EXHIBIT
10(dd)


The Dow
Chemical Company

Elective Deferral Plan

Effective for Deferrals after January 1, 2005


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 and certain subsidiaries
with the opportunity to elect to defer receipt of specified portions of
compensation, and to have these deferred amounts treated as if invested in
specified Hypothetical Investment Benchmarks. 
The Plan shall be effective for deferrals made hereunder on or after January
1, 2005, and is intended to comply with the provisions of Section 409A of the
Internal Revenue Code. The benefits provided under the Plan shall be provided
in consideration for services to be performed after the effective date of the
Plan, but prior to the executive’s Separation from Service.


Amendments
were made to the Plan on January 10, 2005 and March 11, 2005 to further comply
with the provisions of Section 409A of the Internal Revenue Code, and a minor
amendment was made to the Plan on January 23, 2006. On September 1, 2006, the
Plan was amended to further comply with the provisions of Section 409A of the
Internal Revenue Code and, effective September 1, 2006 and January 1, 2007, 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 on: (a) the date that
any one person, or more than one person acting as a group acquires, ownership
of stock of The Dow Chemical Company that, together with stock held by such
person or group, constitutes more than 50% of the total fair market value or
total voting power of the stock of The Dow Chemical Company, (b) the date that
a majority of the members of the Board of Directors of The Dow Chemical Company
is replaced during any 12-month period by directors whose 



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appointment or
election is not endorsed by a majority of the directors before the date of the
appointment or election, (c) the date that any one person, or more than one
person acting as a group, acquires (or has acquired during the 12-month period
ending on the date of the most recent acquisition by such person or persons)
ownership of stock of The Dow Chemical Company possessing 35% or more of the
total voting power of the stock of such corporation, (d) the date that any one
person, or more than one person acting as a group, acquires (or has acquired
during the 12-month period ending on the date of the most recent acquisition by
such person or persons) assets from The Dow Chemical Company that has a total
gross fair market value equal to or more than 40% of the total gross fair
market value of all of the assets of The Dow Chemical Company immediately
before such acquisition or acquisitions, provided that the following asset
transfers shall not result in a Change of Control:  (i)  a
transfer of assets to a stockholder of The Dow Chemical Company in exchange for
or with respect to its stock, (ii)  a
transfer to a corporation, 50% or more of the total value or voting power of
which is owned, directly or indirectly, by The Dow Chemical Company, (iii) a
transfer to a person, or more than one person acting as a group, that owns 50%
or more of the stock of The Dow Chemical Company, or  (iv) a transfer to an entity, at least 50% of
the total value or voting power of which is owned, directly or indirectly, by a
person described in clause (iii).  This
definition of “Change of Control” is intended to conform to the definition of a
“change in ownership or effective control of a corporation, or a change in the
ownership of a substantial portion of the assets of a corporation” as defined
under Section 409A of the Internal Revenue Code of 1986, as amended, and any
subsequent authority issued pursuant thereto, and no corporate event shall be
considered a Change of Control unless it meets such requirements.


Section 2.07         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.


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 Global Compensation & Benefits Department to whom the
Administrator has delegated the authority to take action under the Plan.


Section 2.13         Disability.  “Disability” means a Participant who is
(i) unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period of not less
than 12 months, or is (ii) by reason of any medically determinable physical or
mental impairment which can be expected to result in death or can be expected
to last for a continuous period of not less than 12 months, receiving income
replacement benefits for a period of not less than 3 months under an accident
and health plan covering employees of the Company.  The Administrator, 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 Administrator to confirm Disability.  On the basis of such medical evidence, the
determination of the Administrator as to whether or not a condition of
Disability exists or continues shall be conclusive.


