EXHIBIT 10(cc)


 


The Dow Chemical Company


Voluntary Deferred Compensation Plan


For Non-Employee Directors


Effective January 1, 2005


 


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ARTICLE I


 


PURPOSE AND EFFECTIVE DATE


 


The
Dow Chemical Company Voluntary Deferred Compensation Plan for Non-Employee Directors
(“Plan”) provides Non-Employee Directors of The Dow Chemical Company with the
opportunity to elect to defer receipt of their compensation from The Dow
Chemical Company, and to have these deferred amounts treated as if invested in
specified Hypothetical Investment Benchmarks. 
The Plan shall be effective for deferrals made hereunder on or after January 1,
2005. 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 Non-Employee Director’s Separation from Board Service.  Effective October 11, 2006, the
Hypothetical Investment Benchmarks were changed as reflected in Appendix A.


 


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 Governance Committee
of The Dow Chemical Company.


 


Section 2.02         Annual Retainer.  “Annual Retainer” means the annual retainers
and fees from the Company.


 


Section 2.03         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 2.04         Board.  “Board” means the Board of Directors of The
Dow Chemical Company.


 


Section 2.05         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 2.06         Governance Committee.  “Governance Committee” means the general
administrator of the Plan elected by the Board of Directors at its first
meeting following the annual meeting of stockholders.


 


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  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.


 


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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 Global Compensation & Benefits Department.


 


Section 2.13         Eligible Compensation.  “Eligible Compensation” means any retainer,
fees, and any other monies deemed to be eligible compensation by the
Administrator.


 


Section 2.14         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 2.15         Form of Payment.  “Form of Payment” means payment in
annual installments not to exceed 10 years.


 


Section 2.16         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 2.17         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 2.18         Other Bonus.  “Other Bonus” means the amount awarded to
a Participant for a Board Year under any other incentive plan maintained by any
Company that has been established and authorized as eligible for deferral.


 


Section 2.19         Other Deferral.  “Other Deferral” means the amount of a
Participant’s 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 2.20         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.  Members of the Board of Directors of the
Company who are not employees of the Company or any subsidiary are eligible to
participate.


 


Section 2.21         Participation Agreement.  “Participation Agreement” means an
agreement filed by a Participant in accordance with Article IV.


 


Section 2.22         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 2.23         Plan Year.  “Plan Year” means a twelve-month period
beginning January 1 and ending the following December 31.


 


Section 2.24         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 2.25         Separation from Board Service.  “Separation from Board Service” means the
cessation of a Participant’s services as a non-employee director of the Company,
whether voluntary or involuntary, for any reason other than death.


 


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Section 2.26         Unforeseeable Emergency.  “Unforeseeable Emergency” means a severe
financial hardship to the Participant resulting from an illness or  accident of the Participant, the Participant’s
spouse or a dependent of the Participant,  loss of the Participant’s property due to
casualty or other similar extraordinary 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 or by liquidation of
the Participant’s assets (to the extent the liquidation of such assets would
not itself cause severe financial hardship).


 


Section 2.27         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.


 


ARTICLE III


 


ADMINISTRATION


 


Section 3.01       Administrator Duties.  This Plan shall be administered by the Governance
Committee (“Administrator”). 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 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 Designee has the 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, a member of the
Board who is employed by the Company, a member of the Governance Committee 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.


 


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 Governance Committee
and any 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 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


 


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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 therefor 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 therefor 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 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.  Participation
in the Plan shall be limited to Participants who elect to participate in this
Plan by filing a Participation Agreement with the Designee.  A Participation Agreement must be filed on or
prior to the election to the Board, and prior to the right to receive any
compensation for the Plan Year, immediately preceding the Plan Year for which
it is effective.  The Designee shall have
the discretion to establish deadlines regarding the filing of Participation
Agreements for Participants. Notwithstanding the foregoing, the Administrator,
in its sole discretion, may permit a newly eligible Participant to submit a
Participation Agreement within 30 days of that  person 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.


 


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 a percentage of
the Annual Retainer/Other Bonus for such Plan Year or performance period; provided,
that the minimum Deferred Amount for any Plan Year shall not be less than 10%
(in 10%  increments) of the Annual Retainer/Other
Bonus; (ii) the period after which payment of the Deferred Amount is to be
made or begin to be made (the “Deferral Period”), which shall be during July (A) following
Separation from Board Service (B) following one year after Separation from
Board Service, or (C) following the Participant’s 72nd birthday;
and (iii) the form in which payments are to be made: annual installments
not to exceed 10 years.  Participation
Agreements are to be completed in a format specified by the Designee.


