amount of
annual matching contribution that each Company will make to the
Plan,

     

               Section
2.22                      Other Bonus.  “Other
Bonus” means the amount awarded to a Participant for a Plan Year under any other
incentive plan maintained by any Company that has been established and
authorized as eligible for deferral.

    


               Section
2.23                      Other
Deferral.  “Other Deferral” means the amount of a Participants
Other Bonus which the Participant elects to have withheld on a pre-tax basis
credited to his or her account pursuant to Section 4.02.

    


               Section
2.24                      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
2.25                      Participation
Agreement.  ‘Participation Agreement” means an agreement filed
by a Participant in accordance with Article lv.

    


               Section
2.26                      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.

    


               Section
2.27                      Performance
Deferral.  “Performance Deferral” means the amount of a
Participants 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
2.28                      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
2.29                      Plan Year.  ‘Plan
Year” means a twelve-month period beginning January 1 and ending the following
December 31.

    


               Section
2.30                      Retirement. “Retirement’ means
normal or early retirement of a Participant from the Companies after attaining
age 65 or age 50 with at least ten years of service under the Dow Employees’
Pension Plan or any other defined benefit pension plan maintained by a Company
under which a Participant is eligible to receive a benefit.

    


               Section
2.31                      Retirement
Board.  “Retirement Board” means the general administrator of
the Plan appointed under the Dow Employees’ Pension Plan.

    


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

    


               Section
2.33                      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
2.34                      Termination of
Employment.  ‘Termination of Employment’ means the cessation of
a Participants services as an employee of the Companies, whether voluntary or
involuntary, for any reason other than Retirement, Disability or
Death.

    


    



    
      
         


      

      
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               Section
2.35                      Unforeseeable
Emergency.  “Unforeseeable Emergency’ means severe financial
hardship to the Participant resulting from a sudden and unexpected illness or
accident of the Participant or a dependent of the Participant, loss of the
Participants 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.

    


               Section
2.36                      Valuation Date. ‘Valuation
Date’ means the last day of each calendar month or such other date as the
Administrator in its sole discretion may determine.   Effective
January 1, 2010, “Valuation Date” means the 4th day
of the month or the prior business day of 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 Retirement
Board. The Retirement Board shall consist of not less than three members who
may, but need not be employed by any Company.  Each person appointed
to the Retirement Board shall signify acceptance of his or her position and may
resign by delivery of a written notice to The Dow Chemical
Company.  The Dow Chemical Company may remove any member at its
pleasure by delivery of a written notice to the member. In the event of any
vacancy in membership, The Dow Chemical Company shall (or, if at least three
members are then serving, may in its discretion) appoint a successor to fill the
vacancy in office; provided, however, that the Retirement Board may exercise its
lull authority and discretion notwithstanding the existence of any vacancy.
Members shall serve without compensation for their services.  The
Retirement Board shall act by a majority of its members by vote at a meeting or
by unanimous consent in writing. If all members of the Retirement Board are not
available, a quorum, consisting of three (3) members of the Retirement Board,
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 Retirement Board has revoked
the authorization.  The Retirement Board shall appoint a secretary
(who may or may not be a Retirement Board 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 Retirement Board of its responsibilities, any rules and
procedures adopted by the Retirement Board and all other formal actions taken by
the Retirement Board.  No member of the Retirement Board shall vote or
act on any matter relating solely to him/herself.  The Administrator
may participate in a meeting of such committee 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
Retirement Board 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 of 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
Retirement Board has delegated to the North American Compensation Resource
Center 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 Retirement Board 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 Retirement Board nor any 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.


    
      
         


      

      
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    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 Retirement Board and any Designee against expenses (including
attorneys’ tees), 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 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.  All 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 60 days of the claim unless the Designee determines
that additional time, not exceeding 60 additional days, is needed and so
notifies the claimant.  The notice shall make specific reference to
the pertinent Plan provisions on which the denial is based, and shall describe
any additional material or information that is necessary to perfect 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.  The claimant may within 60 days thereafter
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.  The Administrator shall within 60 days thereafter
review the claim and authorize the claimant to review pertinent documents and
submit issues and comments relating to the claim to the
Administrator.  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 of the written request for
review, unless the Administrator determines that additional time, not exceeding
60 days, is needed, and so notifies the claimant.  If the
Administrator fails to respond to a claim filed in accordance with the foregoing
within 60 days or any such extended period, the claim shall be deemed to have
been denied.  If such determination is favorable to the claimant, it
shall be binding and conclusive.  If such determination is adverse to
the claimant, it shall be binding and conclusive unless the claimant notifies
the Retirement Board within 90 days after the mailing or delivery to him or
her by the Retirement Board of its determination that he or she intends to
institute legal proceedings challenging the determination of the Retirement
Board, and actually institutes such legal proceeding within 180 days after
such mailing or delivery.

