EXHIBIT
10(o)


 


PLAN
DOCUMENT


KEY
EMPLOYEE INSURANCE PROGRAM


 


I.                                         Statement
of Purpose


 


This document shall be
called the “KEIP Plan Document” (“Plan Document”) and, together with the Key
Employee Insurance Program Agreement, including Exhibits A, B, C, and D
(“Agreement”), is intended to constitute the KEIP plan document (“Plan”) for
purposes of ERISA.  All terms used in
this Plan Document shall have the same meanings as in the Agreement, and the
provisions of the Agreement shall not be affected by this Plan Document, except
as expressly set forth herein.  Except
for the definition of “retire”, to the extent that Plan terms and benefits are
based on the Dow Employees’ Pension Plan, as amended and restated from time to time
(“DEPP”), and are not defined in or otherwise set forth in the Agreement or
this Plan Document, the provisions of DEPP shall apply for purposes of the
Plan.  Except for the definition of
“retire”, to the extent that the terms and benefits are based on the Dow
AgroSciences Pension Plan, as amended and restated from time to time (“DASPP”)
and are not defined in or otherwise set forth in the Agreement or this Plan
Document, the provisions of DASPP shall apply for purposes of the Plan.


 


II.                                     Definition
of Retirement


 


Notwithstanding the
definition of “retirement” in DEPP and DASPP, the definition of “retirement” or
“retire(s) (regardless of whether the terms are capitalized) is the later of a)
the date on which (or after) the Employee commences to receive benefit payments
from the Dow Employees’ Pension Plan or b) the date on which (or after) the
Employee commences to receive benefit payments from the Dow AgroSciences
Pension Plan.


 


III.                                 Participation


 


(“Employee”) has become a
Plan participant upon (1) notification of eligibility, (2) his voluntarily
entering into the Agreement with the Company, and (3) either (a) if he is a
Participant in DEPP, his voluntary execution of a written waiver of benefits
under the Company’s Executive Supplemental Retirement Plan, or (b) if he is a
participant of the DASPP, his voluntary execution of a written waiver of
benefits under the Dow AgroSciences Executive Supplemental Retirement
Plan.  Employee is the sole participant
in the Plan.


 


IV.                                Vesting


 


Employee shall be fully
and immediately vested at all times in benefits accrued under the Plan, but he
(and his beneficiary) shall be entitled to receive benefits only to the extent
they are actually funded by the Employee’s Cash Value.


 


V.                                    Distribution
of Benefits


 


A.                    In General
– Employee shall elect the form of benefit payment upon his termination of
employment or retirement from the 
Company or the Company’s Affiliate.


 


If he is a participant of
DEPP, such written election shall be separate from his election of benefits
under DEPP, but shall be made at the same time and in the same manner as under
DEPP (including spousal consent requirements), except as provided herein.  Plan benefits shall be determined, and the
amount payable under any payment form, shall be valued, on the same basis as
under DEPP (determined by including deferred pensionable compensation, and
without regard to the limitations of IRS Code sections 415 and 401(a)(17)).


 


If he is a participant of
DASPP, such written election shall be separate from his election of benefits
under DASPP but shall be made at the same time and in the same manner as under
DASPP (including spousal consent requirements), except as provided herein.  Plan benefits shall be determined, and the
amount payable under any payment form, shall be valued, on the same basis as
under DASPP (determined by including deferred pensionable compensation, and
without regard to the limitations of IRS Code sections 415 and 401(a)(17)).


 


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If he is a participant of
both DEPP and DASPP, except as otherwise provided herein, such written election
shall be separate from his election of benefits under DEPP and DASPP but shall
be made at the same time and in the same manner as (1) his election under DEPP
for the portion of his KEIP benefit calculated using the DEPP formula
(including spousal consent requirements), and (2) his election under DASPP for
the portion of his KEIP benefit calculated using the DASPP formula (including
spousal consent requirements).  Plan benefits
shall be determined, and the amount payable under any payment form, shall be
valued: (1) for the portion of the benefit based on the DEPP formula, on the
same basis as under DEPP (determined by including deferred pensionable
compensation, and without regard to the limitations of IRS Code sections 415
and 401(a)(17)); and (2) for the portion of the benefit based on the DASPP
benefit formula, on the same basis as under DASPP (determined by including
deferred pensionable compensation, and without regard to the limitations of IRS
Code sections 415 and 401(a)(17)).


