ex-10cc.htm


    EXHIBIT
10(cc)

    
      
        

      

    

     

    


    The
Dow Chemical Company

    Voluntary
Deferred Compensation Plan

    For
Non-Employee Directors

    


    As
amended and restated December 10, 2008, effective January 1, 2009

    


    ARTICLE
I

    


    PURPOSE AND EFFECTIVE
DATE

    


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

    


    


    ARTICLE
II

    


    DEFINITIONS

    


    For the purposes of this Plan, the
following words and phrases shall have the meanings indicated, unless the
context clearly indicates otherwise:

    


                               Section
2.01Administrator.  "Administrator"
means the Governance Committee of The Dow Chemical Company.

    


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

    


                               Section
2.03Beneficiary.  "Beneficiary"
means the person, persons or entity designated by the Participant to
re­ceive any benefits payable under the Plan pursuant to Article
VIII.

    


                               Section
2.04Board.  "Board"
means the Board of Di­rectors of The Dow Chemical Company.

    


                               Section
2.05Change of
Control.  For purposes of this Plan, a "Change of Control"
shall be deemed to have occurred upon:  (i) the dissolution or
liquidation of The Dow Chemical Company; (ii) a reorganization, merger or
consolidation of The Dow Chemical Company with one or more corporations as a
result of which The Dow Chemical Company is not a surviving corporation; (iii)
approval by the stockholders of The Dow Chemical Company of any sale, lease,
exchange, or other transfer (in one or series of transactions) of all or
substantially all of the assets of The Dow Chemical Company; (iv) approval by
the stockholders of The Dow Chemical Company of any merger or consolidation of
The Dow Chemical Company in which the holders of the voting stock of The Dow
Chemical Company immediately before the merger or consolidation will not own
fifty percent (50%) or more of the outstanding voting shares of the continuing
or surviving corporation immediately after such merger or consolidation; or (v)
a change of fifty-one percent (51%) (rounded to the next whole person) in the
membership of the Board of Directors of The Dow Chemical Company within a
twenty-four (24) month period, unless the election or nomination for election by
stockholders of each new director within such period was approved by the vote of
eighty-five percent (85%) (rounded to the next whole person) of the directors
still in office who were in office at the beginning of the twenty-four month
period.

    


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

    


    
      
        
           


        

        
          246

          
            

          

        

        
           


        

      

    

    


    


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

    


                               Section
2.08Company.  "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
2.09Deferral
Account.  "Deferral Account" means the notional account
established for record keeping purposes for each Participant pursuant to Article
VI.

    


                               Section
2.10Deferral
Period.  "Deferral Period" is defined in Section
4.02.

    


                               Section
2.11Deferred Amount.  
"Deferred Amount" is defined in Section 4.02.

    


                               Section
2.12Designee.  "Designee"
shall mean The Dow Chemical Company Global Compensation & Benefits
Department.

    


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

    


                               Section
2.14Fair 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
2.15Form of
Payment.  "Form of Payment" means payment in a lump sum or
annual installments not to exceed 10 years.

    


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

    


                               Section
2.19Other
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
2.20Participant.  "Participant"
means any individual who is eligible and makes an election to participate in
this Plan by filing a Participation Agreement as provided in Article
IV.  Members of the Board of Directors of the Company who are not
employees of the Company or any subsidiary are eligible to
participate.

    


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

    


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

    


    
      
        
           


        

        
          247

          
            

          

        

        
           


        

      

    

    


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

    


                               Section
2.26Unforeseeable
Emergency.  "Unforeseeable Emergency" means a severe financial
hardship to the Participant resulting from an illness or  accident of
the Participant, the Participant’s spouse or a dependent of the
Participant,  loss of the Participant’s property due to casualty or
other similar extraordinary unforeseeable circumstances arising as a result of
events beyond the control of the Participant as determined by the Administrator.
The amount of the distribution may not exceed the amounts necessary to satisfy
such emergency plus amounts necessary to pay taxes reasonably anticipated as a
result of the distribution, after taking into account the extent to which such
hardship is or may be relieved through reimbursement or compensation by
insurance or otherwise or by liquidation of the Participant’s assets (to the
extent the liquidation of such assets would not itself cause severe financial
hardship).