    


    


    ARTICLE
IV

    


    PARTICIPATION

    


               Section
4.01                      Participation.  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.  A Participation Agreement must be filed on or prior to
the November 30 immediately preceding the Plan Year for which it is
effective.  The Administrator shall have the discretion to establish
special deadlines regarding the filing of Participation Agreements for
Participants.  Notwithstanding the foregoing, the Retirement Board, in
its sole discretion, may permit a newly eligible Participant to submit a
Participation Agreement within 30 days of that employee becoming eligible, and
deferrals shall commence as soon as practical thereafter.  An
individual shall not be eligible to elect to participate in this Plan unless the
individual is a Participant for the Plan Year for which the election is
made.  In the event a Participant transfers to a subsidiary of any
Company and such subsidiary does not participate in the Plan, the Participants
Deferred Amount shall cease, and the Participants Deferral Account shall remain
in effect until such time as the benefits are distributed as originally elected
by the Participant in the Participation Agreement.

    


               Section
4.02                      Contents of Participation
Agreement.  Subject to Article VII, each Participation
Agreement shall set forth: (i) the amount of Eligible Compensation for the Plan
Year or performance period 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 or performance period; provided, that the
minimum Deferred Amount for any Plan Year or performance period shall not be
less than 5% (in 5% increments) of Base


    
      
         


      

      
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    Salary
and/or 5% (in 5% increments) of Performance Award/Other Bonus; (ii) the maximum
Deferred Amount for any Plan Year or performance period shall not exceed 50% of
Base Salary and 85% of Performance Award/Other Bonus; (iii) the period after
which payment of the Deferred Amount is to be made or begin to be made (the
‘Deferral Period”), which shall be (A) a specific future year, not greater than
the year the Participant reaches age 70 34 or (B) the period ending upon the
Retirement or prior termination of employment of the Participant; and (iv) the
form in which payments are to be made, which may be a lump sum or in
substantially equal monthly, quarterly or annual installments not to exceed 15
years. 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, nor may a deferral
period be shortened or reduced except as expressly provided in this Plan. For
deferrals to occur from Performance Awards, the Participant must be actively
employed, an eligible retiree or a member of an entire class of employees
identified by the Administrator as eligible under Section 7.10.

    


    


    ARTICLE
V

    


    DEFERRED
COMPENSATION

    


               Section
5.01                      Elective Deferred
Compensation.  Except for Section 16 Participants, the Deferred
Amount of a Participant with respect to each Plan Year of participation in the
Plan shall be credited to the Participants Deferral Account as and when such
Deferred Amount would otherwise have been paid to the Participant. For Section
16 Participants who elect to direct their Deferred Amount to the Hypothetical
Investment Benchmark of The Dow Chemical Company Stock Index Fund only, the
Deferred Amount of that Participant with respect to each Plan Year of
participation shall be credited to the Participant’s Deferral Account in the
Hypothetical Investment Benchmark of 125% of Ten Year Treasury Notes as and when
such Deferred Amount would otherwise have been paid to the Participant; on a
quarterly basis (on the last business day of the months of March, June,
September and December), such Deferred Amount shall be reallocated to the
Hypothetical Investment Benchmark of The Dow Chemical Company Stock Index
Fund.  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 Participant’s Base Salary, Performance
Award or Other Bonus.  Such forwarded Deferred Amounts will be held as
part of the general assets of The Dow Chemical Company.  The earnings
based on a Participant’s 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 7.03 and 7.15, 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
Deferral Periods and/or forms of payment.  A Participant’s Deferral
Account(s) shall be utilized solely as a device for the measurement and
determination of the amounts to 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 Dale, 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 7.03 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


    
      
         


      

      
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    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 Deferral 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.  This reallocation
capability is extended to the monies associated with deferrals for services
performed on or after January 1, 2001.  Account balances from
deferrals that occurred prior to January 1, 2001 will maintain the
investment direction authorized under similar prior
plans.  Notwithstanding the foregoing, once within 180 days after
Retirement a Participant may reallocate deferrals that occurred prior to
January 1, 2001 between The Dow Chemical Company Stock Index Fund and
the 125% of Ten Year Treasury Note Hypothetical Investment
Benchmarks.