Section 2.14         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 an employee of any
Company who:  (i) is a United States
employee or an expatriate who is paid from one of The Dow Chemical Company’s
U.S. entities, (ii) is a member of the functional specialist/functional leader
or global leadership job families, (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. 
For purposes of Section 7.15, Discretionary Company 



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Contributions,
only, “Eligible Employee” also means an employee who: (i) is a United States
employee, (ii) has terminated employment with a foreign affiliate of the
Company and has accepted employment with one of the Company’s U.S. entities,
(iii) is eligible for a signing bonus from one of the Company’s U.S. entities,
(iv) has a job level of AP5 or higher, (v) is eligible for participation in the
Savings Plan and (vi) qualifies as a member of the “select group of management
or highly compensated employees” under ERISA.


Section 2.16         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.


Section 2.21         Key Employee.  Key employee means an employee of any
Company within the meaning of Section 416(i) of the Internal Revenue Code,
without regard to paragraph (5) thereof. 
Unless otherwise determined by the Administrator, for purposes of the
preceding, an employee of any Company who meets the following requirements is a
Key Employee:  (i) the employee is a
United States employee or an expatriate who is paid from one of The Dow
Chemical Company’s U.S. entities, (ii) the employee is a member of the global
leadership job family, (iii) the employee has a job level of V5 or higher, (iv)
the employee is eligible for participating in the Savings Plan, (v) the
employee 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) the employee qualifies as a member of the “select group of management or
highly compensated employees” under ERISA.


Section 2.22         Matching Contribution.  “Matching Contribution” means the amount of
annual matching contribution that each Company will make to the Plan.


Section 2.23         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 2.24         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 2.25         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 2.26         Participation Agreement.  “Participation Agreement” means an
agreement filed by a Participant in accordance with Article IV.


Section 2.27         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 2.28         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.



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Section 2.29         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 2.30         Plan Year.  “Plan Year” means a twelve-month period
beginning January 1 and ending the following December 31.


Section 2.31         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 2.32         Retirement Board.  “Retirement Board” means the general
administrator of the Plan appointed under the Dow Employees’ Pension Plan.


Section 2.33         Savings Plan.       “Savings Plan” means The Dow Chemical
Company Employees’ Savings Plan as it currently exists and as it may
subsequently be amended.


Section 2.34         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 2.35         Separation from Service.  “Separation from Service” means the
cessation of a Participant’s services as an employee of the Companies, whether
voluntary or involuntary, for any reason other than Retirement, or Disability
or death, determined consistent with guidance issued by the Department of the
Treasury regarding what constitutes a “separation from service” under Section
409A of the Internal Revenue Code.


Section 2.36         Unforeseeable Emergency.  “Unforeseeable Emergency” means severe
financial hardship to the Participant resulting from an illness or accident of
the Participant, the Participant’s spouse, or a dependent (as defined in
Section 152 of the Internal Revenue Code) of the Participant, loss of the
Participant’s property due to casualty, or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of
the Participant as determined by the Administrator.  The amount of the distribution may not exceed
the amounts necessary to satisfy such emergency plus amounts necessary to pay
taxes reasonably anticipated as a result of the distribution, after taking into
account the extent to which such hardship is or may be relieved through
reimbursement or compensation by insurance or otherwise or by liquidation of the
Participant’s assets (to the extent the liquidation of such assets would not
itself cause severe financial hardship).


Section 2.37         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 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.  



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


Neither The Dow
Chemical Company, any other Company, a member of the Board, a member of the
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 (“claimant”) makes a written request alleging a right to receive
payments under this Plan or alleging a right to receive an adjustment in
benefits being paid under this Plan, such actions shall be treated as a claim
for benefits.  Benefits under this Plan
shall be payable only if the Designee or the Administrator, as the case may be,
determines, in its sole discretion, that a claimant is entitled to them.