 


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 calendar year.  A Participant’s Participation Agreement may
not be made, modified or revoked retroactively.


 


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ARTICLE
V


 


DEFERRED COMPENSATION


 


Section 5.01         Elective Deferred Compensation.  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. 
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.


 


Section 5.02         Vesting of Deferral Account.  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 Designee 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 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, 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


 


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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 Administrator 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 Designee
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.  The Dow Chemical Company shall make cash only
payments from such Deferral Account, each of which annual amount shall consist
of an amount equal to (i) the balance of such Deferral Account as of the
most recent annual Valuation Date preceding the first annual payment date times
(ii) a fraction, the numerator of which is one and the denominator of
which is the number of remaining installment years (including the installment
being paid).  The first such installment
shall be paid during July following the end of the Deferral Period and
each subsequent installment shall be paid on or about the anniversary of such
first payment.  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 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
at least twelve (12) months prior to the first day of the month in which
payments are to commence.  If a
Participant changes his form of payout from a lump sum to installments, the
first installment date cannot occur earlier than five years after the date on
which the lump sum was scheduled to be made. 
A Participant cannot reduce the overall length of the installment period
(e.g., from 10 years to 5 years).  A
Participant cannot change his form of election from installments to a lump sum.


 


Section 7.03         Changing Form of Benefit to Delay
Distribution.  Participants may elect
to delay their form of payout as available under Section 7.01 as long as
the first payment with respect to which such election is made must be deferred
for a period of not less than 5 years from the date such payment would
otherwise have been made.


 


Section 7.04         Changing Form of Benefit to
Accelerate Distribution.  Acceleration
of the Distribution timing is only allowed for death, Unforeseeable Emergency,
or limited circumstances in accordance with governmental regulations.


 


Section 7.05         Separation from Board Service.  Subject to Section 7.01 and Section 7.07
hereof, if a Participant has elected to have the balance of his or her Deferral
Account distributed upon Separation from Board Service, or after a specific
future year, the account balance of the Participant (determined as of the most
recent Valuation Date preceding the end


 


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of the Deferral Period) shall be distributed in installments in
accordance with the Plan and as elected in the Participation Agreement.


 


Section 7.06         Post-Termination Survivor Benefit.  If a Participant dies after Separation
from Board Service 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) in a lump sum.


 


Section 7.07         Small Benefit Election.  Notwithstanding any of the foregoing, in
the event the sum of all benefits payable to the Participant or Beneficiary(ies)
is less than or equal to ten thousand dollars ($10,000), the Administrator shall
pay such benefits in a single lump sum. 
The Administrator shall also change annual payments so they are at least
three hundred dollars ($300) by reducing the number of annual installments.


 


Section 7.08         Hardship Withdrawals.  Notwithstanding the provisions of Section
7.01 and any Participation Agreement, a Participant’s 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 7.08.  A distribution pursuant to this Section 7.08
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 (iii) by cessation of participation in the
Plan.  An application for an early
payment under this Section 7.08 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
7.08 shall be made by the Administrator.


 


Section 7.09         Change of Control.  A Participant may, when completing a
Participation Agreement during the enrollment period, elect that, if a Change
of Control occurs, the Participant (or after the Participant’s death the
Participant’s 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 is irrevocable and shall apply
to the entire Deferral Account both before and after Separation from Board
Service.  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 7.09 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 file any
Participation Agreements under the Plan with respect to the first Plan Year
that begins after such distribution is made.


 


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 Designee, on such form and in accordance with such
procedures as the Designee 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; or


(c)          to the deceased person’s
estate.


 


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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 
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).


 


ARTICLE X


 


MISCELLANEOUS


 


Section 10.01       Unfunded Plan.  This Plan is intended to be an unfunded
plan. All payments pursuant to the Plan shall be made from the general assets
of The Dow Chemical Company and no special or separate fund shall be
established or other segregation of assets made to assure payment.  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 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       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 on
the Board of Directors of such Company.


 


Section 10.06       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 10.07       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.


 


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Section 10.08       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 Designee.  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.


 


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APPENDIX A


 


The Dow Chemical
Company Stock Index Fund


 


125% of Ten Year
Treasury Notes


 


Vanguard Windsor
II Admiral Shared (effective October 11, 2006)


 


Vanguard 500 Index
Fund


 


T.
Rowe Price Mid-Cap Growth Fund


 


Fidelity
Low-Priced Stock Fund


 


Fidelity Diversified
International Trust (effective October 11, 2006)


 


Vanguard Balanced
Index Fund


 


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