 


B.                      Termination
Before PCD – (1) If the Employee is a participant of DEPP or DASPP (but not
both) and the Employee terminates employment with, or retires from, the Company
or its Affiliates before the Program Completion Date (“PCD”), and amounts are
payable under the Plan, payments may be made prior to the PCD in any form of
annuity available under DEPP (if the Employee is a participant of DEPP) or
DASPP (if the Employee is a participant of DASPP), and such Employee must
choose (with spousal consent if applicable) one of the following options for
payment following PCD:


 


(a)
continuation of payments under the Policy in the annuity form previously
selected, or


 


(b)
distribution of the Employee’s then remaining benefit entitlement under the
Plan, in which case the Employee will be entitled to the Employee’s Cash Value
(and to exercise rights and select payment options pursuant to the Policy).


 


(2)  If the Employee is a participant of both
DEPP and DASPP and the Employee terminates employment with, or retires from,
the Company or its Affiliates before the Program Completion Date (“PCD”), and
amounts are payable under the Plan, payments may be made prior to the PCD in
any form of annuity available under DEPP (for the portion of the benefit calculated
using the DEPP formula) or DASPP (for the portion of the benefit calculated
using the DASPP formula), and such Employee must choose (with spousal consent
if applicable) one of the following options for payment following PCD:


 


(a)
continuation of payments under the Policy in the annuity form previously
selected for the respective portion of the benefit (under DEPP or DASPP), or


 


(b)
distribution of the Employee’s then remaining benefit entitlement under the
Plan, in which case the Employee will be entitled to the Employee’s Cash Value
(and to exercise rights and select payment options pursuant to the Policy).


 


C.                      Termination
After PCD – (1) If Employee terminates employment with, or retires from,
the Company or its Affiliates on or after the PCD, Employee shall elect payment
in any form of annuity available under DEPP (if the Employee is a participant
of DEPP), or DASPP (if the Employee is a participant of DASPP), or the Employee
(and, if applicable, his spouse) may elect full distribution of the Employee’s
benefit entitlement under the Plan, in which case the Employee will be entitled
to the Employee’s Cash Value (and to exercise rights and select payment options
pursuant to the Policy).


 


(2)  If the Employee is eligible for a benefit
under both DEPP and DASPP, the Employee shall elect payment in a form allowed
under DEPP (for the portion calculated using the DEPP formula), and elect
payment in a form allowed under DASPP (for the portion calculated using the
DASPP formula), or the Employee (and, if applicable, his spouse) may elect full
distribution of the Employee’s benefit entitlement under the Plan, in which
case the Employee will be entitled to the Employee’s Cash Value (and to
exercise rights and select payment options pursuant to the Policy).


 


D.                       Death of
Employee – In the event of the Employee’s Death before the commencement of
benefits under the Plan, death and survivor benefits shall be paid in
accordance with Article 4 of the Agreement.


 


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E.                         Additional
Distribution Rules - (1) In the event that Employee terminates employment
before age 62, Employee (and, if applicable, his or her spouse) must consent in
writing to any distribution if the Employee’s Cash Value is (or was at the time
of any earlier withdrawal) in excess of $3,500 (valued on the same basis as
benefits under DEPP if the Employee is a participant of DEPP or, if the
Employee is a participant of DASPP, valued on the same basis as benefits under
DASPP).  If the Employee is a participant
of both DEPP and DASPP, the portion of the Employee’s Cash Value calculated
using the DEPP formula plus the portion of the Employee’s Cash Value calculated
using the DASPP formula shall be used to determine whether the Employee’s Cash
value is in excess of $3,500.


 


(2)        In
all events (unless the Employee elects otherwise) distribution of benefits
shall begin not later than 60 days after the end of the year in which the last
of the following events occurs —


 


(a)        either
(i) the Employee attains normal retirement age under DEPP if the Employee is a
participant of DEPP, or (ii) the Employee attains normal retirement age under
DASPP if the Employee is a participant of DASPP,


 


(b)       the
10th anniversary of the date of the Employee’s Agreement, or


 


(c)        the
Employee terminates service with the Company or the Company’s Affiliate.