    


                               Section
2.27Valuation
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
3.01Administrator
Duties.  This Plan shall be administered by the Governance
Committee (“Administrator”). The Administrator shall be responsible for the
administration of this Plan and shall have all powers necessary to administer
this Plan, including discretionary authority to determine eligibility for
benefits and to decide claims under the terms of this Plan, except to the extent
that any such powers that are specially vested in any other person administering
this Plan by the Administrator.  The Administrator may from time to
time establish rules for the administration of this Plan, and it shall have the
exclusive right to interpret this Plan and to decide any matters arising in
connection with the administration and operation of this Plan.  All
rules, interpretations and decisions of the Administrator shall be conclusive
and binding on any Company, Participants and Beneficiaries.

    


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

    


    Neither
The Dow Chemical Company, a member of the Board who is employed by the Company,
a member of the Governance Committee nor any Designee shall be liable for any
act or action hereunder, whether of omission or commission, by any other member
or employee or by any agent to whom duties in connection with the administration
of this Plan have been delegated or for anything done or omitted to be done in
connection with this Plan.

    The
Dow Chemical Company shall, to the fullest extent permitted by law, indemnify
each director, officer or employee of The Dow Chemical Company (including the
heirs, executors, administrators and other personal representatives of such
person), each member of the Governance Committee and any Designee against
expenses (including attorneys' fees), judgments, fines, amounts paid in
settlement, actually and reasonably incurred by  such person in
connection with any threatened, pending or actual suit, action or proceeding
(whether civil, criminal, administrative or investigative in nature or
otherwise) in which such person may be involved by reason of the fact that he or
she is or was serving this Plan in any capacity at the request of The Dow
Chemical Company, the Administrator  or
Designee.

    


    
      
        
           


        

        
          248

          
            

          

        

        
           


        

      

    

    


    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
3.02Claim Procedure.  If
a Participant or Beneficiary makes a written request alleging a right to receive
payments under this Plan or alleging a right to receive an adjustment in
benefits being paid under this Plan, such actions shall be treated as a claim
for benefits.  All claims for benefits under this Plan shall be sent
to the Designee.  If the Designee determines that any individual who
has claimed a right to receive benefits, or different benefits, under this Plan
is not entitled to receive all or any part of the benefits claimed, the Designee
shall inform the claimant in writing of such determination and the reasons
therefor in terms calculated to be understood by the claimant.  The
notice shall be sent within 60 days of the claim unless the Designee determines
that additional time, not exceeding 60 additional days, is needed and so
notifies the claimant.  The notice shall make specific reference to
the pertinent Plan provisions on which the denial is based, and shall describe
any additional material or information that is necessary to perfect the
claim.  Such notice shall, in addition, inform the claimant of the
procedure that the claimant should follow to take advantage of the review
procedures set forth below in the event the claimant desires to contest the
denial of the claim.  The claimant may within 60 days thereafter
submit in writing to the Administrator a notice that the claimant contests the
denial of his or her claim and desires a further review by the
Administrator.  The Administrator shall within 60 days thereafter
review the claim and authorize the claimant to review pertinent documents and
submit issues and comments relating to the claim to the
Administrator.  The Administrator will render a final decision on
behalf of The Dow Chemical Company with specific reasons therefor in writing and
will transmit it to the claimant within 60 days of the written request for
review, unless the Administrator determines that additional time, not exceeding
60 days, is needed, and so notifies the claimant.  If the
Administrator fails to respond to a claim filed in accordance with the foregoing
within 60 days or any such extended period, the claim shall be deemed to have
been denied.  If such determination is favorable to the claimant, it
shall be binding and conclusive.  If such determination is adverse to
the claimant, it shall be binding and conclusive unless the claimant notifies
the Administrator within 90 days after the mailing or delivery to him or her by
the Administrator of its determination that he or she intends to institute legal
proceedings challenging the determination of the Administrator, and actually
institutes such legal proceeding within 180 days after such mailing or
delivery.