    


    (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, stock splits and without brokerage fees.  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 deemed shares credited to any Deferral
Account.  The determination of the Retirement Board as to such
adjustments, if any, to be made shall be conclusive.

    


    (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.

    


    


    ARTICLE
VII

    


    BENEFITS

               Section
7.01                      Time and Form of
Payment.  At the end of the Deferral Period for each Deferral
Account, The Dow Chemical Company shall pay to the Participant the balance of
such Deferral Account at the time or times elected by the Participant in the
applicable Participation Agreement.  If the Participant is employed at
a Company other than The Dow Chemical Company, such Company shall pay the
balance of such Participant’s Deferral Account, pursuant to the terms of the
Plan, and The Dow Chemical Company shall reimburse such Company for any such
payments.  If the Participant has elected to receive payments from a
Deferral Account in a lump sum, The Dow Chemical Company (or any other Company
as described above) shall pay the balance in such Deferral Account (determined
as of the most recent Valuation Date preceding the end of the Deferral Period)
in a lump sum in cash on the January 31st
after the end of the Deferral Period, and/or as soon


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    as
administratively feasible in the year of the payment of the Performance Award
for the Performance Award deferral. 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. The first such installment shall be
paid on the January 31st
after the end of the Deferral Period.  Each subsequent installment
shall be paid on or about the succeeding anniversary of such first payment or in
monthly or quarterly 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).

    


    For
Participants who elect to commence distribution of benefits upon Retirement, the
lump sum cash payment or the first installment shall be paid on the
January 31’ after Retirement, and/or as soon as administratively feasible
in the year of the payment of the Performance Award for The Performance Award
deferral.

    


    Notwithstanding
any of the foregoing, Deferred Account distributions must begin no later than
the April 1st
after the calendar year in which the Participant reaches age 70 1⁄2.

     

               Section
7.02                      Changing Form of
Benefit.  Participants may elect an alternative form of payout
as available under Section 7.01 by written election filed with the
Administrator; provided, however, that the Participant files the election in the
prior tax year and at least six (6) months prior to the first day of the month
in which payments are to commence.  Distribution change elections for
payments commencing in January must be made no later than June 30 of the
prior calendar year.

    


    Effective
January 1, 2010, participants may no longer elect to change their benefits to
quarterly installments.

    


    If the
Participant files the election in the year that the benefit payments are to
commence or in the prior year but less than six (6) months prior to the date of
benefit commencement, the Participant will have his or her Deferral Account
reduced by ten percent (10%) at the Valuation Date immediately prior to
commencement of payments, and, for future deferrals only, all Participation
Agreements previously filed by such Participant shall be null and void after
such election is filed (including without limitation Participation Agreements
with respect to Plan Years or performance periods that have not yet been
complete, and such a Participant shall not thereafter be entitled to file any
Participation Agreements under the Plan with respect to the first Plan Year that
begins after such election is made.

     

               Section
7.03                      Matching Contribution. Each
Participant 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.  This assumed match from the Savings Plan will be offset from
the Matching Contribution calculated under provisions of the Elective Deferral
Plan.  Notwithstanding the foregoing, the sum of the Matching
Contribution under the Plan plus the assumed employer matching contributions
under the Savings Plan may not exceed fifteen thousand dollars ($15,000) in each
Plan Year.  The amount of the Matching Contribution may be based on a
formula that takes into account a Participants 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 Base Salary deferrals of the
Participant.  The Matching Contribution shall be distributed to the
Participant according to the election made by the Participant governing his or
her Base Salary deferrals and will vest one hundred percent (100%) on the date
credited to the Participants account.

    


    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 Participants
Deferred Account The Dow Chemical Company shall hold such amounts as part of the
general assets of The Dow Chemical Company.

