EXHIBIT 10(p)


The Dow
Chemical Company

Elective Deferral Plan


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.


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 Participant’s 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.


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 



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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 Participant’s 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 L2 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 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 2.18         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.



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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
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 2.24         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 IV.


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


Section 2.28         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 Participant’s services as an employee of the Companies, whether
voluntary or involuntary, for any reason other than Retirement, Disability or
Death.


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 Participant’s property due to casualty, or other similar extraordinary
and unforeseeable circumstances arising as a result of events beyond the
control of the Participant as determined by the Administrator.


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.



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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 full 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.


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’ 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 Designee
determines that any individual who has claimed a right to receive benefits, or
different benefits, under this Plan is not entitled 



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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 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 Participant’s Deferred Amount
shall cease, and the Participant’s 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 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 1⁄2 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
Participant’s 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.



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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 Participant’s 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 Date, by adjusting the balance of
such Deferral Account as of the immediately preceding Valuation Date to reflect
changes in the value of the deemed investments thereof, credits and debits
pursuant to Section 6.02 and Section 7.03 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 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.



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(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 as administratively feasible in the year of the payment of the
Performance Award for the Performance Award deferral.  If the Participant has elected to receive
payments from a Deferral Account in installments, The Dow Chemical Company (or
any other Company as described above) 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 on
the January 31st after the end of the Deferral Period and each subsequent
installment shall be paid on or about the anniversary of such first payment or
in quarterly or monthly intervals, if selected. 
Each such installment shall be deemed to be made on a pro rata basis
from each of the different deemed investments of the Deferral Account (if there
is more than one such deemed investment).


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 31st 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 



 56
 






 
  



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.


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 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.


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 Participant’s overall compensation and may be subject to maximum or
minimum limitations.  The Matching Contribution
shall be credited to the Deferral Account as soon as administratively feasible
within the first 60 days of the following plan year.  The Matching Contribution shall be invested
among the same Hypothetical Investment Benchmarks as defined in 6.02 in the
same proportion as the elections made by the Participant governing the 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 Participant’s
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 Participant’s 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.


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 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 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 Participant’s investment elections.  Participant’s 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.



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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 Participant’s 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 Participant’s investment elections.
Participant’s 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 Participant’s
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, 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.  If any Company terminates its ownership
interest in the joint venture, 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 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 Participant’s Base Salary
Deferrals shall cease and the Participant’s 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 Participant’s Deferral Account and 



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the Participant’s 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 Participant’s Deferral Account
and the Participant’s 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         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 may, in
its sole discretion, elect to pay such benefits in a single lump sum.  The Administrator may also, in its sole
discretion, elect to change monthly payments so they are at least three hundred
dollars ($300) by reducing the number of monthly installments.


Section 7.12         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 7.12.  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 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 7.12 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 7.13         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
forms, 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.


Section 7.14         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 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 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 file any Participation
Agreements under the Plan with respect to the first Plan Year that begins after
such distribution is made.


Section 7.15         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 Participant’s overall compensation, and 



 59
 






 
  



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 7.16         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.


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.



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ARTICLE X


MISCELLANEOUS


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


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


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


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


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


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


Section 10.07        Severance. Payments from the
Executive Severance Supplement equal to six months’ Base Salary will be
credited to the Participant’s 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 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 10.09         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 



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Chemical
Company, directed to the attention of the Administrator.  Such notice shall be deemed given as of the
date of delivery, or, if delivery is made by mail, as of the date shown on the
postmark.


	
  

  	
  By:

  	
   

  
	
   

  	
   

  	
  Julie Fasone
  Holder

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its: Corporate Vice President

  
	
   

  	
   

  	
  Human Resources Department

  
	
   

  	
   

  	
  The Dow Chemical Company

  



 


 


 


APPENDIX
A


The Dow Chemical
Company Stock Index Fund


125% of Ten Year
Treasury Notes


Vanguard Windsor
II Admiral Shared (Effective January 1, 2007)


Vanguard 500 Index
Fund


T.
Rowe Price Mid-Cap Growth Fund


Fidelity
Low-Priced Stock Fund


Fidelity
Diversified International Trust (Effective September 1, 2006)


Vanguard Balanced
Index Fund


 



 62