    


    


    ARTICLE
IV

    


    PARTICIPATION

    


                               Section
4.01Participation.  Participation
in the Plan shall be limited to Participants who elect to participate in this
Plan by filing a Participation Agreement with the Designee.  A
Participation Agreement must be filed on or prior to the election to the Board,
and prior to the right to receive any compensation for the Plan Year,
immediately preceding the Plan Year for which it is effective.  The
Designee shall have the discretion to establish deadlines regarding the filing
of Participation Agreements for Participants. Notwithstanding the foregoing, the
Administrator, in its sole discretion, may permit a newly eligible Participant
to submit a Participation Agreement within 30 days of that  person
becoming eligible, and deferrals shall commence as soon as practical
thereafter.  An individual shall not be eligible to elect to
participate in this Plan unless the individual is a Participant for the Plan
Year for which the election is made.

    


                               Section
4.02Contents of Participation
Agreement.  Subject to Article VII, each Participation
Agreement shall set forth:  (i) the amount of Eligible Compensation
for the Plan Year or performance period to which the Participation Agreement
relates that is to be deferred under the Plan (the "Deferred Amount"), expressed
as a percentage of the Annual Retainer/Other Bonus for such Plan Year or
performance period; provided, that the
minimum Deferred Amount for any Plan Year shall not be less than 10% (in
10%  increments) of the Annual Retainer/Other Bonus; (ii) the period
after which payment of the Deferred Amount is to be made or begin to be made
(the "Deferral Period"), which shall be during July (A) following Separation
from Board Service (B)  following one year after Separation from Board
Service, or (C) following the Participant’s 72nd
birthday; and (iii) the form in which payments are to be made: lump sum or
annual installments not to exceed 10 years.  Participation Agreements
are to be completed in a format specified by the Designee.

    


                               Section
4.03Modification or Revocation of
Election by Participant. A Participant may not change the amount of his
or her Deferred Amount during a calendar year.  A Participant’s
Participation Agreement may not be made, modified or revoked
retroactively.

    


    
      
        
           


        

        
          249

          
            

          

        

        
           


        

      

    

    


    ARTICLE
V

    


    DEFERRED
COMPENSATION

    


                               Section
5.01Elective Deferred
Compensa­tion.  For Section 16 Participants who elect to
direct their Deferred Amount to the Hypothetical Investment Benchmark of The Dow
Chemical Company Stock Index Fund only, the Deferred Amount of that Participant
with respect to each Plan Year of participation shall be credited to the
Participant’s Deferral Account in the Hypothetical Investment Benchmark of 125%
of Ten Year Treasury Notes as and when such Deferred Amount would otherwise have
been paid to the Participant; on a quarterly basis (on the last business day of
the months of March, June, September and December), such Deferred Amount shall
be reallocated to the Hypothetical Investment Benchmark of The Dow Chemical
Company Stock Index Fund.  The earnings based on a Participant’s
investment selection among the Hypothetical Investment Benchmarks specified in
Appendix A hereto, as amended by the Administrator from time to time, shall be
borne by The Dow Chemical Company.

    


                               Section
5.02Vesting of Deferral
Account.  A Participant shall be 100% vested in his or her
Deferral Account as of each Valuation Date.

    


    


    ARTICLE
VI

    


    MAINTENANCE AND INVESTMENT
OF ACCOUNTS

    


                               Section
6.01Maintenance of
Accounts.  Separate Deferral Accounts shall be maintained for
each Participant.  More than one Deferral Account may be maintained
for a Participant as necessary to reflect (a) various Hypothetical Investment
Benchmarks and/or (b) separate Participation Agreements specifying different
Deferral Periods and/or forms of payment.  A Participant's Deferral
Account(s) shall be utilized solely as a device for the measurement and
determination of the amounts to be paid to the Participant pursuant to this
Plan, and shall not constitute or be treated as a trust fund of any
kind.  The Designee shall determine the balance of each Deferral
Account, as of each Valuation Date, by adjusting the balance of such Deferral
Account as of the immediately preceding Valuation Date to reflect changes in the
value of the deemed investments thereof, credits and debits pursuant to Section
6.02 and distributions pursuant to Article VII with respect to such Deferral
Account since the preceding Valuation Date.