    


               Section
7.04                      Retirement.  Subject
to Section 7.01 and Section 7.11 hereof, if a Participant has elected
to have the balance of his or her Deferral Account distributed upon Retirement
or after a Specific Future Year, the account balance of the Participant
(determined as of the most recent Valuation Date preceding the end of the
Deferral Period) shall be distributed in installments or a lump sum in
accordance with the Plan and as elected in the Participation Agreement.
Notwithstanding any of the foregoing, Deferred Account distributions must begin
no later than the April 1st after the calendar year in which the Participant
reaches age 70 1⁄2.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


               Section
7.05                      Distributions after Specific Future
Year.  Subject to Section 7.01 and Section 7.11
hereof, if a Participant has elected to defer Eligible Compensation under the
Plan until a stated future year, the account balance of the Participant
(determined as of the most recent Valuation Date preceding such Deferral Period)
shall be distributed in installments or a lump sum in accordance with the Plan
and as elected in the Participation Agreement.  Notwithstanding any of
the foregoing, Deferred Account distributions must begin no later than the April
1st
after the calendar year in which the Participant reaches age 70 1⁄2.

    


               Section
7.06                      Pre-Retirement Survivor Benefit.
If a Participant dies prior to Retirement and prior to receiving full
payment at his or her Deferral Account(s), The Dow Chemical Company shall pay
the remaining balance (determined as of the most recent Valuation Date preceding
such event) to the Participant’s Beneficiary or Beneficiaries (as the case may
be) according to the form elected by the Participant as a part of the
Participation Agreement. 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.  In the event that installment payments are elected, The Dow
Chemical Company shall continue to credit interest on the unpaid balance of the
Deferral Account subject to Section 6.02(a) hereof, based on the
Participants investment elections. Participants Beneficiary may request
acceleration of timing and form of payment by filing a written designation with
the Administrator within 60 days of the death of the Participant. provided that
such change shall not be effective until the January 31st
after the calendar year of the Participant’s death.

    


               Section
7.07                      Post-Retirement Survivor
Benefit.  If a Participant dies after Retirement and 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 such event) to the Participant’s Beneficiary or
Beneficiaries (as the case may be) according to the form elected by the
Participant as a part of The Participation Agreement. If a Participant was
employed at a Company other than The Dow Chemical Company, such Company shall
pay the remaining balance of such deceased Participants Deferral Account in
accordance with the preceding sentence, and The Dow Chemical Company shall
reimburse such Company for such payments.  In the event that
installment payments are elected, The Dow Chemical Company shall continue to
credit interest on the unpaid balance of the Deferral Account subject to
Section 6.02(a) hereof, based on the Participants investment elections.
Participants Beneficiary may request acceleration of
timing and form of payment by filing a written designation with the
Administrator within 60 days of the death of the Participant, provided that
such change shall not be effective until the January 31st
after the calendar year of the Participant’s death.

    


               Section
7.08                      Disability.  If a
Participant suffers a Disability, the Participant’s Deferred Amount shall cease,
and The Dow Chemical Company (or, a Company other than The Dow Chemical Company,
if the Participant is employed at a Company other than The Dow Chemical Company,
subject to reimbursement by The Dow Chemical Company) shall pay the benefit
described in section 7.01. Participant may request acceleration of timing
and form of payment by filing a written designation with the Administrator
within 60 days of the determination of Disability of the Participant,
provided that such change shall not be effective until the January 31st
after the calendar year of the Participants Disability.

    


               Section
7.09                      Termination of
Employment.  In the event of Termination of Employment which
takes place prior to eligibility for Retirement, The Dow Chemical Company (or, a
Company other than The Dow Chemical Company, if the Participant is employed at a
Company other than The Dow Chemical Company, subject to reimbursement by The Dow
Chemical Company) shall pay the benefits described in section 7.01 in a
single lump sum payment as soon as practicable after the Termination of
Employment.