(a)           All initial claims for benefits under
this Plan shall be sent to the Designee. 
If the Designee determines that any individual who has claimed a right
to receive benefits, or different benefits, under this Plan is not entitled to
receive all or any part of the benefits claimed, the Designee shall inform the
claimant in writing of such determination and the reasons therefor in terms
calculated to be understood by the claimant. 
The notice shall be sent within 90 days of receipt of the claim unless
the Designee determines that additional time, not exceeding 90 additional days,
is needed and so notifies the claimant in writing before the expiration of the
initial 90 day period.  Any written
notice of extension for review shall include the circumstances requiring
extension and date by which a decision is expected to be rendered.  A written notice of denial of 



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benefits shall (1)
state specific reasons for the denial, (2) make specific reference to the
pertinent Plan provisions on which the denial is based, (3) describe any
additional material or information that is necessary to support the claimant’s
claim and an explanation of why such material or information is necessary, and
(4) include a statement that the claimant is entitled to receive, upon request
and free of charge, reasonable access to, and copies of all documents, records
or other information relevant (as defined by Department of Labor Regulation
Section 2560.503-1(m)) to the claim. 
Such notice shall, in addition, inform the claimant of the procedure
that the claimant should follow to take advantage of the review procedures set
forth below in the event the claimant desires to contest the denial of the
claim, including the right to bring a civil action under Section 502(a) of
ERISA following exhaustion of review procedures set forth herein.


(b)           The claimant may within 60 days after
notice of the denial submit, in writing, to the Administrator a notice that the
claimant contests the denial of his or her claim and desires a further review
by the Administrator.  During the review
process, the claimant has the right to submit written comments, documents,
records and other information relating to the claim for benefits, which the
Administrator shall consider without regard to whether the items were
considered upon the initial review.  The
Administrator shall within 60 days thereafter review the claim and authorize
the claimant to, upon request and free of charge, have reasonable access to,
and copies of all documents, records or other information relevant (as defined
by  Department of Labor Regulation Section
2560.503-1(m)) to the claim.  The Administrator
will render a final decision on behalf of The Dow Chemical Company with
specific reasons 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 in writing before the expiration of the initial 60 day
period.  Any written notice of extension
for review shall include the circumstances requiring extension and date by
which a decision is expected to be rendered. 
A written notice of denial of benefits upon review shall (1) state
specific reasons for the denial, (2) make specific reference to the pertinent
Plan provisions on which the denial is based, and (3) include a statement that
the claimant is entitled to receive, upon request and free of charge,
reasonable access to, and copies of all documents, records or other information
relevant (as defined by Department of Labor Regulation Section 2560.503-1(m))
to the claim.  Such notice shall, in
addition, inform the claimant of the right to bring a civil action under
Section 502(a) of ERISA.  If such
determination is adverse to the claimant, it shall be binding and conclusive
unless the claimant notifies the Administrator within 90 days after the mailing
or delivery to him or her by the Administrator of its determination that he or
she intends to institute legal proceedings challenging the determination of the
Administrator, and actually institutes such legal proceeding within 180 days after
such mailing or delivery.


ARTICLE
IV


PARTICIPATION


Section 4.01         Participation.  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
(Eastern Standard Time) immediately preceding the Plan Year in which the
Eligible Compensation to which the Participation Agreement relates is
earned.  The Administrator shall have the
discretion to establish special 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 after that employee becomes eligible,
and deferrals shall commence as soon as practical thereafter for Eligible
Compensation earned after the Administrator receives a completed and timely
submitted Participation Agreement.  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 or in accordance with the terms and conditions of the
Plan.


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 



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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 Separation from Service 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, except for the 2004 Performance Award can be revoked.  For deferrals to occur from Performance
Awards, the Participant must be actively employed or an eligible Retiree.


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 7.05 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 7.05 and distributions pursuant to
Article VII with respect to such Deferral Account since the preceding Valuation
Date.



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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 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
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.  Except as otherwise provided in this
Article, 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.



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(a)           If the Participant has elected to
receive payments from a Deferral Account in a lump sum and payment is made upon
Separation from Service after becoming Retirement eligible, 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 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.


(b)           If the Participant has elected to
receive payments from a Deferral Account in installments and payment is made
upon Separation from Service after becoming Retirement eligible, 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/or as soon
as administratively feasible in the year of the payment of the Performance
Award for the Performance Award deferral, 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).