    


                               Section
6.02Hypothetical 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

    


    
      
        
           


        

        
          250

          
            

          

        

        
           


        

      

    

    


    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
6.03Statement of Accounts. Each
Participant shall be issued quarterly statements of his or her Deferral
Account(s) in such form as the Designee deems desirable, setting forth the
balance to the credit of such Participant in his or her Deferral Account(s) as
of the end of the most recently completed quarter.

    


    


    ARTICLE
VII

    


    BENEFITS

    


                               Section
7.01Time and Form of
Payment.  At the end of the Deferral Period for each Deferral
Account, The Dow Chemical Company shall pay to the Participant the balance of
such Deferral Account at the time or times elected by the Participant in the
applicable Participation Agreement.  The Dow Chemical Company shall
make cash only payments from such Deferral Account, each of which annual amount
shall consist of an amount equal to (i) the balance of such Deferral Account as
of the most recent annual Valuation Date preceding the first annual payment date
times (ii) a fraction, the numerator of which is one and the denominator of
which is the number of remaining installment years (includ­ing the
installment being paid).  The first such installment shall be paid
during July following the end of the Deferral Period and each subsequent
installment shall be paid on or about the anniversary of such first
payment.  Each such installment shall be deemed to be made on a pro
rata basis from each of the different deemed investments of the Deferral Account
(if there is more than one such deemed investment).

    


                               Section
7.02Changing Form of
Benefit.  Participants may elect an alternative form of payout
as available under Section 7.01 by written election filed with the
Administrator; provided, however, that the Participant files the election at
least twelve (12) months prior to the first day of the month in which payments
are to commence.  If a Participant changes his form of payout from a
lump sum to installments, the first installment date cannot occur earlier than
five years after the date on which the lump sum was scheduled to be
made.

    


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

    


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

    


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

    


    
      
        
           


        

        
          251

          
            

          

        

        
           


        

      

    

    


                               Section
7.06Post-Termination Survivor
Benefit.  If a Participant dies after Separation from Board
Service and prior to receiving full payment of his or her Deferral Account(s),
The Dow Chemical Company shall pay the remaining balance (determined as of the
most recent Valuation Date preceding such event) to the Participant's
Beneficiary or Beneficiaries (as the case may be) in a lump sum.

    


                               Section
7.07Small 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.

    


                               Section
7.08Hardship
Withdrawals.   Notwithstanding the provisions of Section
7.01 and any Participation Agreement, a Participant’s on-going Deferred Amount
shall cease and a Participant shall be entitled to early payment of all or part
of the balance in his or her Deferral Account(s) in the event of an
Unforeseeable Emergency, in accordance with this Section 7.08.  A
distribution pursuant to this Section 7.08 may only be made to the extent
reasonably needed to satisfy the Unforeseeable Emergency need, and may not be
made if such need is or may be relieved (i) through reimbursement or
compensation by insurance or otherwise, (ii) by liquidation of the Participant's
assets to the extent such liquidation would not itself cause severe financial
hardship, or (iii) by cessation of participation in the Plan.  An
application for an early payment under this Section 7.08 shall be made to the
Administrator in such form and in accordance with such procedures as the
Administrator shall determine from time to time.  The determination of
whether and in what amount and form a distribution will be permitted pursuant to
this Section 7.08 shall be made by the Administrator.