    


               Section
7.10                      Merger, Joint Venture or Sale of
Business Exception.  Notwithstanding any of the foregoing, if
the Termination of Employment occurs as a direct result of a merger, joint
venture or sale of a subsidiary, division, business or other unit of any
Company, or as a result of transfer of the Participant to a non-participating
subsidiary or joint venture, as determined by the Administrator, the
Administrator may, in its sole discretion,

    


    (i) elect
to waive the lump sum distribution of benefits for an entire class of affected
employees transferring to the joint venture. In cases where this election is
made by the Administrator, the Participant’s Base Salary Deferrals shall cease
and the Participant’s Deferral Account shall remain deferred, in accordance with
the distribution elected in the Participation Agreement, until the Participant’s
termination of employment from the joint venture, provided however, the
Participant is employed by the joint venture until at least age 50; in cases
where the Participant is not 50 years old at the time of termination of
employment from the entity, The Dow Chemical Company (or, a Company other than
The Dow Chemical Company, it the Participant is employed at a Company other than
The Dow Chemical Company, subject to reimbursement by The Dow Chemical Company)
shall pay to the Participant a lump sum termination benefit equal to the balance
of the Deferral Account as of the Valuation Date.  If any Company
terminates its ownership interest in the joint venture, the
Participants


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    Deferral
Account shall remain deferred, in accordance with the distribution elected in
the Participation Agreement, until the Participants termination of employment
from the remaining joint venture partners, provided however, the Participant is
employed by the remaining joint venture partners until at least age 50; in cases
where the Participant is not 50 years old at the time of termination of
employment from the remaining joint venture partners, The Dow Chemical Company
(or, a Company other than The Dow Chemical Company, if the Participant is
employed at a Company other than The Dow Chemical Company, subject to
reimbursement by The Dow Chemical Company) shall pay to the Participant a lump
sum termination benefit equal to the balance of the Deferral Account as of the
Valuation Date.

    


    (ii)
elect to waive the lump sum distribution of benefits for an entire class of
affected employees of a sale.  In cases where this election is made by
the Administrator, the Participants Base Salary Deferrals shall cease and the
Participants Deferral Account shall remain in effect until such time as the
benefits are distributed to Participants in accordance with the distribution
elected in the Participation Agreement, provided however, the Participant is
employed by the purchaser until at least age 50; in cases where the Participant
is not 50 years old at the time of termination of employment from the purchaser,
The Dow Chemical Company (or, a Company other than The Dow Chemical Company, if
the Participant is employed at a Company other than The Dow Chemical Company,
subject to reimbursement by The Dow Chemical Company) shall pay to the
Participant a lump sum termination benefit equal to the balance of the Deferral
Account as of the Valuation Date.

    


    (iii)
elect to permit the Performance Deferral for an entire class of affected
employees transferring to the joint venture. In cases where this election is
made by the Administrator, the award will be credited to the Participants
Deferral Account and the Participants Deferral Account shall remain in effect
until such time as benefits are distributed to Participants as provided under
Section 7.10 (i).

    


    (iv)
elect to permit the Performance Deferral for an entire class of affected
employees of a sale. In cases where this election is made by the Administrator,
the award will be credited to the Participants Deferral Account and the
Participants Deferral Account shall remain in effect until such time as the
benefits are distributed to Participants as provided under Section 7.10
(ii).

    


    Participants
who retire or terminate after merger, joint venture or sale of a subsidiary,
division, business or other unit of any Company, or as a result of transfer of
the Participant to a non-participating subsidiary or joint venture assume the
personal responsibility to notify The Dow Chemical Company of their status
change. Failure to promptly notify The Dow Chemical Company may result in the
loss of earnings beyond the status change date.

    


                Section
7.11                      Hardship
Withdrawals.  Notwithstanding the provisions of
Section 7.01 and any Participation Agreement, a Participants on-going
Deferred Amount shall cease and 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 7.12.  A
distribution pursuant to this Section 7.12 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 Participants
assets to the extent such liquidation would not itself cause severe financial
hardship, or (iii) by cessation of participation in the Plan.  An
application for an early payment under this Section 7.12 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 and form a distribution will be permitted pursuant to
this Section 7.12 shall be made by the Administrator.