 


(3)        At
all times during the existence of the Plan, no amount accrued by or payable to
Employee or his Beneficiary shall be subject to voluntary or involuntary
assignment, alienation, attachment, garnishment, pledge, transfer, or loan,
except (a) pursuant to a “qualified domestic relations order” described in
Section 206(d) of ERISA, or (b) with respect to the 1x Life Insurance Benefit
Portion of the Plan.


 


(4)        If
the Retiree elects to take his benefit at Program Completion Date for the
portion of KEIP calculated using the DEPP formula as a cash distribution, and
elects to take his benefit calculated using the DASPP formula as an annuity (or
vice versa).  The first priority will be
payment of the cash distribution.  The
second priority will be to purchase the annuity.  If there is not enough money in the policy to purchase the
annuity, then the Company or Dow AgroSciences, as the case may be, will make up
the difference.


 


VI.                                Funding


 


The Company funds
benefits by paying premiums under one or more Policies on the life of
Employee.  Plan benefits are provided
exclusively by the Employee’s Cash Value, and neither the Company nor its
Affiliates shall not be required to make up any deficit in Plan assets.  To the extent that Employee is expected to
reimburse the Company for (or is treated for tax purposes as paying) premiums
associated with death benefits under the Agreement, Company shall remit them on
behalf of Employee and such premiums shall be deemed paid by the Company and
its Affiliates for purposes of ERISA. 
To the extent that a premium is paid by mistake of fact, it shall be
returned to the Company, upon its request, within one year of the date of
payment.


 


VII.                            Amendment;
Termination


 


A.                                   Amendment
– The amendment provision of Section 6.2 of the Agreement shall apply, provided
that no amendment shall be made that would reduce accrued benefits or otherwise
conflict with Sections 204(g) and 204(h) of ERISA.  A “duly authorized representative of the Company” under Section
6.2 of the Agreement, for an amendment which has a financial impact on the
Company of $10 million or less in any one year, is the President or any Vice
President as long as the amendment has been reviewed by the Plan Administrator
and an attorney in the Company’s Legal Department.  A “duly authorized representative of the Company” under Section
6.2 of the Agreement for an amendment which has a financial impact on the
Company of more than $10 million in any one year, is the Board of Directors (or
any committee of Directors that the Board has authorized to act on its behalf).


 


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B.                                   Termination
– The Plan shall terminate when a Termination Event has occurred or the
Employee has terminated employment with the Company or the Company’s Affiliate
prior to age 50, and (i) the Employee is entitled to the Employee’s Interest in
the Policy and has made an election with the Insurer to receive the Employee’s
Interest in the Policy under one of the options available from the Insurer,
which option is consistent with the terms and conditions of the Plan Document,
or (ii) the Employee’s death benefit portions have been paid as provided in
Section 4.1.a of the Agreement.  If the
Employee’s Interest in the Policy is $5,000 or less when a Termination Event
has occurred or the Employee has terminated
employment with the Company or the Company’s Affiliate prior to age 50, and the
Plan has paid the Employee the amount equal to the Employee’s Interest in the
Policy, the Employee is deemed to have made an election with the Insurer
to receive the Employee’s Interest in the Policy under one of the options
available from the Insurer (regardless of whether it is paid from the Company’s
general assets or the Policy).


 


Upon termination,
any funds in the Policy in excess of the Employee’s Cash Value shall promptly
revert to the Company.


 


VIII.                        Miscellaneous


 


A.                                   All
expenses incurred in the administration of the Plan shall be paid by the
Company.


 


B.                                     If
any provision of the Plan is determined to be invalid, such determination shall
not affect the remainder of the Plan to the maximum extent possible.


 


C.                                     Participation
in the Plan does not give Employee the right to continue employment with either
the Company or any of the Company’s Affiliates.


 


D.                                    State
laws shall be preempted to the extent that ERISA applies to this Plan.  In the event that state law does apply, the
laws of the State of Michigan shall be applicable.


 


E.                                      A
pronoun or adjective in this Plan Document in the masculine gender includes the
feminine gender, and the singular includes the plural, unless the context
clearly indicates otherwise.


 


 


*         
*          *


 


In witness whereof, the
Company has caused this Plan Document to be executed on its behalf, as of                          ,          .


 


 


	
   

  	
   

  
	
  Vice President

  
	
   

  
	
  Reviewed By:

  
	
  Plan Administrator:

  	
   

  
	
   

  
	
  Legal Department:

  	
   

  
			



 


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