(c)           If the Participant incurs a Separation
from Service before becoming Retirement eligible, section 7.11 shall apply.


Notwithstanding
any of the foregoing:  (i) for Key
Employees, distributions may not be made before the date which is 6 months
after the date of Separation from Service, and (ii) Deferral 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  at least twelve  (12) months prior to the first day of the
month in which payments are to commence. 
If a Participant changes his/her 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 15 years to 10 years) nor can a
Participant increase the frequency of installment payments (e.g., from annual
to quarterly or monthly payments).  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 otherwise would
have been made.  If the distribution date
is set at Retirement, then the delay must be a minimum of 5 years beyond the
year the Participant could Retire as defined in Section 2.31.


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


Section 7.05         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 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 



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


Section 7.06         Retirement.  Subject to Section 7.01 and Section 7.12
hereof, if a Participant has elected to have the balance of his or her Deferral
Account distributed upon Retirement, which is a Separation from Service but the
Participant is Retirement eligible (or after a specific future year after
Retirement), 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,
Deferral Account distributions must begin no later than the April 1st after the calendar year in which the
Participant reaches age 70 1⁄2.


Section 7.07         Distributions after
Specific Future Year.  Subject
to Section 7.01 and Section 7.12 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, Deferral Account distributions must begin
no later than the April 1st after the calendar year in which the
Participant reaches age 70 1⁄2.


Section 7.08         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) in a lump sum.  If a Participant was employed at a Company other
than The Dow Chemical Company, such Company shall pay the remaining balance of
such deceased Participant’s Deferral Account in accordance with the preceding
sentence, and The Dow Chemical Company shall reimburse the Company for such
payment.


Section 7.09         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) in a lump sum.  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.


Section 7.10         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 as a lump sum. 


Section 7.11         Separation from Service.  In the event of Separation from Service 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 Separation from
Service.


Section 7.12         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 monthly payments so they are at
least three hundred dollars ($300) by reducing the number of monthly
installments.



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Section 7.13         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 7.13.  A distribution pursuant to this Section 7.13
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 7.13 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 7.13
shall be made by the Administrator.


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 is irrevocable and shall apply
to the Eligible Compensation deferred under such Participation Agreement.  The portion of the Deferral Account balance
to be paid upon a Change in Control 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 to the extent such Participation Agreement provides for a
distribution upon a Change in Control. 
All other Participant Agreements shall continue in effect.  Nothing in this Section 7.14 shall be
interpreted or construed to permit a lump sum payment of Deferred Amounts if an
election under this Section 7.14 results in an acceleration of a distribution
prohibited by Section 409A of the Internal Revenue Code or any regulations or
guidance issued thereunder.


Section 7.15         Discretionary Company
Contributions.   Any Company may at any time contribute a
discretionary Company contribution.  This
discretionary Company contribution may be for payments including, but not
limited to, signing or retention bonuses. 
The amount of the discretionary Company contribution may vary from
payroll period to payroll period throughout the Plan Year, may be based on a
formula which takes into account a Participant’s overall compensation, and
otherwise may be subject to maximum or minimum limitations. The discretionary
Company contribution shall be credited to the Deferral Account as soon as
administratively feasible following the end of the payroll period.  The discretionary contribution shall be
invested among the same Hypothetical Investment Benchmarks as defined in 6.02
in the same proportion as the elections made by the Participant governing the
deferrals of the Participant.  The
discretionary contribution shall be distributed to the Participant according to
the election made by the Participant governing his or her deferrals for the
Plan Year in which the discretionary Company contribution is made, or if none,
the most recent valid Participation Agreement on file for the Participant.  The vesting schedule shall be determined by
the Administrator at the time the discretionary Company contribution is made.


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.



 73
 








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.


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.



 74
 








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 125% of
Ten Year Treasury Notes 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 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

  



 



 75
 








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


 



 76