     

                Section
7.12                      Voluntary Early
Withdrawal.  Notwithstanding the provisions of
Section 7.01 and any Participation Agreement, a Participant shall be
entitled to elect to withdraw all or a portion of the balance in his or her
Deferral Account(s) in accordance with this Section 7.13 by filing with the
Administrator such fonts, in accordance with such procedures, as the
Administrator shall determine from time to time.  The amount of this
withdrawal must be at least twenty five percent (25%) of the balance of the
Deferral Account, or $10,000.00, whichever is less. As soon as practicable after
receipt of such form by the Administrator, The Dow Chemical Company (or, a
Company other than The Dow Chemical Company, if the Participant is employed at a
Company other than The Dow Chemical Company, subject to reimbursement by The Dow
Chemical Company) shall pay an amount equal to ninety (90) percent of the amount
elected for withdrawal (determined as of the most recent Valuation Date
preceding the date such election is filed) to the electing Participant in a lump
sum in cash, and the Participant shall forfeit the remaining ten (10) percent of
the amount elected for withdrawal.  For future deferrals only, all
Participation Agreements previously filed by a Participant who elects to make a
withdrawal under this Section 7.13 shall be null and void after such
election is filed (including without limitation Participation Agreements with
respect to Plan Years or performance periods That have not yet been completed),
and such a Participant shall not thereafter be entitled to file any
Participation Agreements under the Plan with respect to the first Plan Year that
begins after such election is made.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


               Section
7.13                      Change of
Control.  An Eligible Employee may, when completing a
Participation Agreement during the enrollment period, elect that, if a Change of
Control occurs, the Participant (or after the Participants death the
Participants Beneficiary) shall receive a lump sum payment of the balance of the
Deferral Account within thirty (30) days after the Change of
Control.  This election may be changed only during a 30-day period
ending on November 30 of each calendar year and shall apply to the entire
Deferral Account both before and after Retirement.  The Deferral
Account balance shall be determined as of the most recent Valuation Date
preceding the month in which Change of Control occurs.  All
Participation Agreements previously filed by a Participant who, receives a
distribution under this Section 7.14 shall be null and void (including
without limitation Participation Agreements with respect to Plan Years or
performance periods that have not yet been completed), and such a Participant
shall not thereafter be entitled to tile any Participation Agreements under the
Plan with respect to the first Plan Year that begins after such distribution is
made.

     

               Section
7.14                      Discretionary Company
Contributions.  Any Company may at any time contribute a
discretionary Company contribution.  The amount of the discretionary
contribution may vary from payroll period to payroll period throughout the Plan
Year, may be based on a formula which takes into account a Participants overall
compensation, and otherwise may be subject to maximum or minimum
limitations.  The Discretionary 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. The discretionary contribution shall be distributed to the
Participant according to the election made by the Participant governing his or
her deferrals. The vesting schedule shall be at the sole discretion of the Plan
Administrator.   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
7.15                      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.

    


    


    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 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;

            


    

    
      	
               
      

            	
              (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.

            


    

    


    



    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    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.

     
 

               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, and upon any such
termination, The Dow Chemical Company shall pay to each Participant (or shall
transfer to a Company other than The Dow Chemical Company for payment if the
Participant is employed at a Company other than The Dow Chemical Company) the
benefits such Participant is entitled to receive under the Plan as monthly
installments over a three (3) year period commencing within ninety (90) days
(determined as of the most recent Valuation Date preceding the termination
date).  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 of any such
Company will commence in accordance with the terms of the Plan.

    


    


    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 DQW 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 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
tights 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
Participants 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.


    
      
         


      

      
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               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 Participants
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                                Severance.  Payments
from the Executive Severance Supplement equal to six months’ Base Salary will be
credited to the Participants Deferral Account subject to the same earnings
methods and distribution elections most recently elected by the Participant
governing his or her Base Salary deferrals.  The Executive Severance
Supplement for individuals who do not have an established Deferral Account will
be deemed to be invested using the U.S. Treasury Note Hypothetical Investment
Benchmark and a ten year payout distribution election.

     
 

               Section
10.08                                Successors of the
Company.  The tights 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
10.09                                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
10.10                                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 dale shown on the
postmark.

    


    


    
      	 
      	
              By:
      ______________________

              Gregory
      Freiwald

               

              Its:
      Corporate Vice President

              Human
      Resources Department

              The
      Dow Chemical Company

            


    

    


    



    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    APPENDIX A: Hypothetical
Investment Benchmarks

    


    Hypothetical
funds that align with 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.


    
      
         


      

      
        18