    


                               Section
7.09Change of
Control.  A Participant may, when completing a Participation
Agreement during the enrollment period, elect that, if a Change of Control
occurs, the Participant (or after the Participant’s death the Participant’s
Beneficiary) shall receive a lump sum payment of the balance of the Deferral
Account within thirty (30) days after the Change of Control.  This
election is irrevocable and shall apply to the entire Deferral Account both
before and after Separation from Board Service.  The Deferral Account
balance shall be determined as of the most recent Valuation Date preceding the
month in which Change of Control occurs. All Participation Agreements
previ­ously filed by a Participant who receives a distribution under this
Section 7.09 shall be null and void (including without limitation Participation
Agreements with respect to Plan Years or performance periods that have not yet
been completed), and such a Participant shall not thereafter be entitled to file
any Participation Agreements under the Plan with respect to the first Plan Year
that begins after such distribution is made.

    


    


    ARTICLE
VIII

    


    BENEFICIARY
DESIGNATION

    


                               Section
8.01Beneficiary
Designation.  Each Participant shall have the right, at any
time, to designate any person, persons or entity as his or her Beneficiary or
Beneficiaries.  A Beneficiary designation shall be made, and may be
amended, by the Participant by filing a written designation with the Designee,
on such form and in accordance with such procedures as the Designee shall
establish from time to time.

    


                               Section
8.02No Beneficiary
Designation.   If a Participant or Beneficiary fails to
designate a Beneficiary as provided above or if all designated Beneficiaries
predecease the Participant or his or her Beneficiary, then the Participant’s
Beneficiary shall be deemed to be, in the following order:

    


    
      	
               
      

            	
              (a)

            	
              to
      the spouse of such person, if any;

            


    

    
      	
               
      

            	
              (b)

            	
              to
      the children of such person, if any;
or

            


    

    
      	
               
      

            	
              (c)

            	
              to
      the deceased person’s estate.

            


    

    


    


    
      
        
           


        

        
          252

          
            

          

        

        
           


        

      

    

    


    ARTICLE
IX

    


    AMENDMENT AND TERMINATION OF
PLAN

    


                               Section
9.01Amendment.  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
9.02Company'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.  Any plan termination made pursuant to this
Section 9.02 shall be performed in a manner consistent with the requirements of
Code section 409A and any regulations or
other applicable guidance issued thereunder.

    


    


    ARTICLE
X

    


    MISCELLANEOUS

    


                               Section
10.01Unfunded Plan.  This
Plan is intended to be an unfunded plan. All payments pursuant to the Plan shall
be made from the general assets of The Dow Chemical Company and no special or
separate fund shall be established or other segregation of assets made to assure
payment.  No Participant or other person shall have under any
circumstances any interest in any particular property or assets of The Dow
Chemical Company or any other Company as a result of participating in the
Plan.  Notwithstanding the foregoing, The Dow Chemical Company may
(but shall not be obligated to) create one or more grantor trusts, the assets of
which are subject to the claims of The Dow Chemical Company's creditors, to
assist it in accumulating funds to pay its obligations.

    


                               Section
10.02Nonassignability.  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
10.03Validity 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
10.04Governing 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
10.05Status.  This Plan
does not constitute a contract of employment or impose on the Participant or any
Company any obligation for the Participant to remain on the Board of Directors
of such Company.

    


                               Section
10.06Successors 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
10.07Waiver 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.

    


    
      
        
           


        

        
          253

          
            

          

        

        
           


        

      

    

    


                               Section
10.08Notice.  Any notice
or filing required or permitted to be given to The Dow Chemical Company under
the Plan shall be sufficient if in writing and hand-delivered, or sent by first
class mail to the principal office of The Dow Chemical Company, directed to the
attention of the Designee.  Such notice shall be deemed given as of
the date of delivery, or, if delivery is made by mail, as of the date shown on
the postmark.

    


    


    
      
        
           


        

        
          254

          
            

          

        

        
           


        

      

    

    


    APPENDIX
A

    


    


    


    


    The
Dow Chemical Company Stock Index Fund

    


    125%
of Ten Year Treasury Notes

    


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

    


    Vanguard
500 Index Fund

    


    T.
Rowe Price Mid-Cap Growth Fund

    


    Fidelity
Low-Priced Stock Fund

    


    Fidelity
Diversified International Trust (effective October 11, 2006)

    


    Vanguard
Balanced Index Fund

     

     

     

    255